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- Going Concern (new) — Cathedra's auditor raised substantial doubt about its ability to continue operating due to $9.7M FY2025 net loss, negative operating cash flow, and working capital deficit.
Sphere 3D completes acquisition of Cathedra Bitcoin in all-stock deal
Filed June 3, 2026 · Period ending May 29, 2026 · ~2 min read
Key Changes
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Sphere 3D closed acquisition of Cathedra Bitcoin, issuing 2.4M common shares and 1.4M Series I Preferred shares for total consideration of $7.3M. Former Cathedra holders own ~49% of combined entity on partially diluted basis.
Item 2.01 verify on EDGAR → -
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Joel Block appointed CEO under employment agreement with $425K base salary, 125% target bonus, 500K RSUs vesting over two years, and $1.6M retention bonus tied to performance milestones and employment through Jan 2027.
Item 5.02 verify on EDGAR → -
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Sphere created Series I Preferred Stock paying 8% annual PIK dividends for three years, with staggered conversion to common: 33.3% after 12 months, 66.7% after 24 months, 100% after 36 months. Conversion subject to Nasdaq Exchange Cap unless shareholders approve additional issuances.
Item 3.03 verify on EDGAR →
2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Source-verified from EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify