Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure · Other Events
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Continuance, the Company adopted a new Notice of Articles and new Articles under the BCBCA (together, the “New Charter Documents”), effective September 16, 2026, which replaced the Company’s articles and by-laws in effect under the OBCA.…
Sphere 3D Corp. (NASDAQ: ANY), doing business as DarkHorse Technologies, is a digital infrastructure company focused on operating and expanding scalable power and data center assets for high-performance computing, AI workloads and digital asset infrastructure. Following its business combination with Cathedra Bitcoin and the sale of its Iowa site, the Company owns and/or operates approximately 50 MW of operating power capacity across four data center locations in Tennessee and Kentucky, and has a proposed new 50 MW data center in Hopkinsville, Kentucky, together with a development pipeline exceeding 100 MW of additional potential expansion opportunities. The Company combines infrastructure ownership, energy optimization expertise and capital markets access to pursue long-term value creation across next-generation compute infrastructure. The Company’s shareholders have approved the change of the Company’s name to DarkHorse Technologies Inc., which will become effective upon the Company’s continuance from Ontario to British Columbia, and the Company has reserved the Nasdaq ticker “DRK,” with the name and ticker changes subject to Nasdaq procedures and other conditions. Until those changes are effective, the Company’s common shares will continue to trade on Nasdaq under the ticker symbol “ANY.” For more information, visit www.sphere3d.com/investors.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
In connection with the Continuance,
the Company adopted a new Notice of Articles and new Articles under the BCBCA (together, the “New Charter Documents”), effective
September 16, 2026, which replaced the Company’s articles and by-laws in effect under the OBCA.
A description of the New Charter
Documents, including a comparison of the rights of shareholders under the BCBCA and the OBCA, is set forth in the Company’s proxy
statement filed with the SEC on July 13, 2026, as supplemented on August 7, 2026, under the heading “Proposal No. 1 - Continuance
Proposal” and in Appendices A and B thereto, and is incorporated herein by reference.
Copies of the Notice of Articles
and Articles are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 16, 2026, the
Company issued a press release announcing the effectiveness of the Continuance, the name change and the related ticker symbol change.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item
7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
As disclosed above, the Company’s
name change to “DarkHorse Technologies Inc.” became effective on September 16, 2026. In connection with the name change, the
Company’s common shares began trading on the Nasdaq Capital Market under the new name and the new ticker symbol “DRK”
at the market open on September 17, 2026. In connection with the name change, the Company’s common shares have been assigned a new
CUSIP number, 236918108, replacing the prior CUSIP number, 84841L506. The name change and the change of ticker symbol do not affect the
rights of the Company’s security holders.
Filed exhibits (1)
EX-99.1 (by filename) ea030570301ex99-1.htm
EX-99.1
4
ea030570301ex99-1.htm
PRESS RELEASE DATED SEPTEMBER 16, 2026
Exhibit 99.1
Sphere 3D Completes Rebrand as DarkHorse Technologies
Inc., Marking Next Phase of Power-First AI Infrastructure Strategy
Stamford, Connecticut, September 16, 2026 - DarkHorse Technologies Inc. (Nasdaq: ANY), formerly Sphere 3D Corp. (the “Company”), today announced that its corporate
name change has become effective, marking the next phase of the Company’s strategic repositioning toward AI and digital infrastructure.
The Company’s common shares are expected
to begin trading on Nasdaq under the new name and ticker symbol “DRK” at the market open on Thursday, September 17, 2026,
subject to Nasdaq procedures. Until then, the shares will continue to trade under “ANY.” The name change took effect upon
completion of the Company’s continuance from the Province of Ontario to the Province of British Columbia. As a result of the continuance,
the Company is now governed by the Business Corporations Act (British Columbia) in place of the Business Corporations Act (Ontario).
DarkHorse reflects the business management is
building - a more focused infrastructure platform centered on power-ready, distributi…