Revenue Dependence and Market Volatility - The company's total revenue is significantly dependent on the prices of digital assets and transaction volumes on its platform, with declines in either adversely affecting business performance [38]. - The majority of revenue is generated from digital mining, making it vulnerable to fluctuations in digital asset prices and market liquidity [38]. - Operating results have shown significant volatility due to the unpredictable nature of the crypto economy, particularly Bitcoin prices, which can fluctuate quarter to quarter [41]. - The future growth of digital assets is uncertain, with various factors that could adversely impact the company's operating results and financial condition [44]. - The cryptocurrency market has experienced increased price volatility due to recent bankruptcies in the crypto industry, negatively affecting public confidence and demand for digital assets [61]. - The value of cryptocurrencies is subject to significant pricing risk and historical volatility, influenced by various market factors and speculative activities [71]. Operational Risks and Compliance - Cryptocurrency mining is energy-intensive, and the availability and cost of electricity are critical to the company's operations, impacting profitability [45]. - The company faces risks related to price fluctuations in wholesale and retail power markets, which could adversely affect financial performance [48]. - Government regulations may restrict electricity supply to mining operations, increasing compliance burdens and potentially harming business prospects [47]. - The company may incur significant costs if it fails to comply with evolving federal and state regulations regarding cryptocurrency [52]. - Regulatory changes may require the company to register as a money services business, leading to extraordinary expenses and potential operational changes [52]. - The company may face challenges in obtaining banking services due to the reluctance of financial institutions to work with cryptocurrency-related businesses [57]. Competition and Market Position - The company may struggle to compete with larger operators in the cryptocurrency industry that have greater resources and liquidity [59]. - The company may be adversely affected by competition from other investment vehicles in cryptocurrency, which could impact its market position and profitability [63]. - The company is dependent on a limited number of digital asset mining equipment suppliers, and any shortages or price fluctuations in mining machines could adversely affect its growth and financial condition [55]. Cybersecurity and Technological Risks - The company may face significant operational disruptions and financial losses due to cybersecurity threats, including potential breaches and attacks on its systems [76]. - The company’s operations may be impacted by technological obsolescence, requiring timely upgrades to remain competitive in the rapidly evolving cryptocurrency market [70]. - The company is vulnerable to the risks of malicious actors gaining control over more than 50% of processing power on cryptocurrency networks, which could adversely affect its investments [74]. Financial Performance and Future Outlook - The company has substantial doubt about its ability to continue as a going concern within 12 months from the date of issuance of the financial statements due to insufficient cash and liquidity sources [77]. - The company has a history of net losses and expects to continue incurring losses in 2024, indicating challenges in achieving or maintaining profitability [79]. - The company reported a net loss of $23.3 million for the year 2023, with net cash used in operating activities amounting to $6.582 million [130]. - The company generated net cash provided by financing activities of $3.064 million, primarily from the issuance of preferred shares and warrants [130]. - The company expects to incur negative operating cash flows as it aims to increase digital mining revenue and maintain operational efficiencies [128]. Shareholder and Equity Considerations - The company may be adversely affected by dilution if it raises additional funding through equity sales, which could adversely affect existing shareholders [77]. - The company may issue additional shares or equity securities without shareholder approval, which could dilute existing ownership interests and depress market prices [84]. - As of December 31, 2023, there were 43,515 Series H Preferred Shares outstanding, with a potential conversion leading to substantial dilution for common shareholders [84]. Revenue and Expense Trends - Revenue for 2023 was $21.9 million, a $15.8 million increase from $6.1 million in 2022, primarily driven by digital mining operations [111]. - Direct cost of revenues increased to $15.9 million in 2023 from $3.4 million in 2022, reflecting the growth in deployed miners for digital mining [112]. - General and administrative expenses decreased to $15.8 million in 2023 from $24.1 million in 2022, mainly due to reduced share-based compensation and outside service costs [114]. - The company reported total operating expenses of $51,905 million in 2023, down from $163,730 million in 2022, a decrease of 68% [171]. Strategic Initiatives and Future Growth - The company plans to invest $30 million in marketing to boost brand awareness and drive user acquisition in the upcoming year [144]. - New product launches are expected to contribute an additional $20 million in revenue over the next two quarters [144]. - The company is expanding its market presence in Europe, targeting a 15% market share by the end of the fiscal year [144]. - A strategic acquisition was completed, enhancing the company's technology capabilities and expected to generate $10 million in annual savings [144].

Exhibit 99.1 Sphere 3D Reports Fiscal Year 2023 Financial Results and Operational Updates STAMFORD, Connecticut, March 13, 2024 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (NASDAQ: ANY), a Bitcoin mining company operating at an industrial scale, is pleased to announce financial results for its fiscal year ended December 31, 2023. COMMENTS FROM SPHERE 3D LEADERSHIP "I'm pleased to report that once again we delivered very strong results and made significant progress in our operations during 2023. I am ve ...

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 or ☐ 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 Registra ...

Revenue Performance - Revenue for the second quarter of 2023 was $5.5 million, up from $1.9 million in the same period of 2022, representing a 189.5% increase[124] - Revenue for the first six months of 2023 was $8.5 million, a 158% increase from $3.3 million in the same period of 2022, primarily driven by a $5.5 million increase in digital mining operations[132] Cost and Expenses - Direct cost of revenues for the second quarter of 2023 was $4.3 million, compared to $1.0 million in the second quarter of 2022, reflecting a 330% increase due to more miners deployed[125] - Direct cost of revenues increased to $6.5 million in the first six months of 2023 from $1.7 million in 2022, reflecting a $4.8 million rise due to more miners deployed in digital mining[133] - General and administrative expenses decreased to $7.1 million in the first six months of 2023 from $16.8 million in 2022, a reduction of $9.7 million attributed to lower share-based compensation and costs related to terminated merger transactions[133] - Depreciation and amortization expense dropped to $2.4 million in the first six months of 2023 from $13.8 million in 2022, a decrease of $11.4 million due to fully amortized supplier agreements[133] - Interest expense for the first six months of 2023 was $1.2 million, compared to nil in 2022, primarily due to warrants issued with convertible debt[135] Cash Flow and Financial Position - Cash and cash equivalents as of June 30, 2023, were $0.5 million, down from $1.3 million at December 31, 2022, with a working capital deficit of $2.5 million[136] - The company generated a net cash used in operating activities of $2.0 million for the first six months of 2023, compared to $24.5 million in 2022[139] - The company expects negative operating cash flows as it aims to increase digital mining revenue and maintain operational efficiencies[136] - The company sold 2,531 miners for cash proceeds of $3.7 million during the first six months of 2023[139] Financing Activities - A Securities Purchase Agreement was entered into on August 11, 2023, resulting in gross proceeds of $3.5 million from the issuance of 13,764 Series H Preferred Shares and 1,966,292 common share purchase warrants[123] - The company issued a senior convertible promissory note with a principal amount of $1.0 million in April 2023, with an additional tranche of up to $2.0 million expected[141] - The company repaid a total of $1.3 million for the LDA Note on August 14, 2023, allowing the redemption of 40% of the outstanding LDA Warrants[122] - On August 14, 2023, the company repaid the full amount of the LDA Note, totaling $1.3 million, which allows the company to redeem 40% of the outstanding LDA Warrants[143] Compliance and Regulatory Matters - The company regained compliance with Nasdaq's minimum bid requirement on July 14, 2023, after receiving a grace period[120] - The company has faced risks related to compliance with Nasdaq listing requirements and market volatility affecting its common shares[120] Operational Focus - The increase in revenue was primarily driven by a $3.8 million rise in revenues from the digital mining operation[124] - The company is focused on establishing a carbon-neutral Bitcoin mining operation through next-generation mining equipment[115] Accounting and Estimates - There were no material changes to critical accounting estimates during the three months ended June 30, 2023[145] - The company’s financial statements are prepared in accordance with U.S. GAAP, requiring estimates and judgments affecting reported amounts of assets, liabilities, revenues, and expenses[145]

Financial Performance - Total revenues for the three months ended March 31, 2023, were $3,026,000, a 120% increase from $1,372,000 in the same period of 2022[7] - Digital mining revenue increased to $2,524,000, up from $747,000 year-over-year, representing a 237% growth[7] - Net loss for the three months ended March 31, 2023, was $3,489,000, significantly improved from a net loss of $14,647,000 in the same period of 2022, a reduction of 76%[10] - The company reported a basic and diluted net loss per share of $0.05 for the three months ended March 31, 2023, compared to $0.23 for the same period in 2022[7] - Total operating expenses decreased to $6,766,000 for the three months ended March 31, 2023, down from $16,480,000 in the prior year, a reduction of 59%[7] - Revenue for the first quarter of 2023 was $3.0 million, an increase of $1.6 million from $1.4 million in the first quarter of 2022, primarily driven by a $1.8 million increase in digital mining revenues[94] Assets and Liabilities - Total current assets decreased to $6,333,000 as of March 31, 2023, down from $10,284,000 at the end of 2022, a decline of 38%[5] - Total liabilities reduced to $10,697,000 as of March 31, 2023, compared to $11,984,000 at the end of 2022, a decrease of 11%[5] - Cash and cash equivalents increased to $2,713,000 as of March 31, 2023, compared to $1,337,000 at the end of 2022, an increase of 103%[5] - The company’s accumulated deficit as of March 31, 2023, was $427,434,000, compared to $419,732,000 at the end of 2022[5] - The balance of digital assets at March 31, 2023, was $590,000, down from $1.7 million at the beginning of the year[28] Cash Flow and Operating Activities - The company reported a net cash used in operating activities of $164,000 for the three months ended March 31, 2023, compared to $15.9 million for the same period in 2022[16] - Cash and cash equivalents at the end of the period were $2.9 million, a significant decrease from $25.7 million at the end of March 31, 2022[16] - The company generated proceeds of $3.9 million from the sale of digital assets during the three months ended March 31, 2023[16] - The company incurred costs of $1.3 million under the GC Data Center Master Agreement for the three months ended March 31, 2023, compared to nil in the same period of 2022[72] Shareholder Information - The number of common shares outstanding increased to 73,944,714 as of March 31, 2023, from 68,631,104 at the end of 2022[5] - The number of preferred shares issued and outstanding decreased from 96,000,000 as of March 31, 2022 to 54,761,000 as of March 31, 2023, a reduction of approximately 43.1%[70] - The company had 19,752,538 outstanding common share purchase warrants as of March 31, 2023, slightly down from 19,858,539 in the previous year[70] - The company recorded an unrecognized estimated compensation cost of $1,759,000 for RSUs as of March 31, 2023, with a remaining weighted-average recognition period of 1.2 years[68] Expenses - General and administrative expenses decreased to $3.5 million in Q1 2023 from $9.0 million in Q1 2022, a reduction of approximately 61.1%[96] - Depreciation and amortization expense fell to $1.0 million in Q1 2023 from $6.4 million in Q1 2022, a decrease of about 84.4%[96] - Sales and marketing expenses were $0.3 million in Q1 2023, up from $0.2 million in Q1 2022, reflecting a 50% increase[95] - Research and development expenses increased to $0.3 million in Q1 2023 from $0.1 million in Q1 2022, representing a 200% increase[95] Future Projections and Concerns - The company has projected that cash on hand may not be sufficient to continue operations beyond the next 12 months without raising additional funding[19] - The company anticipates an increase in working capital needs as it continues to expand and enhance its operations[19] - Management projected that cash on hand may not be sufficient to continue operations beyond the next 12 months without additional funding[99] - The company expects working capital needs to increase in the future as it continues to expand and enhance operations[99] Strategic Initiatives - The company is focused on establishing an enterprise-scale carbon-neutral Bitcoin mining operation and enhancing its data management solutions[18] - The company is focused on establishing an enterprise-scale carbon-neutral Bitcoin mining operation through procurement of next-generation mining equipment[87] - The Digital Mining segment generates revenue solely from one mining pool operator, with all revenue generated in the United States[80] Legal and Compliance - The company filed litigation against Gryphon Digital Mining, Inc. for several breaches of contract on April 7, 2023[92] - The company has received an additional 180-day grace period from Nasdaq to regain compliance with the minimum bid price requirement of $1.00 per share[91]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |---------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|----- ...

Revenue Performance - Revenue for Q3 2020 was $0.9 million, a decrease of $0.5 million from $1.4 million in Q3 2019, primarily due to a decrease in sales units for disk systems [80]. - Revenue for the first nine months of 2020 was $2.8 million, down from $4.5 million in the same period of 2019, reflecting a $1.7 million decrease due to reduced sales units for disk systems [84]. Profitability and Margins - Gross profit for Q3 2020 was $534,000, representing a gross margin of 60.0%, compared to $485,000 and a gross margin of 35.5% in Q3 2019, indicating a 69.0% increase in gross margin [81]. - Gross profit for the first nine months of 2020 was $1.439 million, a slight increase of 1.0% compared to $1.425 million in the same period of 2019 [85]. - Cost of revenue decreased to 40.0% of revenue in Q3 2020 from 64.5% in Q3 2019, contributing to improved gross profit margins [79]. Operating Expenses - Operating expenses for Q3 2020 were 246.2% of revenue, compared to 132.4% in Q3 2019, with significant increases in general and administrative expenses [79]. - General and administrative expenses rose to $4.4 million in the first nine months of 2020 from $2.8 million in 2019, mainly due to increased contractor fees [86]. - Sales and marketing expenses decreased to $0.3 million in Q3 2020 from $0.6 million in Q3 2019, primarily due to reduced share-based compensation [82]. - Research and development expenses decreased to $0.3 million in Q3 2020 from $0.5 million in Q3 2019, primarily due to lower employee-related expenses [83]. Net Loss and Financial Position - The net loss for Q3 2020 was 133.9% of revenue, compared to a net loss of 64.7% in Q3 2019, reflecting increased operational challenges [79]. - The company reported a net working capital deficit of $3.2 million as of September 30, 2020, an improvement from $4.7 million at the end of 2019 [87]. - Cash on hand increased to $2.9 million as of September 30, 2020, compared to $149,000 at December 31, 2019 [87]. - Net cash used in operating activities for the first nine months of 2020 was $1.996 million, compared to $1.436 million in the same period of 2019 [97]. - The company anticipates that cash on hand and the equity purchase agreement may not be sufficient to continue operations beyond December 31, 2020, without additional funding [90]. Strategic Developments - The company entered into a merger agreement to acquire Rainmaker Worldwide Inc., focusing on transforming into a Water-as-a-Service provider, with expected completion by December 31, 2020 [75]. - The company raised $3.0 million through the issuance of Series E Preferred Shares in a private placement transaction [77]. - A settlement agreement was reached with O'Melveny & Myers LLP, resulting in a secured promissory note of $1.1 million, maturing on December 30, 2020 [77]. - The company entered into a Securities Purchase Agreement on September 14, 2020, for proceeds of $3.0 million from the issuance of preferred shares [87]. - The company recorded a gain on forgiveness of liabilities amounting to $0.6 million, included in other income [77].