Current Report Filing (8-k)
16 October 2019 - 7:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): October
8, 2019
SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)
Ontario, Canada
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001-36532
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98-1220792
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.)
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of incorporation)
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895 Don Mills Road,
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Bldg. 2, Suite 900
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M3C 1W3
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Toronto, Ontario
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (858)
571-5555
Not Applicable
Former name or former
address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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 [X]
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 8.01
Other Events.
On July 22, 2019, the Nasdaq Hearings
Panel (the Panel) issued a decision granting the request of Sphere 3D Corp.
(the Company) for continued listing of our common stock on The Nasdaq Capital
Market pursuant to an extension through September 30, 2019 to demonstrate
compliance with the $2.5 million stockholders equity requirement for continued
listing, as set forth in Nasdaq Listing Rule 5550(b)(1) (the Stockholders
Equity Requirement). As required pursuant to the Panels decision, on August
15, 2019, the Company reported to the Panel that it had completed certain
components of its compliance plan. On September 30, 2019, the Company requested
an additional extension until October 30, 2019 to complete the final components
of its compliance plan, which the Panel granted in a letter to the Company on
October 8, 2019.
On November 12, 2018, we first
received a letter from the Staff of The Nasdaq Stock Market LLC (Nasdaq)
notifying us that we were not in compliance with the Stockholders Equity
Requirement because the Companys stockholders equity of $707,000 reported in
the Companys Quarterly Report on Form 10-Q for the period ended September 30,
2018, was below the required minimum of $2.5 million. The Company submitted a
plan to regain compliance, which was accepted by the Nasdaq Staff on January 11,
2019. On May 14, 2019, we received written notification from the Nasdaq Staff
that we had not regained compliance with the Stockholders Equity Requirement,
as required. Accordingly, we requested a hearing before the Panel, which was
held on July 11, 2019, and which was the basis for the Panels decision. While
the Company is making every effort to regain compliance as promptly as possible,
there can be no assurance that the Company will be able to regain compliance by
the Panels deadline or that the Panel would be willing to extend the deadline,
if the Company made such a request.
SIGNATURE
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: October 15, 2019
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By:
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/s/ Kurt L. Kalbfleisch
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Kurt L. Kalbfleisch
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Chief Financial Officer and Senior Vice
President
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