UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction | (Commission | (IRS Employer |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on July 25, 2022, Sphere 3D Corp. ("the Company") received a notice from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") stating that the bid price of the Company's common stock for the last 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2) (the "Listing Rule"). The Company had a period of 180 calendar days, or until January 23, 2023, to regain compliance with the Listing Rule.
On January 24, 2023, the Company received notification from Nasdaq indicating that the Company will have an additional 180-day grace period, or until July 24, 2023, to regain compliance with the Listing Rule's $1.00 minimum bid requirement. The notification indicated that the Company did not regain compliance during the initial 180-day grace period provided under the Listing Rule. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company is eligible for the additional grace period because it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price requirement, and the Company's written notice to Nasdaq of its intention to cure the deficiency by effecting a reverse stock split, if necessary.
If the Company does not regain compliance by July 24, 2023, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq staff could provide notice that the Company's common shares will become subject to delisting. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel. Accordingly, there can be no guarantee that the Company will be able to maintain its Nasdaq listing.
The Company intends to actively monitor the closing bid price for its common shares and will consider available options to resolve the deficiency and regain compliance with the Listing Rule.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 24, 2023
| SPHERE 3D CORP. | ||
| By: | /s/ Patricia Trompeter | |
| Patricia Trompeter | ||
| Chief Executive Officer | ||
Document and Entity Information Document |
Jan. 24, 2023 |
|---|---|
| Document Information [Line Items] | |
| Document Type | 8-K |
| Document Creation Date | Jan. 24, 2023 |
| Document Period End Date | Jan. 24, 2023 |
| Amendment Flag | false |
| Entity Registrant Name | Sphere 3D Corp. |
| Entity Address, Address Line One | 895 Don Mills Road |
| Entity Address, Address Line Two | Bldg. 2, Suite 900 |
| Entity Address, City or Town | Toronto |
| Entity Address, State or Province | ON |
| Entity Address, Country | CA |
| Entity Address, Postal Zip Code | M3C 1W3 |
| Entity Incorporation, State Country Name | A6 |
| City Area Code | 647 |
| Local Phone Number | 952 5049 |
| Entity File Number | 001-36532 |
| Entity Central Index Key | 0001591956 |
| Entity Emerging Growth Company | false |
| Entity Tax Identification Number | 98-1220792 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Shares |
| Trading Symbol | ANY |
| Security Exchange Name | NASDAQ |