Current Report Filing (8-k)
November 08 2019 - 04:42PM
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): November 6,
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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Toronto, Ontario
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M3C 1W3
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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))
Item 5.03.
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Amendment to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
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Pursuant to the articles of
incorporation of Sphere 3D Corp. (the "Company"), the Company is authorized to
issue an unlimited number of Preferred Shares, issuable in series and the
directors are authorized to fix the number of shares in each series of Preferred
Shares and to determine the designation, rights, privileges, restrictions and
conditions attaching to each series of Preferred Shares.
On October 30, 2019 the directors
of the Company passed a resolution authorizing the filing of articles of
amendment to create a third series of Preferred Shares, being, an unlimited
number of series C preferred shares (the "Series C Preferred Shares") and
to provide for the rights, privileges, restrictions and conditions attaching
thereto.
On November 6, 2019, the Company
filed Articles of Amendment to create the Series C Preferred Shares (the
"Amendment"). The foregoing description is qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto and
is incorporated by reference into this report.
As previously disclosed, on May 14,
2019, the Company received a written notice from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the
Company had not demonstrated compliance with the $2.5 million minimum
stockholders equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) for
continued listing on The Nasdaq Capital Market (the "Stockholders Equity
Requirement"), or with any alternative standard under the Nasdaq Listing Rules.
On July 22, 2019, the Nasdaq
Hearings Panel (the "Panel") issued a decision granting the request of the
Company for continued listing of the common stock on The Nasdaq Capital Market
pursuant to an extension through September 30, 2019 to demonstrate compliance.
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 6, 2019, the Company
received notification from the Panel that the Company has regained compliance
with the Stockholders Equity Requirement based on the Companys disclosures
contained in its Form 8-K filed with the Securities and Exchange Commission on
November 1, 2019. The Panel further advised that if the Company again falls
below the Stockholders Equity Requirement on or before November 1, 2020, it
will be notified of such non-compliance and will at that time be afforded a
hearing before the Panel, which could result in the Companys delisting.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
Dated: November 8, 2019
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SPHERE 3D CORP.
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By:
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/s/
Peter Tassiopoulos
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Peter Tassiopoulos
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Chief Executive Officer
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EXHIBIT INDEX
(d) Exhibits
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