MIAMI, June 4, 2021 /PRNewswire/ -- Sphere 3D
Corp. (Nasdaq: ANY) ("Sphere 3D" or the
"Company"), a company delivering containerization,
virtualization and data management solutions announces that it has
entered into an Agreement and Plan of Merger with Gryphon Digital
Mining Inc. ("Gryphon"), a privately-held company
focused on the mining of bitcoin using renewable energy. Upon
completion of the merger, the Company will change its name to
Gryphon Digital Mining Inc. The merged company will focus on
expanding Gryphon's digital mining operations and
utilize Sphere 3D's proprietary enterprise solutions
to optimize Gryphon's processes.
"Gryphon's future focus on mining
using 100% renewable energy will set the bar for mining companies
of the future. We have been engineering GPU-based converged systems
for many years and are excited to leverage our experience to
enhance the performance of Gryphon's operations.
We believe the merger of the two companies provides an
excellent opportunity to create meaningful value for our
shareholders," said Peter
Tassiopoulos, Sphere 3D's Chief Executive
Officer.
"We are delighted to announce our highly
synergistic partnership with Sphere 3D Corp and our expected public
listing onto the Nasdaq. Sphere 3D's IT engineering
team is a natural fit with our exceptional bitcoin mining expertise
as we look to build upon our platform. Additionally, we look
forward to leveraging Sphere's deep datacenter
expertise as we expand our operations into building large-scale,
renewable, cryptocurrency mining solutions in the future," said
Rob Chang, Chief Executive Officer
of Gryphon. "Our entry onto the Nasdaq will give us
heightened visibility in a dynamic market as we collaborate on our
strategic vision."
Gryphon Digital Mining offers a world-class team, led by:
- CEO and Director Rob Chang -
Former CFO of Riot Blockchain & former MD at Cantor
Fitzgerald
- President Dan Tolhurst - Former
senior strategist at Netflix & Disney
- Chair of the Board Brittany Kaiser - Blockchain regulatory
expert & Congressional Subcommittee member
- Independent Director Richard
Cooperstein - Partner at Media Investment Group & former
Head of International Business Development at Facebook
- Independent Director Joseph
Nejman - Entrepreneur in Residence at Tomorrow Ventures
& former Strategic Partner Development at Google
About the Proposed Merger Transaction
Upon completion of the Merger, Gryphon shareholders will be
issued 111,000,000 common shares of Sphere 3D, subject to
adjustment. The transaction has been approved by the board of
directors of both companies.
The merger is expected to close in the third quarter of 2021,
subject to the approval of the stockholders of each company, as
well as other closing conditions, including among other things, the
registration statement covering the shares to be issued in the
merger being declared effective by the Securities and Exchange
Commission, and the shares to be issued in the merger being
approved for listing on Nasdaq. The Merger Agreement may be
terminated by the parties under certain circumstances.
Organization
Following the merger, Rob Chang,
Chief Executive Officer of Gryphon will be appointed to serve as
the post-merger combined company's chief executive
officer. The board of directors for the post-merger combined
company will be comprised of seven directors, including two members
from Sphere 3D's current board of directors.
About Gryphon Digital Mining Inc.
Gryphon Digital Mining is an innovative venture in the
cryptocurrency space dedicated to helping bring digital assets onto
the clean energy grid. With a talented leadership team coming from
brands like Netflix, Disney, Facebook, Google, and Cantor
Fitzgerald, the Company is assembling experts from across the globe
to improve digital asset network infrastructure. Its Bitcoin mining
operation has a zero-carbon footprint and the
company's long-term strategy is to be the first
vertically integrated crypto miner with a wholly-owned, 100
percent renewable energy supply. Notable investors include
Addison Rae, Griffin Johnson, Bryant
Eslava, The Rae Family, and SwagBoyQ . Further information
is available at https://gryphondigitalmining.com/.
About Sphere 3D Corp.
Sphere 3D Corp. (NASDAQ: ANY) has a portfolio of brands,
including HVE ConneXions, UCX ConneXions and SnapServer®,
dedicated to helping customers achieve their IT goals. For more
information on Sphere 3D, please
visit www.sphere3d.com.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction between Sphere 3D
and Gryphon, the parties intend to file a registration statement on
Form F-4 (the "Registration Statement"), which will
include a preliminary proxy statement of Sphere 3D and a prospectus
in connection with the merger. The definitive proxy
statement/prospectus and other relevant documents will be mailed to
shareholders of Sphere 3D as of a record date to be established for
voting on the merger. Stockholders of Sphere 3D and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus, and amendments thereto, the
definitive proxy statement/prospectus in connection with Sphere
3D's solicitation of proxies for the special meeting
to be held to approve the merger, and other documents filed with
the SEC by Sphere 3D and Gryphon, because these documents will
contain important information about Sphere 3D, Gryphon, and the
merger. Stockholders will also be able to obtain copies of the
Registration Statement and the proxy statement/prospectus, without
charge, by directing a request to: 895 Don Mills Road, Bldg. 2,
Suite 900, Toronto, Ontario,
M3C1W3, Canada. These documents,
once available, and Sphere 3Ds annual and other reports and proxy
statements filed with the SEC can also be obtained, without charge,
at the SEC's internet site (http://www.sec.gov).
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed merger or an offer to sell, the
solicitation of an offer to sell or an offer to buy or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. This press release is not for release,
publication or distribution, in whole or in part, in or into,
directly or indirectly, any jurisdiction in which such release,
publication or distribution would be unlawful.
Participants in the Solicitation
Sphere 3D, and its directors, executive officers, other members
of management and employees and Gryphon, and its directors,
executive officers, other members of management and employees may
be deemed to be participants in the solicitation of proxies from
the stockholders of Sphere 3D in connection with the proposed
merger. A list of the names of those directors and executive
officers and a description of their interests in Sphere 3D will be
included in the proxy statement/prospectus for the proposed merger
and will be available at www.sec.gov free of charge.
Additional information regarding the interests of such participants
will be contained in the proxy statement/prospectus for the
proposed merger when available.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Exchange Act, as amended. These forward-looking statements
are typically identified by terms and phrases such as
"anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "predict,"
"project," "should," "will," or similar expressions.
These forward-looking statements include references to
assumptions and relate to the future prospects, developments, and
business strategies of Gryphon and Sphere 3D. These forward-looking
statements are largely based on the current expectations and
projections about future events and trends that are expected to
affect the financial condition, results of operations, business
strategy, and short-term and long-term business operations and
objectives of Gryphon and Sphere 3D. Forward-looking statements
contained in this press release include, but are not limited to,
statements concerning the following: (i) the anticipated benefits
of the merger transaction; (ii) the current and future build out
and acquisition plans of Gryphon and Sphere 3D; (iii) expected
mining capacity in the future; (iv) the proposed merger and other
contemplated transactions (including statements relating to
satisfaction of the conditions to and consummation of the proposed
merger, the expected ownership of the combined company and the
ability of the combined company to raise additional capital to
complete bitcoin mining programs and opportunities relating to or
resulting from the merger), (v) the nature, potential
approval and commercial success of the combined company and its
planned bitcoin mining operations; and (vi) other statements about
the business plans, business strategies and operations of the
combined company in the future.
Forward-looking statements are subject to a number of risks,
uncertainties and assumptions. Factors that could cause actual
results to differ materially from those expressed or implied in
such forward-looking statements include but are not limited to: (i)
the occurrence of any event, change, or other circumstances that
could give rise to the termination of the merger transaction or
delay in the closing of the merger transaction, including the
failure of Sphere 3D's stockholders to adopt the
merger agreement and approve related issuances of its securities;
(ii) the ability to recognize the anticipated objectives and
benefits, including any tax benefits, of the proposed merger
transaction; (iii) changes in applicable laws, regulations or
permits affecting Gryphon and Sphere 3D's operations
or the industries in which each operate, including regulation of
cryptocurrency; (iv) risks related to failure to obtain adequate
financing on a timely basis and on acceptable terms with regard to
growth strategies or operations; (v) fluctuations in the market
pricing of cryptocurrencies; (vi) loss of public confidence in
cryptocurrencies; (vii) the potential of cybercrime, money
laundering, malware infections and phishing, and the costs
associated with such issues; (viii) the potential of cryptocurrency
market manipulation; (ix) the economics of mining cryptocurrency,
including as to variables or factors affecting the cost, efficiency
and profitability of mining; (x) the availability, delivery
schedule and cost of equipment necessary to grow the business and
operations of Gryphon, including mining equipment, (xi) the
possibility that the combined company may be adversely affected by
other economic, business or competitive factors, including factors
affecting the industries in which they operate or upon which they
rely and are dependent; (xii) an inability to expand successfully
to new facilities, mine other cryptocurrencies or otherwise
expand the business; (xiii) changes in tax regulations applicable
to Gryphon or Sphere 3D or their respective assets; (xiv) any
potential litigation involving either or both of Gryphon or Sphere
3D; (xv) costs and expenses relating to cryptocurrency transaction
fees and fluctuation in cryptocurrency transaction fees; (xvi)
other risks and uncertainties related to the business plan,
business strategy, acquisition strategy and buildout strategy of
Gryphon and Sphere 3D; (xvii) risks related to Sphere
3D' ability to correctly estimate and manage its
operating expenses and its expenses associated with the proposed
merger pending closing; (xviii) the cash balances of the combined
company following the closing of the merger; (xix) the ability of
Sphere 3D to remain listed on the Nasdaq Capital Market; (xx) the
risk that as a result of adjustments to the exchange ratio, Sphere
3D shareholders or Gryphon stockholders could own more or less of
the combined company than is currently anticipated; (xxi) the
potential economic fallout resulting from the COVID-19 outbreak;
and (xxii) the risks, uncertainties, and other factors detailed
from time to time in Sphere 3D's reports filed or
furnished with the U.S. Securities and Exchange Commission. The
actual results, performance, or achievements of Gryphon and Sphere
3D could differ materially from the results expressed in, or
implied by, any forward-looking statements.
In addition, the forward-looking statements included in this
press release represent Sphere 3D and Gryphon's views
as of the date hereof. Sphere 3D and Gryphon anticipate that
subsequent events and developments will cause their respective
views to change. However, while Sphere 3D and Gryphon may elect to
update these forward-looking statements at some point in the
future, Sphere 3D and Gryphon specifically disclaim any obligation
to do so. These forward-looking statements should not be relied
upon as representing Sphere 3D' or
Gryphon's views as of any date subsequent to the date
hereof.
Investor Contacts
Sphere 3D Corp
Kurt Kalbfleisch
+1-858-495-4211
Investor.relations@sphere3D.com
Gryphon Digital Mining Inc.
Rob Chang
(877) MINE-ESG
(877) 646-3374
invest@gryphonmining.com
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SOURCE Gryphon Digital Mining Inc.