Sphere 3D Corp美股招股说明书(2026-07-31版)

PROSPECTUS SUPPLEMENT (To Prospectus Dated October 15, 2024) SPHERE 3D CORP. $10,300,000Common Shares This prospectus supplement and the accompanying prospectus relate to the issuance and sale of up to $10,300,000 of ourcommon shares, no par value ("common shares"), from time to time through our sales agents, A.G.P./Alliance Global Partners("A.G.P.") and Maxim Group LLC ("Maxim") (each, a "Sales Agent" and, collectively, the "Sales Agents"). These sales, if any, will bemade pursuant to the terms of the Amended and Restated Sales Agreement, dated July 31, 2026 (the "A&R Sales Agreement"), by andamong us and the Sales Agents, which amended and restated our Sales Agreement, dated January 3, 2025, with A.G.P. (the "Prior SalesAgreement") to add Maxim as a Sales Agent and otherwise retain all material terms thereof. Sales of our common shares under this prospectus supplement, if any, may be made by any method deemed to be an "at themarket offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales madedirectly on or though the Nasdaq Capital Market or any other existing trading market in the United States for our common stock, salesmade to or through a market maker other than on an exchange or otherwise, directly to the Sales Agents as principal, in negotiatedtransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any othermethod permitted by law. The Sales Agents are not required to sell any specific number or dollar amount of securities. Instead, each Sales Agent hasagreed to use its commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed termsbetween such Sales Agent and the Company. There is no arrangement for funds to be received in any escrow, trust or similararrangement. The Sales Agents will be entitled to compensation under the terms of the A&R Sales Agreement at a commission rateequal to 3% of the gross sales price from sales of common shares under this offering. We will use the net proceeds from any salesunder this prospectus supplement as described under "Use of Proceeds." The amount of proceeds we receive from sales of ourcommon shares, if any, will depend on the number of shares actually sold and the offering price of such shares. In connection with the sale of common shares on our behalf, each Sales Agent will be deemed to be an underwriter within themeaning of the Securities Act, and its compensation as a sales agent will be deemed to be underwriting commissions or discounts. Wehave agreed to provide indemnification and contribution to each Sales Agent with respect to certain liabilities, including liabilitiesunder the Securities Act. Our common shares are listed on the Nasdaq Capital Market under the symbol "ANY." The last reported sale price of ourcommon shares on the Nasdaq Capital Market on July 30, 2026, was $2.35 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common shares held by non-affiliates, or public float, was $46,107,197.90, based on 8,619,150 outstanding common shares, of which 458,584 common shareswere held by affiliates, and a price of $5.65 per share, which was the closing price of our common shares on the Nasdaq CapitalMarket on June 3, 2026. As of the date hereof, we have offered and sold $5,018,576 of securities pursuant to General Instruction I.B.6of Form S-3 during the prior 12-calendar-month period that ends on and includes the date of this prospectus supplement. Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement of which thissupplement forms a part in a public primary offering with a value exceeding more than one-third of our public float in any 12-monthperiod so long as our public float remains below $75 million (the "Baby Shelf Limitation"). Neither Sales Agent is registered as an investment dealer in any Canadian jurisdiction and, accordingly, the SalesAgents will only sell the common shares into the United States and will not, directly or indirectly, solicit offers to purchase orsell the common shares in Canada. Investing in our securities involves a high degree of risk, including that the trading price of our common shares hasbeen subject to volatility and investors in this offering may not be able to sell their common shares above the actual offeringprice or at all. See "Risk Factors" beginning on page PS-4 of this prospectus supplement, page 11 of the accompanying baseprospectus and under similar headings in the documents incorporated by reference into this prospectus supplement and theaccompanying base prospectus. The enforcement of judgments obtained in Canada and by investors of civil liabilities under the U.S. federal securities lawsmay be affected adversely by the fact that the Company is existing under and governed by the laws of the province