UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously reported, on March 6, 2025, Sphere 3D Corp. ("the Company") received a notice from the Nasdaq Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") stating that the bid price of the Company's common shares for 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2) (the "Listing Rule"). The Company was provided 180 calendar days, or until September 2, 2025, to regain compliance with the Listing Rule.
The Company did not regain compliance with the Listing Rule by September 2, 2025 and it submitted written notice to Nasdaq of its intention to cure the Listing Rule deficiency during a second 180 calendar day compliance period. On September 3, 2025, the Company received a notice from the Staff of Nasdaq stating that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for an additional 180 calendar day compliance period, or until March 2, 2026, to regain compliance with the Listing Rule. The notice from Nasdaq has no immediate effect on the listing or trading of the Company's common shares on The Nasdaq Capital Market.
If the Company does not regain compliance with the Listing Rule by March 2, 2026, the Staff will provide written notification that the Company's securities will be delisted and, at that time, the Company may appeal the Staff's determination to a Hearings Panel (the "Panel"), at which it will be asked to provide a plan to regain compliance to the Panel. The Company intends to continue monitoring the closing bid price of its common shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
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: September 5, 2025
SPHERE 3D CORP.
By: /s/ Kurt Kalbfleisch
Kurt Kalbfleisch
Acting Chief Executive Officer and CFO