Sphere 3D Corp. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________________________to ___________________________

Commission File Number: 001-36532

__________________________________

Sphere 3D Corp.

(Exact name of Registrant as specified in its charter)

__________________________________


Ontario, Canada						98-1220792
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

895 Don Mills Road, Bldg 2, Suite 900
Toronto, Ontario Canada						M3C 1W3
(Address of principal executive offices)						(Zip Code)

647 952-5049

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ANY	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 7, 2023, there were 14,355,336 shares of the registrant’s common shares outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements:

Page

Condensed Consolidated Balance Sheets (unaudited) - September 30, 2023 and December 31, 2022

Condensed Consolidated Statements of Operations (unaudited) - Three and Nine Months Ended September 30, 2023 and 2022

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - Three and Nine Months Ended September 30, 2023 and 2022

Condensed Consolidated Statements of Shareholders’ Equity (unaudited)- Three and Nine Months Ended September 30, 2023 and 2022

Condensed Consolidated Statements of Cash Flows (unaudited) - Nine Months Ended September 30, 2023 and 2022

Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signature

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Sphere 3D Corp.

Condensed Consolidated Balance Sheets

(in thousands of U.S. dollars, except shares)

(unaudited)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	613	$	1,337
Digital assets	425		1,695
Restricted cash	202		206
Accounts receivable, net	164		174
Note receivable, net of allowance for credit losses of $3,821 and $0, respectively	—		3,821
Other current assets	3,829		3,051
Total current assets	5,233		10,284
Property and equipment, net	26,682		34,259
Intangible assets, net	6,678		9,477
Funds held in trust account	—		10,297
Other assets	20,503		18,699
Total assets	$	59,096	$	83,016
Liabilities, Temporary Equity and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,442	$	2,993
Accrued liabilities	1,723		1,537
Accrued payroll and employee compensation	744		696
Warrant liabilities	221		—

Other current liabilities	1,557		974
Total current liabilities	6,687		6,200
Deferred underwriting fee	4,554		4,554
Warrant liabilities	—		864

Other non-current liabilities	269		366
Total liabilities	11,510		11,984
Commitments and contingencies (Note 13)
Series H preferred shares, no par value, unlimited shares authorized, 47,604 and 60,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	15,597		26,469
Redeemable non-controlling interest	—		9,998
Total temporary equity	15,597		36,467

Shareholders’ equity:

Common shares, no par value; unlimited shares authorized, 14,222,194 and 9,804,609 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	472,628		456,402
Accumulated other comprehensive loss	(1,805)		(1,799)
Accumulated deficit	(438,604)		(419,732)
Total Sphere 3D Corp. shareholders’ equity	32,219		34,871
Non-controlling interest	(230)		(306)
Total shareholders’ equity	31,989		34,565
Total liabilities, temporary equity, and shareholders’ equity	$	59,096	$	83,016

See accompanying notes to condensed consolidated financial statements.

Sphere 3D Corp.

Condensed Consolidated Statements of Operations

(in thousands of U.S. dollars, except share and per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Revenues:
Digital mining revenue	$	5,102	$	787	$	12,592	$	2,745
Service and product revenue	622		569		1,624		1,904
Total revenues	5,724		1,356		14,216		4,649
Operating costs and expenses:
Cost of digital mining revenue	4,292		553		10,331		1,527
Cost of service and product revenue	221		296		728		996
Sales and marketing	217		236		768		731
Research and development	362		139		859		392
General and administrative	3,399		2,930		10,504		19,687
Depreciation and amortization	2,028		7,408		4,428		21,257
Impairment of acquired intangible assets	1,231		—		1,231		—
Loss on disposal of property and equipment	315		—		566		—
Realized gain on sale of digital assets	(136)		(10)		(908)		(10)
Impairment of digital assets	199		138		549		908
Total operating expenses	12,128		11,690		29,056		45,488
Loss from operations	(6,404)		(10,334)		(14,840)		(40,839)
Other income (expense):

Interest expense	(10)		—		(1,183)		—
Interest income and other expense, net	100		(68)		1,464		677
Provision for losses on deposit for mining equipment	—		(10,000)		—		(10,000)
Forgiveness of note receivable	—		—		—		(13,145)
Impairment of investments	—		—		—		(12,429)
Net loss before taxes	(6,314)		(20,402)		(14,559)		(75,736)
Provision for income taxes	—		121		4		121
Net loss	(6,314)		(20,523)		(14,563)		(75,857)
Less: Non-controlling interest - (loss) income	(7)		—		76		—
Net loss available to common shareholders	$	(6,307)	$	(20,523)	$	(14,639)	$	(75,857)

Net loss per share:
Net loss per share basic and diluted	$	(0.50)	$	(2.14)	$	(1.29)	$	(8.08)
Shares used in computing net loss per share:
Basic and diluted	12,653,413		9,574,867		11,340,973		9,383,266

See accompanying notes to condensed consolidated financial statements.

Sphere 3D Corp.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands of U.S. dollars)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Net loss	$	(6,314)	$	(20,523)	$	(14,563)	$	(75,857)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(1)		(3)		(6)		(2)
Total other comprehensive (loss) income	(1)		(3)		(6)		(2)
Comprehensive loss	$	(6,315)	$	(20,526)	$	(14,569)	$	(75,859)

See accompanying notes to condensed consolidated financial statements.

Sphere 3D Corp.

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands of U.S. dollars, except shares)

(unaudited)


	Common Shares		Accumulated Other Comprehensive Loss		Accumulated Deficit			Non-controlling Interest		Total Shareholders' Equity
		Shares					Amount
Balance at January 1, 2023		9,804,609	$	456,402	$	(1,799)		$	(419,732)	$	(306)	$	34,565
Cumulative adjustment from adoption of ASU 2016-13		—	—		—			(3,821)		—		(3,821)
Issuance of common shares for conversion of preferred shares		748,427	2,311		—			—		—		2,311

Issuance of common shares pursuant to the vesting of restricted stock units		10,656	—		—			—		—		—
Share-based compensation		—	485		—			—		—		485
Remeasurement of redeemable non-controlling interest		—	—		—			(376)		—		(376)
Other comprehensive loss		—	—		(2)			—		—		(2)
Net loss		—	—		—			(3,505)		16		(3,489)
Balance at March 31, 2023		10,563,692	459,198		(1,801)			(427,434)		(290)		29,673
Issuance of common shares for conversion of preferred shares		682,856	2,109		—			—		—		2,109


Exercise of stock options		94,701	200		—			—		—		200
Issuance of common shares for vested restricted stock units, net of shares withheld for income taxes		82,061	—		—			—		—		—
Share-based compensation		—	719		—			—		—		719
Remeasurement of redeemable non-controlling interest		—	—		—			(36)		—		(36)
Other comprehensive loss		—	—		(3)			—		—		(3)
Net loss		—	—		—			(4,827)		67		(4,760)
Balance at June 30, 2023		11,423,310	462,226		(1,804)			(432,297)		(223)		27,902
Issuance of common share warrants, net		—	1,130		—			—		—		1,130
Issuance of common shares for conversion of preferred shares		2,699,136	8,335		—			—		—		8,335
Issuance of common shares for the settlement of liabilities		44,450	64		—			—		—		64
Issuance of common shares pursuant to the vesting of restricted stock units		10,000	—		—			—		—		—
Exercise of stock options		45,298	117		—			—		—		117
Share-based compensation		—	756		—			—		—		756

Other comprehensive loss		—	—		(1)			—		—		(1)
Net loss		—	—		—			(6,307)		(7)		(6,314)

Balance at September 30, 2023		14,222,194	$	472,628	$	(1,805)		$	(438,604)	$	(230)	$	31,989

See accompanying notes to condensed consolidated financial statements.

Sphere 3D Corp.

Condensed Consolidated Statements of Shareholders’ Equity (continued)

(in thousands of U.S. dollars, except shares)

(unaudited)







	Common Shares		Accumulated Other Comprehensive Loss		Accumulated Deficit			Non-controlling Interest		Total Shareholders' Equity
		Shares					Amount
Balance at January 1, 2022		9,080,915	$	444,265	$	(1,794)		$	(215,195)	$	—	$	227,276
Issuance of common shares and warrants for the settlement of liabilities		135,714	1,957		—			—		—		1,957
Share-based compensation		—	117		—			—		—		117
Other comprehensive income		—	—		9			—		—		9
Net loss		—	—		—			(14,647)		—		(14,647)
Balance at March 31, 2022		9,216,629	446,339		(1,785)			(229,842)		—		214,712
Issuance of common shares for the purchase of intangible assets		192,857	1,721		—			—		—		1,721
Issuance of common shares for vested restricted stock units, net of shares withheld for income taxes		91,338	—		—			—		—		—
Share-based compensation		—	7,199		—			—		—		7,199
Other comprehensive loss		—	—		(8)			—		—		(8)
Net loss		—	—		—			(40,687)		—		(40,687)
Balance at June 30, 2022		9,500,824	455,259		(1,793)			(270,529)		—		182,937
Issuance of common shares for vested restricted stock units, net of shares withheld for income taxes		85,762	—		—			—		—		—
Share-based compensation		—	592		—			—		—		592
Other comprehensive loss		—	—		(3)			—		—		(3)
Net loss		—	—		—			(20,523)		—		(20,523)
Balance at September 30, 2022		9,586,586	$	455,851	$	(1,796)		$	(291,052)	$	—	$	163,003

See accompanying notes to condensed consolidated financial statements.

Sphere 3D Corp.

Condensed Consolidated Statements of Cash Flows

(in thousands of U.S. dollars)

(unaudited)


	Nine Months Ended September 30,
	2023		2022
Operating activities:
Net loss	$	(14,563)	$	(75,857)
Adjustments to reconcile net loss to cash used in operating activities:
Digital currency issued for services	1,263		385
Depreciation and amortization	4,428		21,257
Impairment of acquired intangible assets	1,231		—
Share-based compensation	1,960		7,908
Change in fair value of warrant liabilities	(1,371)		—
Warrants issued with convertible debt	976		—
Realized gain on sale of digital assets	(908)		(10)
Impairment of digital assets	549		908
Loss on disposal of property and equipment	566		—

Extinguishment of debt	63		—
Noncash lease cost	40		—
Forgiveness of note receivable	—		13,145
Impairment of investments	—		12,429
Provision for losses on deposit for mining equipment	—		10,000
Issuance of common shares and warrants for settlement of liabilities	—		1,957
Change in fair value of crypto asset payable	—		(1,535)
Changes in operating assets and liabilities:
Proceeds from sale of digital assets	12,958		—
Digital assets	(12,592)		(2,745)
Accounts receivable	10		(37)
Accounts payable and accrued liabilities	1,336		30
Accrued payroll and employee compensation	48		(41)
Other assets and liabilities, net	(2,018)		(15,900)
Net cash used in operating activities	(6,024)		(28,106)
Investing activities:
Proceeds from sale of property and equipment	4,111		—
Redemption of non-controlling interest	(10,410)		—
Redemption of cash in trust account	10,297		—
Payments for purchase of property and equipment	(1,561)		(17,323)
Notes receivable	—		(4,265)
Purchase of intangible assets	—		(306)
Net cash provided by (used in) investing activities	2,437		(21,894)
Financing activities:

Proceeds from issuance of preferred shares and warrants	3,048		—

Payments for convertible debt	(1,285)		—
Proceeds from convertible debt, net of debt issuance costs	779		—

Proceeds from exercise of stock options	317		—

Net cash provided by financing activities	2,859		—

Net decrease in cash, cash equivalents and restricted cash	(728)		(50,000)
Cash, cash equivalents and restricted cash, beginning of period	1,543		54,355
Cash, cash equivalents and restricted cash, end of period	$	815	$	4,355

See accompanying notes to condensed consolidated financial statements.


Sphere 3D Corp.
Condensed Consolidated Statements of Cash Flows (continued)
(in thousands of U.S. dollars)
(unaudited)

	Nine Months Ended September 30,
	2023		2022

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets:
Cash and cash equivalents	$	613	$	4,355
Restricted cash	202		—
Total cash, cash equivalents and restricted cash	$	815	$	4,355

Supplemental disclosures of non-cash investing and financing activities:
Remeasurement of redeemable non-controlling interest	$	412	$	—

Preferred shares and warrants accrued issuance cost	$	34	$	—
Reclassification from deposit for mining equipment to mining equipment	$	—	$	37,304
Issuance of common shares for purchase of intangible assets	$	—	$	1,721

See accompanying notes to condensed consolidated financial statements.

Sphere 3D Corp.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1.Organization and Business

Sphere 3D Corp. was incorporated under the Business Corporations Act (Ontario) on May 2, 2007 as T.B. Mining Ventures Inc. On March 24, 2015, the Company completed a short-form amalgamation with a wholly-owned subsidiary. In connection with the short-form amalgamation, the Company changed its name to “Sphere 3D Corp.” Any reference to the “Company”, “Sphere 3D”, “we”, “our”, “us”, or similar terms refers to Sphere 3D Corp. and its subsidiaries. In January 2022, the Company commenced operations of its digital mining operation dedicated to becoming a leading carbon-neutral Bitcoin mining company. The Company is establishing an enterprise-scale mining operation through procurement of next-generation mining equipment and partnering with experienced service providers. In addition, the Company delivers data management and desktop and application virtualization solutions through hybrid cloud, cloud and on premise implementations by its global reseller network. The Company achieves this through a combination of containerized applications, virtual desktops, virtual storage and physical hyper-converged platforms. The Company’s products allow organizations to deploy a combination of public, private or hybrid cloud strategies while backing them up with the latest storage solutions. The Company’s brands include HVE ConneXions (“HVE”) and Unified ConneXions (“UCX”).

Liquidity and Going Concern

The Company has recurring losses from operations and incurred a net loss of approximately $14.6 million for the nine months ended September 30, 2023. Management has projected that based on our hashing rate at September 30, 2023, cash on hand may not be sufficient to allow the Company to continue operations beyond the next 12 months from the date the financial statements are issued if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our then current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at a reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. We require additional capital and if we are unsuccessful in raising that capital, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our business, financial condition and results of operations.

Significant changes from the Company’s current forecasts, including but not limited to: (i) shortfalls from projected mining earning levels; (ii) increases in operating costs; (iii) fluctuations in the value of cryptocurrency; and (iv) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market could have a material adverse impact on the Company’s ability to access the level of funding necessary to continue its operations at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources, the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on the Company’s business, results of operations, financial position and liquidity.

These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern beyond the next 12 months from the date the financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty.

Share Consolidation

On June 28, 2023, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-seven basis. The share consolidation became effective on June 28, 2023. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

2.Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 31, 2023. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been appropriately eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Reclassifications

Certain prior period amounts have been reclassified for consistency with the current period presentation. The reclassifications did not have a material impact on the Company's condensed interim consolidated financial statements and related disclosures.

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiary, for which the functional currency is the local currency, is translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as accumulated other comprehensive income (loss) within shareholders’ equity. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations. Such transactions resulted in minimal gains or losses for the three and nine months ended September 30, 2023 and 2022.

Cash and Cash Equivalents

Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances and believes credit risk to be minimal.

Restricted Cash

Restricted cash is cash held in a separate bank account with restrictions on withdrawal. The Company’s restricted cash classified as current, is pledged as collateral for a standby letter of credit used for the bonding purpose necessary for the Company to receive mining machines.

Digital Assets

The Company accounts for digital assets, primarily Bitcoins, as indefinite-lived intangible assets. The digital assets are recorded at cost less impairment.

An impairment analysis is performed at each reporting period or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. The fair value of digital assets is determined on a nonrecurring basis based on the lowest intraday quoted price on the active exchange(s) that the Company has determined as the principal market for digital assets (Level 1 inputs). If the carrying value of the digital asset exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

Impairment losses are recognized in operating expenses in the consolidated statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition.

Digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within operating activities in the accompanying condensed consolidated statements of cash flows and any realized gains or losses from such sales are included in operating costs and expenses in the condensed consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting.

The following table presents the activities of the digital assets (in thousands):


Balance at January 1, 2023	$	1,695
Addition of digital assets	12,592
Digital assets sold for cash	(12,050)
Digital assets issued for services	(1,263)
Impairment loss	(549)
Balance at September 30, 2023	$	425

Allowance for Credit Losses

The Company’s assessment of its allowance for credit losses requires it to incorporate considerations of historical information, current conditions and reasonable and supportable forecasts. The Company manages credit risk through review of available public company information. For the Company’s note receivable, the Company has recorded an allowance for credit losses and elected to write off accrued interest receivables by reversing interest income.

Leases

The Company has entered into an operating lease for real estate. The lease has a contractual term of 5 years. The Company determines if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, other current liabilities and other non-current liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the leases typically do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset may also include any lease payments made and exclude lease incentives and initial direct costs incurred. The Company’s lease does not include options to extend the lease. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Property and Equipment

Property and equipment primarily consists of mining equipment and is stated at cost, including purchase price and all shipping and custom fees, and depreciated using the straight-line method over the estimated useful lives of the assets, generally five years.

The Company reviews the carrying amounts of property and equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the fair value of the asset is estimated in order to determine the extent of the impairment loss, if any.

Intangible Assets

For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value.

Purchased intangible assets are amortized on a straight-line basis over their economic lives of 5 years to 15 years for supplier agreements, six years for channel partner relationships, and seven years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed.

The Company has purchased carbon credits. As it intends to use these carbon credits, the assets have been classified as intangible assets. When the carbon credit is used, it will be expensed as an operating expense.

Impairment of Intangible Assets

The Company performs regular reviews of intangible assets to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment.

Convertible Debt

The Company accounts for convertible debt in accordance with the applicable authoritative guidance and has elected to apply the fair value option. The convertible debt is reflected at fair value in the condensed consolidated balance sheets and changes in fair value are recorded in the condensed consolidated statements of operations as a fair value adjustment to the convertible debt each reporting period (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The Company expenses any issuance costs allocated to a freestanding or an embedded financial instrument that is subsequently measured at fair value through earnings as of the issuance date.

Warrant Liabilities

Warrant liabilities are for a common share purchase warrant issued in connection with the Company’s convertible debt and warrants for shares of MEOA’s common stock that are not indexed to its own stock. Warrants are presented as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in interest income and other expense, net, in the consolidated statements of operations. The fair value of the warrants at December 31, 2022 issued in connection with MEOA's public offering were measured based on the listed market price of such warrants. The fair value of the LDA Warrant was measured using a Monte Carlo valuation model.

Redeemable Non-controlling Interest

Redeemable non-controlling interest is interest in a subsidiary of the Company that are redeemable outside of the Company’s control either for cash or other assets. This interest is classified as temporary equity and measured at the estimated redemption value at the end of each reporting period. The resulting increases or decreases in the estimated redemption amount are effected by corresponding charges to accumulated deficit.

Revenue Recognition

The Company accounts for revenue pursuant to ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“Topic 606”). Under Topic 606, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor.

The Company is engaged with digital asset mining pool operators to provide computing power to the mining pools. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed Bitcoin award the mining pool operator receives for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. The Company satisfies its performance obligation over time with daily settlement in Bitcoin. The transaction price is the fair value of the digital asset mined, Bitcoin, being the fair value per the prevailing market rate for that digital asset on the date earned. The transaction consideration the Company receives is noncash consideration, in the form of Bitcoin, which the Company measures at fair value on the date earned which is not materially different from the fair value at contract inception. Fair value of the Bitcoin received is determined using the spot price of the Bitcoin on the date earned. The Company cannot determine, during the course of solving for a block, that a reversal of revenue is not probable and therefore revenue is recognized when the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive.

Expenses associated with running the digital asset mining operations, such as rent, operating supplies, utilities and monitoring services are recorded as cost of revenues.

The Company also generates revenue from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations.

The majority of the Company’s product and service revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations.

For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months.

The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price.

Extended Warranty

Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. Extended warranty and service contract revenue and recognized as service revenue over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less.

Research and Development Costs

Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to the Company’s research and development efforts and have no alternative future uses.

Comprehensive Income (Loss)

Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss.

Share-based Compensation

The Company accounts for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants in accordance with the authoritative guidance for share-based compensation. Share-based compensation award types include stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). Share-based compensation expense is recognized on a straight-lined basis over the requisite service period (usually the vesting period) except for options with graded vesting which is recognized pursuant to an accelerated method. Forfeitures are recognized as a reduction in share-based compensation expense as they occur.

Non-controlling Interest

The Company accounts for its non-controlling interest in accordance with the authoritative guidance for consolidation which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of the guidance indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company has two operating segments.

Recently Issued and Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards will not have a material impact on the Company’s consolidated financial statements upon adoption.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. The Company adopted ASU 2016-13 on January 1, 2023 on a modified retrospective basis which resulted in a $3.8 million increase to the opening balance of accumulated deficit, representing the cumulative allowance for credit losses for the Company’s note receivable.

In October 2021, the FASB issued Accounting Standards Update No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The Company adopted the new standard beginning January 1, 2023, however it did not have an effect on its financial position, results of operations or cash flows.

3.Fair Value Measurements

The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The Company’s consolidated financial instruments include cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities, and warrant liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.

The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis (in thousands):


	September 30, 2023
	Fair Value		Level 1		Level 2		Level 3

Warrant liabilities	$	221	$	—	$	—	$	221


	December 31, 2022
	Fair Value		Level 1		Level 2		Level 3
Warrant liabilities	$	864	$	864	$	—	$	—

The following table presents the activities of warrant liabilities that are measured at fair value (in thousands):


Warrant liability as of January 1, 2023	$	864
Change in fair value MEOA warrant	(202)
Warrant liability as of March 31, 2023	662
Issuance of LDA warrant	976
Change in fair value MEOA warrant	(662)
Change in fair value LDA warrant	(397)
Warrant liability as of June 30, 2023	579
Retired LDA warrant	(248)
Change in fair value LDA warrant	(110)
Warrant liability as of September 30, 2023	$	221

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

As discussed in Note 2, Summary of Significant Accounting Policies, to the Condensed Consolidated Financial Statements, the Company accounts for its bitcoin as indefinite-lived intangible assets, which are subject to impairment losses if the fair value of its bitcoin held decreases below their carrying value during the reporting period.

The Company's non-financial assets such as property and equipment and intangible assets are recorded at fair value when an impairment is recognized or at the time acquired in an asset acquisition or business combination measured using significant unobservable inputs (Level 3). As discussed in Note 6 - Intangible Assets, at September 30, 2023, the Company recorded impairment charges associated with acquired intangible assets and reduced the carrying amount of such assets subject to the impairment to their estimated fair value.

4. Note Receivable

Rainmaker Promissory Note

In September 2020, the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker Worldwide Inc. (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker Worldwide Inc. (“Rainmaker”) the principal amount of $3.1 million and bears interest at the rate of 10.0% per annum. The principal and interest accrued monthly and was due and payable in full on September 14, 2023. The Company has the right, at any time, to convert all or any portion of the then outstanding and unpaid Rainmaker Note and interest into non-assessable shares of Rainmaker common stock, or any shares of capital stock or other securities of Rainmaker, at the conversion price as defined in the Rainmaker Note. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker.

On January 1, 2023, as a result of adopting ASU 2016-13, the Company recorded an allowance for credit losses of $3.8 million and reversed accrued interest of $0.1 million.

In September 2023, the Company and Rainmaker entered into Amendment No. 1 to the Rainmaker Note and the due date was extended to March 14, 2024, at which time all principal and accrued interest is due and payable. All amounts have been fully reserved. As of September 30, 2023 and December 31, 2022, the Rainmaker Note balance, including accrued interest, was nil and $3.8 million, respectively.

5. Certain Balance Sheet Items

The following table summarizes other current assets (in thousands):


	September 30, 2023		December 31, 2022
Prepaid digital hosting services	$	2,062	$	880
Prepaid services	549		927
Prepaid insurance	690		783
Other	528		461
	$	3,829	$	3,051

The following table summarizes property and equipment, net (in thousands):


	September 30, 2023		December 31, 2022
Mining equipment	$	30,873	$	35,550
Accumulated depreciation	(4,569)		(1,709)
Subtotal	26,304		33,841
Right of use asset	378		418
Property and equipment, net	$	26,682	$	34,259

Depreciation expense for property and equipment was $1.3 million and $0.5 million during the three months ended September 30, 2023 and 2022, respectively, inclusive of ROU asset amortization of $15,000 and nil, respectively. Depreciation expense for property and equipment was $2.9 million and $1.1 million during the nine months ended September 30, 2023 and 2022, respectively, inclusive of ROU asset amortization of $40,000 and nil, respectively.

During the nine months ended September 30, 2023, the Company sold 2,925 miners that were included in mining equipment, for cash proceeds of $4.1 million. The Company had a loss on the sale of miners of $0.3 million and $0.6 million during the three and nine months ended September 30, 2023, respectively.

The following table summarizes other assets (in thousands):


	September 30, 2023		December 31, 2022
Prepaid digital hosting services	$	20,476	$	18,514
Prepaid insurance and services	16		116
Other	11		69
	$	20,503	$	18,699

The following table summarizes other current liabilities (in thousands):


	September 30, 2023		December 31, 2022
Advance from target for SPAC	$	898	$	449
Taxes payable for SPAC	270		254
Deferred revenue	154		160
Other	235		111
	$	1,557	$	974

6. Intangible Assets

The following table summarizes intangible assets, net (in thousands):


	September 30, 2023		December 31, 2022
Supplier agreements	$	37,854	$	39,084
Channel partner relationships	730		730
Customer relationships	380		380
Developed technology	150		150
Capitalized development costs	103		103
	39,217		40,447
Accumulated amortization:
Supplier agreements	(32,901)		(31,708)
Channel partner relationships	(730)		(720)
Customer relationships	(376)		(366)
Developed technology	(150)		(150)
Capitalized development costs	(103)		(103)
	(34,260)		(33,047)
Total finite-lived intangible assets, net	4,957		7,400
Carbon credits held for future use, net	1,721		2,077
Total intangible assets, net	$	6,678	$	9,477

Amortization expense for intangible assets was $0.8 million and $7.0 million during the three months ended September 30, 2023 and 2022, respectively. Amortization expense for intangible assets was $1.6 million and $20.1 million during the nine months ended September 30, 2023 and 2022, respectively. Estimated amortization expense for intangible assets is expected to be approximately $0.4 million for the remainder of 2023 and $1.5 million, $1.5 million, $1.5 million, and $0.1 million in fiscal 2024, 2025, 2026, and 2027, respectively.

Impairment of Intangible Assets

During the third quarter of 2023, adverse changes in the business climate indicated that an impairment triggering event occurred for one supplier agreement, and the Company determined the carrying value of the finite-lived intangible asset exceeded its estimated fair value. The Company compared the indicated fair value to the carrying value of its finite-lived asset, and as a result of the analysis, an impairment charge of $1.2 million was recorded for the supplier agreement for the three and nine months ended September 30, 2023.

7.Investments

Special Purpose Acquisition Company

In April 2021, the Company sponsored a special purpose acquisition company (“SPAC”), Minority Equality Opportunities Acquisition Inc. (“MEOA”), through the Company’s wholly owned subsidiary, Minority Equality Opportunities Acquisition Sponsor, LLC (“SPAC Sponsor”). MEOA’s purpose is to focus initially on transactions with companies that are minority owned businesses. MEOA’s IPO was completed on August 30, 2021. As of both September 30, 2023 and December 31, 2022, the Company held an aggregate of 3,162,500 shares of MEOA’s Class B common stock.

On July 3, 2023, MEOA announced that it did not complete an initial business combination on or prior to June 30, 2023, the deadline by which it must have completed an initial business combination, and intends to dissolve and liquidate in accordance with the provisions of its amended charter. As of the close of business on July 3, 2023, MEOA’s public shares were deemed cancelled and represent only the right to receive the redemption amount. MEOA instructed Continental Stock Transfer & Trust Company, the trustee of the trust account, to take all necessary actions to liquidate the securities held in the trust account. The redemption of MEOA’s public shares was completed during the third quarter of 2023.

The SPAC Sponsor agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to MEOA’s initial public offering. There were no redemption rights or liquidating distributions with respect to MEOA’s warrants, which expired worthless.

8. Convertible Debt

On April 17, 2023, the Company entered into a Securities Purchase Agreement (the “LDA Purchase Agreement”) pursuant to which the Company issued to an investor, LDA Capital Limited (the “Investor”), a senior convertible promissory note having an aggregate principal amount of $1.0 million (the “LDA Note”), as amended April 25, 2023, and a common share purchase warrant (the “LDA Warrant”) to purchase up to 455,927 common shares of the Company (the “LDA Warrant Shares”). The Company received proceeds of approximately $0.8 million, which were net of fees associated with the transaction, on April 18, 2023 (the “Closing Date”). The LDA Note matures 24 months after issuance, bears interest at a rate of 7.5% per annum and is convertible into the Company's common shares (the “Conversion Shares”), at the Investor's election, at an initial conversion price equal to the greater of (i) $2.0832 per share, or (ii) 85% of the VWAPS (as defined in the LDA Note) during the trading five days prior to delivery of a conversion notice by the Investor, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances.

On August 14, 2023, in accordance with the terms of the LDA Purchase Agreement prepayment option, the Company repaid the full amount of the LDA Note, including interest and fees, in the amount of $1.3 million. As a result of the repayment, the Company redeemed from the holder of the LDA Warrant 40% of the then outstanding LDA Warrant, or 182,371 LDA Warrant Shares. At September 30, 2023, the balance of the LDA Note was nil . The Company recognized a loss on debt extinguishment of $63,000 which is included in the consolidated statement of operations in interest income and other expense, net.

The LDA Warrant is exercisable at an initial exercise price of $3.29 per share and expires three years from the date of issuance or earlier if the closing of a Fundamental Transaction occurs (defined as merger or consolidation, any sale of substantially all of the Company’s assets, any tender offer or exchange offer pursuant to which common shareholders can tender or exchange their shares for other securities, cash or property, as well as any reclassification of common shares into other securities, cash or property). On the date that is six months from the date of issuance of the LDA Warrant, the exercise price will be adjusted to the lower of (i) $3.29, and (ii) a price equal to 110% of the average of the VWAPS (as defined in the LDA Warrant) of the Company's common shares over five days of trading preceding such date. Additionally, the exercise price of the LDA Warrant is subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. Pursuant to the terms of the LDA Purchase Agreement, the Company will reserve for issuance 200% of the maximum aggregate number of common shares as are issuable upon repayment or conversion in full of the LDA Note and exercise in full of the LDA Warrant at any time.

The LDA Warrant contains a contingent put option. In the event of a Fundamental Transaction, the Investor may, at the Investor’s option, require the Company to purchase the LDA Warrant for an amount of cash equal to the Black Scholes value of the remaining unexercised portion of the warrant on the date of consummation of such Fundamental Transaction. The Company has recorded the warrant as a liability and will adjust the warrant liability to fair value each reporting period until settled.

On April 17, 2023, upon issuance of the LDA Note and LDA Warrant, which are accounted for as freestanding financial instruments, the Company determined that the aggregate fair value of $2.0 million for the instruments issued exceeds the net proceeds received under the transaction. Accordingly, the excess of the fair value over the proceeds received of $1.0 million was recognized as interest expense. The fair value of the LDA Warrant was measured using a Monte Carlo valuation model with the following assumptions:


	April 17, 2023			September 30, 2023
Common share price	$	2.98		$	1.33
Expected volatility	120.0		%	120.0		%
Risk-free interest rate	3.8		%	4.9%

9.Preferred Shares

Series H Preferred Shares

On October 1, 2021, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series H Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The Series H Preferred Shares are convertible provided (and only if and to the extent) that prior shareholder approval of the issuance of all Sphere 3D common shares issuable upon conversion of the Series H Preferred Shares has been obtained in accordance with the rules of the Nasdaq Stock Market, at any time from time to time, at the option of the holder thereof, into 142.857 Sphere 3D common shares for every Series H Preferred Share. Each holder of the Series H Preferred Shares, may, subject to prior shareholder approval, convert all or any part of the Series H Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.99% of the total number of outstanding common shares of the Company. Each Series H Preferred Share has a stated value of $1,000. The Series H Preferred Shares are non-voting and do not accrue dividends. These features include, in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, deemed liquidation or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, the Series H Preferred Shares shall entitle each of the holders thereof to receive an amount equal to the Series H subscription price per Series H Preferred Share, as defined in the agreement, to be paid before any amount is paid or any assets of the Company are distributed to the holders of its common shares.

In November 2022, the Company entered into the Modified Hertford Agreement. The Modified Hertford Agreement provides for certain resale restrictions applicable to the common shares that are issuable upon the conversion of the remaining Series H Preferred Shares during the two-year period ending on December 31, 2024, which are different from the restrictions contained in the Hertford Agreement, as well, commencing January 1, 2023 and terminating on December 31, 2023, holders of Series H Preferred Shares are permitted to (a) convert Series H Preferred Shares in an aggregate amount up to or equal to 3.0% of the aggregate number of Series H Preferred Shares outstanding on the first day of each such month and (b) sell the resulting number (and no greater number) of such converted common shares within such month. Commencing January 1, 2024 and terminating on December 31, 2024, holders of Series H Preferred Shares are permitted to (a) convert Series H Preferred Shares in an aggregate amount up to or equal to 10.0% of the aggregate number of Series H Preferred Shares outstanding on the first day of each such month and (b) sell the resulting number (and no greater number) of such converted common shares within such month.

In August 2023, the Company entered into an Amended and Restated Agreement (the “Hertford Amendment”) with Hertford Advisors Ltd. and certain other parties listed in the Hertford Amendment (together, the “Hertford Group”), which amends and restates in its entirety the purchase agreement between the Company and Hertford Advisors Ltd. dated July 31, 2021, as modified by the amendment to such agreement dated November 7, 2022 (together, the “Original Hertford Agreement”). As an inducement to enter into the Hertford Amendment, the Company issued to Hertford 1,376 Series H Preferred Shares and 800,000 warrants with an aggregate fair value of $1.0 million.

Hertford shall have the right to exchange 14,980 Series H Preferred Shares for Series H Preferred Shares held by other persons (the “Exchanged Series H Preferred Shares”), provided that at no time shall any recipient of Exchanged Series H Preferred Shares be permitted to convert Series H Preferred Shares that, when aggregated with any common shares beneficially owned by the recipient of Exchanged Series H Preferred Shares prior to such conversion, would result in exceeding 9.99% of the common shares outstanding immediately after giving effect to such conversion.

The offer and sale of the Series H Preferred Shares and the warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements, and in each case in compliance with applicable state securities laws.

In August 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued to two investors a total of 13,764 of the Company’s Series H Preferred Shares and a total of 1,966,293 common share purchase warrants (the “Warrants”), each of which entitled the holder to purchase one common share of the Company (the “Warrant Shares”). Pursuant to the terms of the Purchase Agreement, the Company received gross proceeds of $3.0 million. The Company issued a total of 1,377 Series H Preferred Shares and 196,629 warrants as a finder’s fee for the transaction with an aggregate fair value of $0.5 million.

Pursuant to the terms of the Purchase Agreement, the Company will reserve for issuance the maximum aggregate number of common shares that are issuable upon exercise in full of the Warrants at any time.

The Warrants issued in connection with the Hertford Agreement and the Purchase Agreement are exercisable beginning February 12, 2024 and February 23, 2024, respectively, at an initial exercise price of $2.75 per share and have a term of three years from the date of issuance. The exercise price of the Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances.

In accordance with the authoritative guidance for distinguishing liabilities from equity, the Company has determined that its Series H preferred shares carry certain redemption features beyond the control of the Company. Accordingly, the Series H Preferred Shares are presented as temporary equity. During the nine months ended September 30, 2023, the Company issued 4,130,419 common shares for the conversion of 28,913 Series H Preferred Shares.

10.Share Capital

On June 28, 2023, the Company filed an Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-seven basis. The share consolidation became effective on June 28, 2023. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

In April 2022, the Company issued 192,857 unregistered common shares, with a fair value of $1.7 million, to Bluesphere Ventures Inc. for the right to acquire up to 1,040,000 carbon credits. As of September 30, 2023, none of the carbon credits have been retired.

In March 2022, in connection with the Merger Agreement, the Company issued into escrow 121,428 common shares with a fair value of $1.2 million. On April 4, 2022, the Merger Agreement with Gryphon Digital Mining, Inc. (“Gryphon”) was terminated by the Company and the common shares were released to Gryphon as stated by the escrow agreement.

In February 2022, the Company issued 14,286 common shares and 42,858 warrants to purchase up to 42,858 common shares, with a combined fair value of $0.7 million to PGP Capital Advisors for financial advisory services provided.

Unlimited authorized common shares at no par value are available to the Company. At September 30, 2023, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
July 2021	3	$28.00	285,716	December 22, 2024
August 2021	3	$45.50	370,787	August 25, 2024
August 2021	3	$52.50	370,787	August 25, 2024
September 2021	5	$66.50	1,614,299	September 8, 2026
October 2021	3	$42.00	121,429	October 1, 2024
February 2022	5	$28.00	14,286	February 7, 2027
February 2022	5	$35.00	14,286	February 7, 2027
February 2022	5	$42.00	14,286	February 7, 2027
April 2023	3	$3.29	273,556	April 17, 2026
August 2023	3	$2.75	800,000	August 11, 2026
August 2023	3	$2.75	2,162,922	August 23, 2026
			6,042,354

11.Equity Incentive Plans

Stock Options

The fair value of option awards are estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility was based on historical volatility of the Company’s common shares. The expected term of options granted was based on the simplified formula. The risk-free interest rate was based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The dividend yield assumption was based on the expectation of no future dividend payments.

The assumptions used in the Black-Scholes model were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Expected volatility	81.8%	—	81.8-84.0%	124.0%
Expected term (in years)	0.5	—	0.5	4.2
Risk-free interest rate	5.52%	—	5.27-5.52%	2.71-3.25%
Dividend yield	—	—	—	—

The following table summarizes option activity:


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Options outstanding — January 1, 2023	389,604	$	7.07
Granted	250,000	$	2.43
Exercised	(139,999)	$	2.27
Forfeited	(14,364)	$	20.36
Options outstanding — September 30, 2023	485,241	$	5.66	4.0	$	—
Vested and expected to vest — September 30, 2023	485,241	$	5.66	4.0	$	—
Exercisable — September 30, 2023	234,184	$	6.83	2.8	$	—

Restricted Stock

The following table summarizes RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2023	125,182	$	8.89
Granted	454,697	$	2.89
Vested and released	(111,873)	$	5.12
Forfeited	(20,953)	$	6.78
Outstanding — September 30, 2023	447,053	$	3.83

The estimated fair value of RSUs was based on the market value of the Company’s common shares on the date of grant. RSUs typically vest over a period of one to three years from the original date of grant. The total grant date fair value of RSUs vested during the nine months ended September 30, 2023 and 2022 was approximately $0.6 million and $3.4 million, respectively. The fair value of RSUs vested during the nine months ended September 30, 2023 and 2022 was approximately $0.2 million and $1.8 million, respectively.

The Company granted restricted stock awards (“RSAs”) in lieu of cash payment for services performed. The estimated fair value of the RSAs was based on the market value of the Company’s common shares on the date of grant. The Company granted fully vested RSAs of 44,450 with a fair value of $64,000 during the nine months ended September 30, 2023. There were no RSAs granted during the nine months ended September 30, 2022.

Share-Based Compensation Expense

The Company recorded the following compensation expense related to its share-based compensation awards (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Sales and marketing	$	35	$	—	$	86	$	—

General and administrative	721		592		1,874		7,908
Total share-based compensation expense	$	756	$	592	$	1,960	$	7,908

Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted):


	September 30, 2023
	Unrecognized Expense		Remaining Weighted-Average Recognition Period (years)
RSUs	$	752	1.1
Stock options	$	309	1.3

12.Net Loss per Share

Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Preferred shares, outstanding common share purchase warrants, and outstanding options and RSUs are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Preferred shares issued and outstanding	6,800,565	13,714,286	6,800,565	13,714,286
Common share purchase warrants	6,042,354	2,826,220	6,042,354	2,826,220
Options and RSUs outstanding	932,294	551,235	932,294	551,235

13.Commitments and Contingencies

Service Agreements

On August 19, 2021, the Company entered into a Master Services Agreement with Gryphon (the “Gryphon MSA”). To provide greater certainty as to the term of the Gryphon MSA, on December 29, 2021, the Company and Gryphon entered into Amendment No. 1 to the Gryphon MSA (the “Gryphon MSA Amendment”) which extended the initial term of the Gryphon MSA to five years, as the Company did not receive delivery of a specified minimum number of digital mining machines during 2022. Subject to written notice from the Company and an opportunity by Gryphon to cure for a period of up to 180 days, the Company shall be entitled to terminate the Gryphon MSA in the event of: (i) Gryphon’s failure to perform the services under the Gryphon MSA in a professional and workmanlike manner in accordance with generally recognized digital mining industry standards for similar services, or (ii) Gryphon’s gross negligence, fraud or willful misconduct in connection with performing the services. Gryphon shall be entitled to specific performance or termination for cause in the event of a breach by the Company, subject to written notice and an opportunity to cure for a period of up to 180 days. As consideration for the Gryphon MSA, Gryphon shall receive the equivalent of 22.5% of the net operating profit, as defined in the Gryphon MSA, of all of the Company’s blockchain and digital currency related operations as a management fee. In addition, any costs Gryphon incurs on the Company's behalf are to be reimbursed to Gryphon as defined in the Gryphon MSA. The Company paid costs under this agreement of $4.2 million and $0.3 million during the three months ended September 30, 2023 and 2022, respectively. The Company paid costs under this agreement of $8.1 million and $1.1 million during the nine months ended September 30, 2023 and 2022, respectively.

On April 7, 2023, the Company filed litigation against Gryphon citing several breaches to the Gryphon MSA, including but not limited to, several fiduciary and operational breaches. On October 6, 2023, the Company terminated the Gryphon MSA.

On June 3, 2022, the Company entered into a Master Agreement with Compute North LLC (the “Compute North MA”) for, the colocation, management and other services of certain of the Company’s mining equipment. In September 2022, Compute North filed for Chapter 11 bankruptcy. In December 2022, the Compute North MA was assigned to GC Data Center Granbury, LLC (the “GC Data Center MA”) and has a term of five years from such assignment date. Under the GC Data Center MA, the monthly service fee is payable based on the actual hashrate performance of the equipment per miner type per location as a percentage of the anticipated monthly hashrate per miner type. A deposit of $0.5 million previously paid to Compute North for the last two months of monthly service fees was remitted to GC Data Center on behalf of the Company and is included in prepaid digital hosting services at September 30, 2023. During the three months ended September 30, 2023 and 2022, the Company incurred costs under the GC Data Center MA of $1.1 million and nil, respectively. During the nine months ended September 30, 2023 and 2022, the Company incurred costs under the GC Data Center MA of $3.6 million and nil, respectively. For the three and nine months ended September 30, 2023, $1.1 million and $1.9 million, respectively, of the costs incurred under the GC Data Center MA were paid through the Gryphon MSA and are included in the Gryphon MSA costs above.

On February 8, 2023, the Company entered into a Hosting Agreement with Lancium FS 25, LLC (the “Lancium Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Lancium Hosting Agreement has a term of two years with subsequent one year renewal periods. During both the three and nine months ended September 30, 2023, the Company incurred costs under the Lancium Hosting Agreement of $0.7 million and $1.2 million, respectively. The costs incurred under the Lancium Hosting Agreement are paid through the Gryphon MSA and included in the Gryphon MSA costs above.

On April 4, 2023, the Company entered into a Master Hosting Services Agreement with Rebel Mining Company, LLC (the “Rebel Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Rebel Hosting Agreement has a term of three years with subsequent one year renewal periods. As required by the Rebel Hosting Agreement, the Company paid deposits of $2.6 million representing the last two months of estimated service fees. During the three and nine months ended September 30, 2023, the Company incurred costs under the Rebel Hosting Agreement of $1.8 million and $3.0 million, respectively. The costs incurred under the Rebel Hosting Agreement are paid through the Gryphon MSA and included in the Gryphon MSA costs above.

Digital Mining Hosting Sub-License

On October 5, 2021, the Company entered into a Sub-License and Delegation Agreement (“Hosting Sub-Lease”) by and between Gryphon and the Company, which assigned to the Company certain Master Services Agreement, dated as of September 12, 2021 (the “Core Scientific MSA”), by and between Core Scientific, Inc. (“Core Scientific”), and Gryphon and Master Services Agreement Order #2 (“Order 2”). On December 29, 2021, the Company and Gryphon entered into Amendment No. 1 to the Sub-Lease Agreement (the “Sub-Lease Amendment”) to provide Gryphon the right to recapture the usage of up to 50% of the hosting capacity to be managed by Core Scientific. The agreement allows for approximately 230 MW of net carbon neutral digital mining hosting capacity to be managed by Core Scientific as hosting partner. As part of the agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services. The Hosting Sub-Lease shall automatically terminate upon the termination of the Core Scientific MSA and/or Order 2 in accordance with their respective terms. On October 31, 2022, the Company filed an arbitration request against Core Scientific regarding the Hosting Sub-Lease. The Company has requested that certain advanced deposits paid be refunded back to it as a result of the modification to the Company’s machine purchase agreement with FuFu Technology Limited (now Ethereal Tech Pte. Ltd.). In December 2022, Core Scientific filed Chapter 11 bankruptcy. The Company incurred costs under this agreement of $0.2 million during both the three months ended September 30, 2023 and 2022. The Company incurred costs under this agreement of $0.6 million and $0.4 million during the nine months ended September 30, 2023 and 2022, respectively. The costs incurred under the Sub-Lease Amendment are paid through the Gryphon MSA and included in the Gryphon MSA costs above.

Underwriting Agreement

Subject to the terms of the underwriting agreement for MEOA’s initial public offering, as amended on August 30, 2022, the underwriter is entitled to a deferred underwriting fee of $4.6 million, which is recorded as deferred underwriting fee in the Company’s consolidated balance sheets.

Letters of credit

During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of September 30, 2023, the Company has one outstanding standby letter of credit used for the bond necessary for the Company to receive mining machines.

Extended Warranty

Changes in the liability for deferred revenue associated with extended warranties and service contracts were as follows (in thousands):


	Deferred Revenue
Liability at January 1, 2023	$	139
Revenue recognized during the period	(72)
Change in liability for warranties issued during the period	84
Liability at September 30, 2023	$	151
Current liability, included in other current liabilities	116
Non-current liability, included in other non-current liabilities	35
Liability at September 30, 2023	$	151

Litigation

The Company is, from time to time, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such pending proceedings will not have a material effect on the Company’s results of operations, financial position or cash flows.

14.Segment Information

The Company has two operating segments, (1) Digital Mining and (2) Service and Product. The segment disclosures present the measure(s) used by the chief operating decision maker to decide how to allocate resources and for purposes of assessing such segments’ performance.

The Digital Mining segment generates revenue from the digital currency the Company earns through its bitcoin mining activities. The Company generates its digital mining revenue from two mining pool operators. The Company’s revenue from digital mining is generated in the United States.

The Service and Product segment generates revenue from customer contracts for service and extended service contract and the sale of products related to the Company’s data storage product line. The Company’s revenue from service and product is generated in the United States.

Summary information by segment (in thousands):


Three Months Ended September 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	5,102	$	622	$	—	$	5,724
Segment gross profit	$	810	$	401	$	—	$	1,211
Segment loss from operations	$	(1,569)	$	(124)	$	(4,711)	$	(6,404)

Interest expense	$	—	$	—	$	10	$	10
Depreciation and amortization	$	1,999	$	3	$	26	$	2,028


Nine months ended September 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	12,592	$	1,624	$	—	$	14,216
Segment gross profit	$	2,261	$	896	$	—	$	3,157
Segment loss from operations	$	(2,281)	$	(866)	$	(11,693)	$	(14,840)
Capital expenditures	$	1,561	$	—	$	—	$	1,561
Interest expense	$	—	$	—	$	1,183	$	1,183
Depreciation and amortization	$	4,330	$	20	$	78	$	4,428


Three months ended September 30, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	787	$	569	$	—	$	1,356
Segment gross profit	$	234	$	273	$	—	$	507
Segment loss from operations	$	(7,311)	$	(273)	$	(2,750)	$	(10,334)
Capital expenditures	$	1,365	$	—	$	—	$	1,365
Depreciation and amortization	$	7,348	$	34	$	26	$	7,408


Nine months ended September 30, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	2,745	$	1,904	$	—	$	4,649
Segment gross profit	$	1,218	$	908	$	—	$	2,126
Segment loss from operations	$	(22,724)	$	(670)	$	(17,445)	$	(40,839)
Capital expenditures	$	17,629	$	—	$	—	$	17,629
Depreciation and amortization	$	21,078	$	101	$	78	$	21,257

A summary of segment assets is as follows (in thousands):


As of September 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Total assets	$	56,050	$	609	$	2,437	$	59,096


As of December 31, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Total assets	$	63,077	$	689	$	19,250	$	83,016

Service and product had the following customers that represented more than 10% of segment revenue.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Customer A	19.1	%	23.6	%	22.2	%	21.1	%
Customer B	12.0	%	12.6	%	13.5	%	12.9	%
Customer C	13.3	%	13.3	%	11.8	%	—	%
Customer D	17.3	%	—	%	—	%	—	%

Service and product had the following receivable’s that represented more than 10% of accounts receivable.


	September 30, 2023		December 31, 2022
Customer A	24.4	%	10.5	%
Customer B	24.0	%	22.7	%
Customer C	19.7	%	—	%
Customer D	16.0	%	15.2	%
Customer E	—	%	14.5	%
Customer F	—	%	10.2	%

14.Subsequent Events

Preferred Shares

In October 2023, the Company issued 133,142 common shares for the conversion of 932 Series H Preferred Shares.

Warrant

In October 2023, the Company adjusted the LDA Warrant exercise price from $3.29 to $1.342 pursuant to the terms in the LDA Purchase Agreement.

Service Agreement

In October 2023, the Company entered into a Hosting Agreement with Joshi Petroleum, LLC (the “Joshi Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Joshi Hosting Agreement has an initial term of three years with subsequent one year renewal periods until either party provides written notice to the other party of its desire to avoid and given renewal term at least 30 days in advance of the conclusion of the prior initial term or renewal period. As required by the Rebel Hosting Agreement, the Company will pay a deposit of $0.3 million representing the last two months of estimated service fees.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following quarterly management’s discussion and analysis (“MD&A”) should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes of Sphere 3D Corp. (the “Company”) for the three and nine months ended September 30, 2023. The condensed consolidated financial statements have been presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Unless the context otherwise requires, any reference to the “Company,” “Sphere 3D,” “we,” “our,” “us” or similar terms refers to Sphere 3D Corp. and its subsidiaries. Unless otherwise indicated, all references to “$” and “dollars” in this discussion and analysis mean U.S. dollars.

This report includes forward-looking statements that involves risks and uncertainties. This forward-looking information includes, but is not limited to, statements with respect to management’s expectations regarding the future growth, results of operations, performance and business prospects of Sphere 3D. This forward-looking information relates to, among other things, future business plans and business planning process, uses of cash, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions. The words “could”, “expects”, “may”, “will”, “anticipates”, “assumes”, “intends”, “plans”, “believes”, “estimates”, “guidance”, and similar expressions are intended to identify statements containing forward-looking information, although not all forward-looking statements include such words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Many factors could cause actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to: the inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market; the impact of competition; the investment in technological innovation; the retention or maintenance of key personnel; the possibility of significant fluctuations in operating results; the ability of Sphere 3D to maintain business relationships; financial, political or economic conditions; financing risks; future acquisitions; the ability of Sphere 3D to protect its intellectual property; third party intellectual property rights; volatility in the market price for the common shares of the Company; compliance by Sphere 3D with financial reporting and other requirements as a public company; conflicts of interests; future sales of common shares by Sphere 3D’s directors, officers and other shareholders; dilution and future sales of common shares. For more information on these risks, you should refer to the Company’s filings with the securities regulatory authorities, including the Company’s most recently filed Annual Report on Form 10-K, which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. In evaluating such statements, we urge you to specifically consider various factors identified in this report, any of which could cause actual results to differ materially from those indicated by such forward-looking statements. Forward-looking statements speak only as of the date of this report and we undertake no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this report. Actual events or results may differ materially from such statements.

Share Consolidation

On June 28, 2023, we filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of our issued and outstanding common shares on a 1-for-7 basis. The share consolidation became effective on June 28, 2023. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

Overview

Sphere 3D was incorporated under the Business Corporations Act (Ontario) on May 2, 2007 as T.B. Mining Ventures Inc. On March 24, 2015, we completed a short-form amalgamation with a wholly-owned subsidiary. In connection with the short-form amalgamation, we changed our name to “Sphere 3D Corp.” Any reference to the “Company”, “Sphere 3D”, “we”, “our”, “us”, or similar terms refers to Sphere 3D Corp. and its subsidiaries. In December 2014, we completed the acquisition of Overland Storage, Inc. (“Overland”) to grow our business in the containerization and virtualization technologies along with data management products that enabled workload-optimized solutions. In November 2018, we sold our Overland business. In January 2022, we commenced operations of our digital mining operation and are dedicated to becoming a leading carbon-neutral Bitcoin mining company. We are establishing an enterprise-scale mining operation through procurement of next-generation mining equipment and partnering with experienced service providers.

Digital assets and blockchain

Bitcoin is a digital asset issued by and transmitted through an open source protocol maintained by a peer-to-peer network of decentralized user nodes. This network hosts a public transaction ledger blockchain where the digital assets and their corresponding transactions are recorded. The digital assets are stored in individual wallets with public addresses and a private key that controls access. The blockchain is updated without a single owner or operator of the network. New digital assets are generated and mined rewarding users after transactions are verified in the blockchain.

Digital assets and their corresponding markets emulate foreign exchange markets of fiat currencies, such as the U.S. dollar, where they can be exchanged to said fiat currencies trading exchanges. In addition to these exchanges, additional trading markets for digital assets exist, such as derivative markets.

Since the nature of digital assets is such that it exists solely in electronic form, they are exposed to risks similar to that of any data held solely in electronic form such as power failure, data corruption, cyber security attacks, protocol breaches, and user error, among others. Similar to data centers, these risks put the digital assets subject to the aforementioned threats which might not necessarily affect a physical fiat currency. In addition, blockchain relies on open source developers to maintain the digital asset protocols. Blockchain as such may be subject to design changes, governance disputes such as “forked” protocols, and other risks associated with open source software.

Digital currencies serve multiple purposes - a medium of exchange, store of value or unit of account. Examples of digital currencies include: bitcoin, bitcoin cash, Ethereum, and Litecoin. Digital currencies are decentralized currencies that facilitate instant transfers. Transactions occur on an open source platform using peer-to-peer direct technology with no single owner. Blockchain is a public transaction ledger where transactions occur, are recorded and tracked, however not owned nor managed by one single entity. Blockchain, accessible and open to all, contains records of all existing and historical transactions. All accounts on the blockchain have a unique public key and is secured with a private key that is only known to the individual. The combination of private and public keys results in a secure digital “fingerprint” which results in a strong control of ownership.

We believe cryptocurrencies have many advantages over traditional, physical fiat currencies, including immediate settlement, fraud deterrent as they are unable to be duplicated or counterfeited, lower fees, mass accessibility, decentralized nature, identity theft prevention, physical loss prevention, no counterparty risk, no intermediary facilitation, no arduous exchange rate implications and a strong confirmation transaction process.

Service and product

In addition to digital mining, we provide network operations center (“NOC”) services to our customers. NOC revenues are for monthly services performed for the customer that are performed either in-house or at the customer’s site. We also deliver data management and desktop and application virtualization solutions through hybrid cloud, cloud and on premise implementations by a reseller network. We achieve this through a combination of containerized applications, virtual desktops, virtual storage and physical hyper-converged platforms. Our products allow organizations to deploy a combination of public, private or hybrid cloud strategies while backing them up with the latest storage solutions. Our brands include HVE ConneXions (“HVE”) and Unified ConneXions (“UCX”).

Nasdaq Listing

On July 25, 2022, we received a notice from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the bid price of our common stock for the last 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2) (the “Listing Rule”). We had a period of 180 calendar days, or until January 23, 2023, to regain compliance with the Listing Rule.

On January 24, 2023, we received notification from Nasdaq indicating that we will have an additional 180-day grace period, or until July 24, 2023, to regain compliance with the Listing Rule's $1.00 minimum bid requirement. The notification indicated that we did not regain compliance during the initial 180-day grace period provided under the Listing Rule. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), we are eligible for the additional grace period because we meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price requirement, and our written notice to Nasdaq of our intentions to cure the deficiency by effecting a reverse stock split, if necessary.

On July 14, 2023, we received notification from Nasdaq indicating that we had regained compliance with the Listing Rule.

Investment in Special Purpose Acquisition Company

In April 2021, we sponsored a special purpose acquisition company (“SPAC”), Minority Equality Opportunities Acquisition Inc. (“MEOA”), through our wholly owned subsidiary, Minority Equality Opportunities Acquisition Sponsor, LLC (“SPAC Sponsor”). MEOA’s purpose is to focus initially on transactions with companies that are minority owned businesses. On July 3, 2023, MEOA announced that it did not complete an initial business combination on or prior to June 30, 2023, the deadline by which it must have completed an initial business combination. As such, MEOA intends to dissolve and liquidate in accordance with the provisions of its amended charter. As of the close of business on July 3, 2023, MEOA’s public shares were deemed cancelled and represented only the right to receive the redemption amount. MEOA instructed Continental Stock Transfer & Trust Company, the trustee of the trust account, to liquidate the securities held in the trust account. The redemption of MEOA’s public shares was completed in the third quarter of 2023. We did not retain any proceeds from the trust account.

Recent Key Events

•On October 6, 2023, the Company terminated the Master Services Agreement with Gryphon Digital Mining, Inc.

•In the first nine months of 2023, we issued 4,130,419 common shares for the conversion of 28,913 Series H Preferred Shares. In October 2023, we issued 133,142 common shares for the conversion of 932 Series H Preferred Shares.

Results of Operations

The Third Quarter of 2023 Compared with the Third Quarter of 2022

Revenue

We generated revenues of $5.7 million and $1.4 million during the third quarter of 2023 and 2022, respectively. The $4.3 million increase in revenue is primarily due to an increase in revenues from our digital mining operation.

During the third quarter of 2023, the majority of our revenue was derived from digital currency mining.

Operating Expenses

Cost of Revenue

Direct cost of revenues during the third quarter of 2023 and 2022 were $4.5 million and $0.8 million, respectively, representing an increase of $3.7 million primarily due to the increase in miners deployed related to our digital mining operation.

Sales and Marketing Expense

Sales and marketing expenses were $0.2 million for both the third quarter of 2023 and 2022.

Research and Development Expense

Research and development expenses were $0.4 million and $0.1 million for the third quarter of 2023 and 2022, respectively. The increase of $0.3 million was primarily due to $0.2 million of severance costs and additional employee and related expenses associated with internal projects.

General and Administrative Expense

General and administrative expenses were $3.4 million and $2.9 million for the third quarter of 2023 and 2022, respectively. The increase of $0.5 million was primarily due to an increase of approximately $0.4 million in legal expenses associated with our digital mining operation and a slight increase in costs related to the formation and operating costs for our SPAC (MEOA).

Depreciation and Amortization Expense

Depreciation and amortization expense was $2.0 million and $7.4 million for the third quarter of 2023 and 2022, respectively. The decrease of $5.4 million was primarily due to fully amortized supplier agreements related to our digital mining machines.

Impairment of Acquired Intangible Assets

Impairment of acquired intangible assets was $1.2 million and nil for the third quarter of 2023 and 2022, respectively. Due to an adverse change in the business climate which indicated that an impairment triggering event occurred for one supplier agreement, we determined the carrying value of the finite-lived intangible asset exceeded its estimated fair value.

Loss on Disposal of Property and Equipment

Loss on disposal of property and equipment was $0.3 million and nil for the third quarter of 2023 and 2022, respectively, and related to the sale of mining equipment.

Impairment of Digital Assets

Impairment of digital assets was $0.2 million and $0.1 million for the third quarter of 2023 and 2022, respectively. The increase of $0.1 million was due to impairment losses recognized on our digital assets. An impairment analysis is performed at each reporting period or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the digital asset is impaired. If the carrying value of the digital assets exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

Provision for Losses on Deposit for Mining Equipment

Provision for deposit on mining equipment was nil and $10.0 million for the third quarter of 2023 and 2022, respectively. The decrease of $10.0 million was due to a prior year provision made for a deposit we made to NuMiner Global, Inc. (“NuMiner”) for the purchase of mining machines.

The First Nine Months of 2023 Compared with the First Nine Months of 2022

Revenue

We generated revenues of $14.2 million and $4.6 million during the first nine months of 2023 and 2022, respectively. The $9.6 million increase in revenue is primarily due to the increase of $9.9 million in revenues from our digital mining operation, offset by a decrease of $0.3 million in product and service.

During the first nine months of 2023, the majority of our revenue was derived from digital currency mining.

Operating Expenses

Cost of Revenue

Direct cost of revenues during the first nine months of 2023 and 2022 were $11.1 million and $2.5 million, respectively, representing an increase of $8.6 million primarily due to the increase in miners deployed related to our digital mining operation.

Sales and Marketing Expense

Sales and marketing expenses were $0.8 million and $0.7 million for the first nine months of 2023 and 2022, respectively.

Research and Development Expense

Research and development expenses were $0.9 million and $0.4 million for the first nine months of 2023 and 2022, respectively. The increase of $0.5 million was primarily due to an increase of $0.3 million in employee and related expenses associated with internal projects, and $0.2 million due to severance costs.

General and Administrative Expense

General and administrative expenses were $10.5 million and $19.7 million for the first nine months of 2023 and 2022, respectively. The decrease of $9.2 million was primarily due to a decrease of approximately $6.0 million in share-based compensation related to awards, $5.6 million was primarily associated with outside services related to our 2022 expansion into the digital mining industry, $1.7 million for costs related to former proposed merger transactions that were terminated in 2022, $0.4 million for employee and related expenses, and $0.3 million in public relations expense. These decreases were offset by a prior year nonrecurring adjustment of $1.5 million for a change in fair value of crypto asset payable, $1.3 million for legal expenses associated with our digital mining operation, $0.9 million related to formation and operating costs for our SPAC (MEOA), $0.6 million of additional insurance cost, $0.2 million in director fees, and $0.3 million in other costs.

Depreciation and Amortization Expense

Depreciation and amortization expense was $4.4 million and $21.3 million for the first nine months of 2023 and 2022, respectively. The decrease of $16.9 million was primarily due to fully amortized supplier agreements related to our digital mining machines.

Impairment of Acquired Intangible Assets

Impairment of acquired intangible assets was $1.2 million and nil for the first nine months of 2023 and 2022, respectively. Due to an adverse change in the business climate which indicated that an impairment triggering event occurred for one supplier agreement, we determined the carrying value of the finite-lived intangible asset exceeded its estimated fair value.

Loss on Disposal of Property and Equipment

Loss on disposal of property and equipment was $0.6 million and nil for the first nine months of 2023 and 2022, respectively, and related to the sale of mining equipment.

Impairment of Digital Assets

Impairment of digital assets was $0.5 million and $0.9 million for the first nine months of 2023 and 2022, respectively. The decrease of $0.4 million was due to a reduction in impairment losses recognized on our digital assets. An impairment analysis is performed at each reporting period or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the digital asset is impaired. If the carrying value of the digital assets exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

Provision for Losses on Deposit for Mining Equipment

Provision for deposit on mining equipment was nil and $10.0 million for the first nine months of 2023 and 2022, respectively. The decrease of $10.0 million was due to a prior year provision made for a deposit we made to NuMiner Global, Inc. (“NuMiner”) for the purchase of mining machines.

Forgiveness of Note Receivable

Forgiveness of note receivable was nil and $13.1 million for the first nine months of 2023 and 2022, respectively. The decrease of $13.1 million was due to the prior year forgiveness of our note receivable, including accrued interest, with Gryphon Digital Mining, Inc. (“Gryphon”) which occurred when the Merger Agreement with Gryphon was terminated by us on April 4, 2022.

Impairment of Investments

Impairment of investments was nil and $12.4 million for the first nine months of 2023 and 2022, respectively. The decrease of $12.4 million was due to prior year impairment losses recognized on our Filecoiner investments. The fair value of these investments was impacted by the decrease in the price of Filecoin since the time of the investments resulting in an impairment.

Interest Expense

Interest expense was $1.2 million and nil for the first nine months of 2023 and 2022, respectively. The first nine months of 2023 interest expense was primarily $1.0 million for warrants issued with our LDA convertible debt and $0.2 million of debt costs.

Interest Income and Other Expense, net

Interest income and other expense, net was $1.5 million and $0.7 million of income, net, for the first nine months of 2023 and 2022, respectively. The first nine months of 2023 interest income and other expense, net, primarily related to a $1.1 million fair value adjustment for warrant liabilities, $0.2 million for cancellation of warrant liabilities, and $0.2 million in interest income from restricted funds held in trust. The first nine months of 2022 Interest income and other expense, net, related to $0.5 million in interest income from notes receivable, and approximately $0.2 million from management fees from a transition service agreement for our Snap Server product line.

Liquidity and Capital Resources

We have recurring losses from operations. Our primary source of cash flow is generated from digital mining revenue and service revenue. In addition, we have financed our operations through proceeds from private and public sales of securities. At September 30, 2023, we had cash and cash equivalents of $0.6 million compared to cash and cash equivalents of $1.3 million at December 31, 2022. As of September 30, 2023, we had working capital deficit of $1.5 million reflecting a decrease of $5.5 million since December 31, 2022. Cash management continues to be a top priority. We expect to incur negative operating cash flows as we work to increase our digital mining revenue and maintain operational efficiencies.

On August 11, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued to two investors a total of 13,764 of the Company’s Series H Preferred Shares and a total of 1,966,293 common share purchase warrants, each of which entitled the holder to purchase one common share of the Company. Pursuant to the terms of the Purchase Agreement, the Company received gross proceeds of $3.0 million. The Company issued a total of 1,377 Series H Preferred Shares and 196,629 warrants as a finder’s fee for the transaction.

Management has projected that based on our hashing rate at September 30, 2023, cash on hand may not be sufficient to allow us to continue operations beyond the next 12 months from the date the financial statements are issued if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our then current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at a reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our business, financial condition and results of operations.

Significant changes from our current forecasts, including but not limited to: (i) shortfalls from projected mining earning levels; (ii) increases in operating costs; (iii) fluctuations in the value of cryptocurrency; and (iv) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the

NASDAQ Capital Market could have a material adverse impact on our ability to access the level of funding necessary to continue our operations at current levels. If any of these events occurs or we are unable to generate sufficient cash from operations or financing sources, we may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on our business, results of operations, financial position and liquidity.

The following table shows a summary of our cash flows (used in) provided by operating activities and investing activities (in thousands):


	Nine Months Ended September 30,
	2023		2022
Net cash used in operating activities	$	(6,024)	$	(28,106)
Net cash provided by (used in) investing activities	$	2,437	$	(21,894)
Net cash provided by financing activities	$	2,859	$	—

Net cash used in operating activities. The use of cash during the first nine months of 2023 was primarily a result of our net loss of $14.6 million, offset by $8.8 million in non-cash items, which primarily included amortization of intangible assets, depreciation, impairment of acquired intangible assets, realized gain on sale of digital assets, share-based compensation expense, impairment of digital assets, warrants issued with convertible debt, change in fair value of warrant liabilities, and a loss on sale of property and equipment.

Net cash provided by (used in) investing activities. During the first nine months of 2023, we sold 2,925 miners originally included in mining equipment, for cash proceeds of $4.1 million, our SPAC received $10.3 million from the redemption of the trust account and paid $10.4 million for the redemption of the redeemable non-controlling interest related to MEOA, and we paid $1.6 million towards digital asset mining machines and shipping costs. During the first nine months of 2022, we paid $17.3 million towards digital asset mining machines and shipping costs for which delivery started in January 2022, we entered into promissory notes receivable with Gryphon and MEOA for $2.5 million and $1.8 million, respectively, and we purchased $0.3 million of carbon credits for future use. The Gryphon note receivable was forgiven on April 4, 2022 upon termination of the Merger Agreement with Gryphon.

Net cash provided by financing activities. During the first nine months of 2023, we received $3.0 million of proceeds from the issuance of preferred shares and warrants, $0.8 million, net, from the issuance of a convertible note, and $0.3 million from the exercise of stock options. These inflows were offset by $1.3 million of payments made on our convertible debt which was paid in full in August 2023.

Off-Balance Sheet Information

During the ordinary course of business, we may provide standby letters of credit to third parties as required for certain transactions initiated by us. We have one outstanding standby letter of credit used for the bond necessary for us to receive mining machines. At September 30, 2023, there was restricted cash of $0.2 million pledged as collateral for the standby letter of credit.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

Our significant accounting policies are described in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The accounting estimates that are most critical to a full understanding and evaluation of our reported financial results are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There were no material changes to our critical accounting estimates during the three months ended September 30, 2023.

Recent Accounting Pronouncements

See Note 2 - Summary of Significant Accounting Policies to our condensed consolidated financial statements for information for a discussion of recent accounting pronouncements and their effect, if any.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective to give reasonable assurance that information required to be publicly disclosed is recorded, processed, summarized, and reported on a timely basis as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

An investment in our Company involves a high degree of risk. In addition to the risk factors and other information included or incorporated by reference to this report, you should carefully consider each of the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks occur, our business and financial results could be harmed and the trading price of our common shares could decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit

Filed

Incorporated by Reference

Number

Description

Herewith

Form

File No.

Date Filed

3.1

Certificate and Articles of Amalgamation of the Company

6-K

001-36532

3/25/2015

3.2

Certificate of Amendment to the Articles of Amalgamation of the Company

6-K

001-36532

7/17/2017

3.3

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

10/2/2018

3.4

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

11/5/2018

3.5

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

11/14/2018

3.6

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

7/12/2019

3.7

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

11/8/2019

3.8

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

5/8/2020

3.9

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

9/29/2020

3.10

Certificate of Amendment to the Articles of Amalgamation of the Company

6-K

001-36532

1/7/2021

3.11

Certificate of Amendment to the Articles of Amalgamation of the Company

6-K

001-36532

7/15/2021

3.12

Certificate of Amendment to the Articles of Amalgamation of the Company

6-K

001-36532

10/4/2021

3.13

Certificate of Amendment to the Articles of Amalgamation of the Company

8-K

001-36532

6/28/2023

3.14

By-law No. 1, as Amended

6-K

001-36532

7/17/2017

3.15

By-law No. 1 Amending Agreement

6-K

001-36532

2/1/2022

3.16

By-law No. 1 Amending Agreement

8-K

001-36532

1/13/2023

3.17

By-law No. 2

6-K

001-36532

5/12/2017

4.1

Form of Warrant

8-K

001-36532

8/14/2023

4.2

Form of Warrant

8-K/A

001-36532

8/23/2023

Exhibit

Filed

Incorporated by Reference

Number

Description

Herewith

Form

File No.

Date Filed

4.3

Amendment No. 1 to Senior Secured Convertible Promissory Note dated September 14, 2023 between the Company and Rainmaker Worldwide Inc.

10.1

Securities Purchase Agreement dated August 11, 2023

8-K

001-36532

8/14/2023

10.2

Securities Purchase Agreement dated August 23, 2023

8-K/A

001-36532

8/23/2023

10.3

Amended and Restated Agreement with Hertford Group dated August 11, 2023

8-K

001-36532

8/14/2023

31.1

Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Presentation Linkbase

104

Cover Page Interactive Data File (formatted as inline XBRL as contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sphere 3D Corp.

Date:

November 13, 2023

By:

/s/ Patricia Trompeter

Patricia Trompeter

Chief Executive Officer

(Principal Executive Officer)