Sphere 3D Corp. Adopts Limited-Duration Shareholder Rights Agreement
https://www.newsfilecorp.com/release/308789
Stamford, Connecticut--(Newsfile Corp. - August 10, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere" or the "Company"
announces today that its board of directors (the "Board" has approved the adoption of a limited-duration shareholder rights plan (the "SRP" pursuant to a shareholder rights plan agreement entered into with TSX Trust Company, as rights agent, dated August 10, 2026.
The Board, in consultation with its independent advisors, adopted the SRP in response to the substantial accumulation of the Company's common shares. The SRP has been adopted to help ensure that all shareholders of the Company are treated fairly and equally in connection with any unsolicited take-over bid or other acquisition of control of the Company (including by way of a "creeping" take-over bid) and that the Board has the opportunity to identify, solicit, develop and negotiate value-enhancing alternatives to any unsolicited take-over bid or similar transaction. The SRP is not intended to deter any proposal, or to prevent the Board from considering any offer, that the Board determines to be in the best interests of the Company and its shareholders.
Sphere recently completed its business combination with Cathedra Bitcoin and is advancing a refreshed strategic vision to operate and expand scalable power and data center capacity for high-performance computing and artificial intelligence workloads. Given the pending change of the Company's name to DarkHorse Technologies, together with a new board of directors and new management, the Company believes it is entering an exciting growth opportunity. The Board and management are focused on executing this strategy in a disciplined manner and positioning the Company to create sustainable, long-term value for its shareholders. The Board adopted the SRP to help ensure that the appropriate protections are in place to allow this vision to be executed for the benefit of all shareholders.
Pursuant to the SRP, one right will attach to each common share of the Company outstanding as of the effective time under the SRP. The rights will initially trade with Company common shares and will generally become exercisable only if any acquiring person (or persons acting as a group) acquires 20% or more of the outstanding common shares of the Company. Subject to the terms of the SRP, in the event that rights become exercisable under the SRP, holders of the rights (other than the acquiring person and its related parties) will be permitted to exercise their rights to purchase additional common shares of the Company at a substantial discount to the then market price of the Company's common shares. Taking up common shares pursuant to a "Permitted Bid" would not trigger the SRP.
The SRP is effective immediately and will expire at the close of business on August 10, 2027, unless earlier terminated, exchanged or redeemed in accordance with its terms. The record time for the issuance of the Rights will be the close of business on August 20, 2026, which is ten days after the effective date of the SRP.
Additional information regarding the SRP will be contained in a Form 8-K filing with the U.S. Securities and Exchange Commission (the "SEC" . This filing will be available on the SEC's website at www.sec.gov.
Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to Sphere with respect to the SRP.
https://www.newsfilecorp.com/release/308789
Stamford, Connecticut--(Newsfile Corp. - August 10, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere" or the "Company"
announces today that its board of directors (the "Board" has approved the adoption of a limited-duration shareholder rights plan (the "SRP" pursuant to a shareholder rights plan agreement entered into with TSX Trust Company, as rights agent, dated August 10, 2026. The Board, in consultation with its independent advisors, adopted the SRP in response to the substantial accumulation of the Company's common shares. The SRP has been adopted to help ensure that all shareholders of the Company are treated fairly and equally in connection with any unsolicited take-over bid or other acquisition of control of the Company (including by way of a "creeping" take-over bid) and that the Board has the opportunity to identify, solicit, develop and negotiate value-enhancing alternatives to any unsolicited take-over bid or similar transaction. The SRP is not intended to deter any proposal, or to prevent the Board from considering any offer, that the Board determines to be in the best interests of the Company and its shareholders.
Sphere recently completed its business combination with Cathedra Bitcoin and is advancing a refreshed strategic vision to operate and expand scalable power and data center capacity for high-performance computing and artificial intelligence workloads. Given the pending change of the Company's name to DarkHorse Technologies, together with a new board of directors and new management, the Company believes it is entering an exciting growth opportunity. The Board and management are focused on executing this strategy in a disciplined manner and positioning the Company to create sustainable, long-term value for its shareholders. The Board adopted the SRP to help ensure that the appropriate protections are in place to allow this vision to be executed for the benefit of all shareholders.
Pursuant to the SRP, one right will attach to each common share of the Company outstanding as of the effective time under the SRP. The rights will initially trade with Company common shares and will generally become exercisable only if any acquiring person (or persons acting as a group) acquires 20% or more of the outstanding common shares of the Company. Subject to the terms of the SRP, in the event that rights become exercisable under the SRP, holders of the rights (other than the acquiring person and its related parties) will be permitted to exercise their rights to purchase additional common shares of the Company at a substantial discount to the then market price of the Company's common shares. Taking up common shares pursuant to a "Permitted Bid" would not trigger the SRP.
The SRP is effective immediately and will expire at the close of business on August 10, 2027, unless earlier terminated, exchanged or redeemed in accordance with its terms. The record time for the issuance of the Rights will be the close of business on August 20, 2026, which is ten days after the effective date of the SRP.
Additional information regarding the SRP will be contained in a Form 8-K filing with the U.S. Securities and Exchange Commission (the "SEC"
. This filing will be available on the SEC's website at www.sec.gov. Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to Sphere with respect to the SRP.
