Sphere 3D Corp. 8-K

What Happened

• On May 7, 2026, Sphere 3D Corp. and Cathedra Bitcoin Inc. jointly issued a press release (attached as Exhibit 99.1) stating their previously announced proposed business combination remains expected to close in the near term, subject to customary closing conditions and required approvals.
• Sphere filed a definitive proxy statement (Schedule 14A) with the SEC on April 16, 2026 and began mailing it to shareholders on or about April 17, 2026. Cathedra filed its management information circular on SEDAR+ on April 7, 2026.

Key Details

• Date of 8-K filing: May 7, 2026.
• Proxy filing: Sphere’s definitive Proxy Statement filed April 16, 2026; mailing commenced ~April 17, 2026.
• Regulatory milestone: Cathedra received conditional acceptance of the Arrangement from the TSX Venture Exchange on April 30, 2026.
• Disclosure items: Press release attached as Exhibit 99.1; 8-K reiterates that the filing is not an offer or solicitation and includes forward‑looking statement cautions.

Why It Matters

• The filing informs investors that the planned merger/arrangement between Sphere and Cathedra is still expected to close soon but remains contingent on shareholder and regulatory approvals and other customary closing conditions.
• Shareholders should review the definitive Proxy Statement and Cathedra’s Circular (available on SEC and SEDAR+ sites) for details on the transaction, voting information, related risks and the persons participating in the solicitation.
• The TSXV’s conditional acceptance and the proxy mailing are material steps toward closing; however, completion is not guaranteed and timing depends on satisfaction of listed conditions.