Sphere 3D Corp美股招股说明书(2025-12-10版)

8,736,422 Common Shares This prospectus relates to the resale, from time to time, by the Selling Stockholder named herein (the "Selling Stockholder")of an aggregate of 8,736,422 common shares issuable upon the exercise of outstanding common share purchase warrants (the"Warrants") issued in a private placement conducted on October 17, 2025. We are not selling any securities under this prospectus and we will not receive proceeds from the sale of the shares of ourcommon shares by the Selling Stockholder. However, we may receive proceeds from the cash exercise of the Warrants, which, ifexercised in cash at the current applicable exercise price with respect to all of the 8,736,422 common shares, would result in grossproceeds to us of approximately $8.212 million. We will pay the expenses of registering the common shares offered by this prospectus, but all selling and other expensesincurred by the Selling Stockholder will be paid by the Selling Stockholder. The Selling Stockholder may sell our common sharesoffered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions orthrough any other means described in this prospectus under "Plan of Distribution." The prices at which the Selling Stockholder maysell shares will be determined by the prevailing market price for our common shares or in negotiated transactions. Our common shares are quoted on The Nasdaq Capital Market, or Nasdaq, under the symbol "ANY." On November 18, 2025,the last reported sale price for our common shares on Nasdaq was $0.4973. There is no established public trading market for theWarrants, and we do not expect a market to develop. In addition, we do not intend to list the Warrants on Nasdaq, any other nationalsecurities exchange or any other nationally recognized trading system. Our principal executive office is located at 243 Tresser Blvd., 17thFloor, Stamford, CT 06901, and our telephone number is(647) 952-5049. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 15 of this prospectusfor a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 10, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS You should read this prospectus and any prospectus supplement together with the additional information described under theheading "Where You Can Find More Information About Us" and "Incorporation of Documents by Reference." In this prospectus, unless otherwise indicated or unless the context otherwise requires: ●"shares" or "common shares" refer to our common shares, no par value per share;●"$" and "dollars" refer to the legal currency of the United States; and ●"we," "us," "our company," "our group" and "our" refer to Sphere 3D Corp. and its subsidiaries. This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (the "SEC"). You should read this prospectus and the information and documents incorporated herein by referencecarefully. Such documents contain important information you should consider when making your investment decision. See "Where YouCan Find Additional Information" and "Incorporation of Certain Documents by Reference" in this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus and in anyprospectus supplement. Neither we nor the Selling Stockholder have authorized any other person to provide you with differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make anoffer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the informationappearing in this prospectus and the applicable supplement to this prospectus is accurate as of the date on its respective cover,and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference,unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed sincethose dates. The Selling Stockholder is not offering to sell or seeking offers to purchase these securities in any jurisdiction where the offeror sale is not permitted. Neither we nor the Selling Stockholder have done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Personsoutside the jurisdiction of the United States who come into possession of this prospectus are required to inform themselves about andto