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.
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