Sphere 3D Corp. Concludes 90-Day Strategic Review, Announces Pricing of $5.0 Million Private Placement, and Divests Non-Core Assets to Fund AI and High-Performance Computing Development

Three Directors, Including the Board Chairman and Chief Executive Officer, are participating in the Private Placement; Sale of Non-Core Iowa Site and Legacy Mining Fleet to Fund AI and High-Performance Computing Development in the TVA Region; Company Secures Land Option in Hopkinsville, Kentucky

Stamford, Connecticut--(Newsfile Corp. - September 8, 2026) - Sphere 3D Corp. d/b/a DarkHorse Technologies (NASDAQ: ANY) ("Sphere 3D" or the "Company"), today announced that it has entered into a securities purchase agreement (the "Purchase Agreement") for a private placement financing (the "Private Placement") which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement includes meaningful participation from certain Company insiders as described below. In addition, the Company has announced the initial conclusions of the strategic review conducted by management and the Board of Directors during the first 90 days following its June 2026 business combination. The review's conclusions include continued development of our existing sites within the Tennessee Valley Authority ("TVA") into AI factories along with active pursuit of a new development in Hopkinsville, Kentucky, where the Company, via a wholly owned subsidiary, has secured a land option and has proposed a new 50 megawatt ("MW") data center supported by a new 65 MW substation, each of which remains subject to zoning and other approvals. The review also determined that the Iowa site and legacy mining fleet are non-core, and the Company has agreed to sell both.

Private Placement. The Company announced the pricing of the Private Placement which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement is expected to close on or about September 11, 2026, subject to customary closing conditions. Pursuant to the Private Placement, the Company agreed to issue and sell an aggregate of 1,666,661 units (the "Units") at a purchase price of $3.00 per Unit. Each Unit consists of (i) one common share of the Company and (ii) one five-year warrant to purchase one common share at an exercise price of $3.50 per share. The price per Unit and the exercise price of the warrant represent a 29% and 51% premium, respectively, to the Company's closing price on September 4, 2026. Further, pursuant to the terms of the Purchase Agreement, the securities issued in the Private Placement will be subject to a six-month contractual lock-up period. Three directors of the Company, including Timothy Hanley, Chairman of the Board, and Joel Block, Chief Executive Officer, have subscribed in the Private Placement (collectively, the "Participating Insiders"). The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including funding the Company's AI/HPC development in the TVA region.

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