Sphere 3D Corp. Concludes 90-Day Strategic Review, Announces Pricing of $5.0 Million Private Placement, and Divests Non-Core Assets to Fund AI and High-Performance Computing Development
https://www.newsfilecorp.com/release/313457/S...evelopment
Stamford, Connecticut--(Newsfile Corp. - September 8, 2026) - Sphere 3D Corp. d/b/a DarkHorse Technologies (NASDAQ: ANY) ("Sphere 3D" or the "Company"
, today announced that it has entered into a securities purchase agreement (the "Purchase Agreement" for a private placement financing (the "Private Placement" which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement includes meaningful participation from certain Company insiders as described below. In addition, the Company has announced the initial conclusions of the strategic review conducted by management and the Board of Directors during the first 90 days following its June 2026 business combination. The review's conclusions include continued development of our existing sites within the Tennessee Valley Authority ("TVA" into AI factories along with active pursuit of a new development in Hopkinsville, Kentucky, where the Company, via a wholly owned subsidiary, has secured a land option and has proposed a new 50 megawatt ("MW" data center supported by a new 65 MW substation, each of which remains subject to zoning and other approvals. The review also determined that the Iowa site and legacy mining fleet are non-core, and the Company has agreed to sell both.
Private Placement. The Company announced the pricing of the Private Placement which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement is expected to close on or about September 11, 2026, subject to customary closing conditions. Pursuant to the Private Placement, the Company agreed to issue and sell an aggregate of 1,666,661 units (the "Units" at a purchase price of $3.00 per Unit. Each Unit consists of (i) one common share of the Company and (ii) one five-year warrant to purchase one common share at an exercise price of $3.50 per share. The price per Unit and the exercise price of the warrant represent a 29% and 51% premium, respectively, to the Company's closing price on September 4, 2026. Further, pursuant to the terms of the Purchase Agreement, the securities issued in the Private Placement will be subject to a six-month contractual lock-up period. Three directors of the Company, including Timothy Hanley, Chairman of the Board, and Joel Block, Chief Executive Officer, have subscribed in the Private Placement (collectively, the "Participating Insiders" . The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including funding the Company's AI/HPC development in the TVA region.
Hopkinsville. The Company has secured an option to acquire approximately 20 acres in Hopkinsville, Kentucky and has proposed developing a new data center at the site drawing approximately 50 MW, supported by a new 65 MW substation that we have offered to fund at an estimated cost of $8 million to $10 million. The remaining 15 MW of capacity will be made available to other Hopkinsville Electric System ("HES" customers. HES has publicly indicated that the TVA could supply the additional capacity without affecting service to its approximately 13,000 existing customers. The proposal has not yet received all requisite regulatory approvals which could affect the project's feasibility, timing, or scope. Separately, the Company is evaluating conversion of its existing Hopkinsville operation, which is contracted to draw approximately 15 MW at HES's Holland Substation, to AI and high-performance computing use.
Portfolio Focus. Following the review, management and the Board determined that the Company's Iowa site is a non-core asset and the Company has entered into a definitive agreement to sell the site for $1.5 million. Additionally, the Company expects to recover approximately $500,000 in utility deposits and related prepayments, bringing total proceeds to approximately $2 million. Together with the expected proceeds of the Private Placement, the Company will deploy funds toward the development of AI and high-performance computing infrastructure across its Tennessee and Kentucky sites. The Company has also agreed to sell its legacy fleet of approximately 5,500 proprietary mining machines for approximately $3 million. Following the Iowa sale, the Company will own and/or operate approximately 50 MW of energized capacity across four sites in Tennessee and Kentucky, reflecting an additional 5 MW now under contract in Hopkinsville, and excluding the proposed new Hopkinsville data center and other pipeline opportunities.
Mining Structure. With Bitdeer Technologies Group (NASDAQ: BTDR) now supplying and owning the hardware at 20 MW of the 30 MW contracted under the Company's joint mining agreements and the third site expected online before November 2026 as previously disclosed, the Company's bitcoin mining exposure is structured primarily through revenue-share hosting arrangements. The Company controls the power and the sites and the termination provisions in these agreements preserve the Company's ability to redeploy capacity to AI and high-performance computing workloads.
Development Roadmap. The strategy that emerged from the review is to develop AI and high-performance computing facilities across smaller, distribution-connected sites that larger developers overlook. Priorities will include speed from site to operating compute, partnership with host communities and their utilities, and investment in local technical education and workforce training. The new Hopkinsville data center is the first project advanced under this approach. The Company intends to concentrate its development effort in the TVA region, where its existing footprint, utility relationships, and government affairs and economic development partnerships are already in place.
https://www.newsfilecorp.com/release/313457/S...evelopment
Stamford, Connecticut--(Newsfile Corp. - September 8, 2026) - Sphere 3D Corp. d/b/a DarkHorse Technologies (NASDAQ: ANY) ("Sphere 3D" or the "Company"
, today announced that it has entered into a securities purchase agreement (the "Purchase Agreement" for a private placement financing (the "Private Placement" which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement includes meaningful participation from certain Company insiders as described below. In addition, the Company has announced the initial conclusions of the strategic review conducted by management and the Board of Directors during the first 90 days following its June 2026 business combination. The review's conclusions include continued development of our existing sites within the Tennessee Valley Authority ("TVA" into AI factories along with active pursuit of a new development in Hopkinsville, Kentucky, where the Company, via a wholly owned subsidiary, has secured a land option and has proposed a new 50 megawatt ("MW" data center supported by a new 65 MW substation, each of which remains subject to zoning and other approvals. The review also determined that the Iowa site and legacy mining fleet are non-core, and the Company has agreed to sell both. Private Placement. The Company announced the pricing of the Private Placement which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement is expected to close on or about September 11, 2026, subject to customary closing conditions. Pursuant to the Private Placement, the Company agreed to issue and sell an aggregate of 1,666,661 units (the "Units"
at a purchase price of $3.00 per Unit. Each Unit consists of (i) one common share of the Company and (ii) one five-year warrant to purchase one common share at an exercise price of $3.50 per share. The price per Unit and the exercise price of the warrant represent a 29% and 51% premium, respectively, to the Company's closing price on September 4, 2026. Further, pursuant to the terms of the Purchase Agreement, the securities issued in the Private Placement will be subject to a six-month contractual lock-up period. Three directors of the Company, including Timothy Hanley, Chairman of the Board, and Joel Block, Chief Executive Officer, have subscribed in the Private Placement (collectively, the "Participating Insiders" . The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including funding the Company's AI/HPC development in the TVA region. Hopkinsville. The Company has secured an option to acquire approximately 20 acres in Hopkinsville, Kentucky and has proposed developing a new data center at the site drawing approximately 50 MW, supported by a new 65 MW substation that we have offered to fund at an estimated cost of $8 million to $10 million. The remaining 15 MW of capacity will be made available to other Hopkinsville Electric System ("HES"
customers. HES has publicly indicated that the TVA could supply the additional capacity without affecting service to its approximately 13,000 existing customers. The proposal has not yet received all requisite regulatory approvals which could affect the project's feasibility, timing, or scope. Separately, the Company is evaluating conversion of its existing Hopkinsville operation, which is contracted to draw approximately 15 MW at HES's Holland Substation, to AI and high-performance computing use. Portfolio Focus. Following the review, management and the Board determined that the Company's Iowa site is a non-core asset and the Company has entered into a definitive agreement to sell the site for $1.5 million. Additionally, the Company expects to recover approximately $500,000 in utility deposits and related prepayments, bringing total proceeds to approximately $2 million. Together with the expected proceeds of the Private Placement, the Company will deploy funds toward the development of AI and high-performance computing infrastructure across its Tennessee and Kentucky sites. The Company has also agreed to sell its legacy fleet of approximately 5,500 proprietary mining machines for approximately $3 million. Following the Iowa sale, the Company will own and/or operate approximately 50 MW of energized capacity across four sites in Tennessee and Kentucky, reflecting an additional 5 MW now under contract in Hopkinsville, and excluding the proposed new Hopkinsville data center and other pipeline opportunities.
Mining Structure. With Bitdeer Technologies Group (NASDAQ: BTDR) now supplying and owning the hardware at 20 MW of the 30 MW contracted under the Company's joint mining agreements and the third site expected online before November 2026 as previously disclosed, the Company's bitcoin mining exposure is structured primarily through revenue-share hosting arrangements. The Company controls the power and the sites and the termination provisions in these agreements preserve the Company's ability to redeploy capacity to AI and high-performance computing workloads.
Development Roadmap. The strategy that emerged from the review is to develop AI and high-performance computing facilities across smaller, distribution-connected sites that larger developers overlook. Priorities will include speed from site to operating compute, partnership with host communities and their utilities, and investment in local technical education and workforce training. The new Hopkinsville data center is the first project advanced under this approach. The Company intends to concentrate its development effort in the TVA region, where its existing footprint, utility relationships, and government affairs and economic development partnerships are already in place.
