Sphere 3D Could Be Delisted From Nasdaq

In a SEC filing dated November 12, 2018, Sphere 3D Corp. wrote:

Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard Transfer of Listing.

On November 12, 2018, Sphere 3D Corp. (the company) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC indicating that the company no longer complies with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because the company’s stockholders’ equity of $707,000 as reported in the company’s quarterly report on Form 10-Q for the period ended September 30, 2018, is below the required minimum of $2.5 million, and as of the date of the letter, the company does not meet the alternatives of market value of listed securities or net income from continuing operations.

In accordance with Nasdaq Listing Rules, the company has 45 calendar days, or until December 27, 2018, to submit a plan to regain compliance. If the company’s plan is accepted, Nasdaq may grant the company an extension of up to 180 calendar days from the date of the notification letter to evidence compliance.

If the company’s plan to regain compliance with the minimum stockholders’ equity standard is not accepted or if it is accepted but the company does not regain compliance by the end of the extension granted by Nasdaq, 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 the decision to reject its proposed compliance plan or 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.

Appointment of Certain Officers

On November 14, 2018, the board of directors of the company appointed Peter Tassiopoulos to serve as the company’s CEO and principal executive officer. The appointment decision was made in connection with the company’s completion of the sale of Overland Storage, Inc., as previously announced on the current report on Form 8-K filed on November 14, 2018. As a result of such appointment, Eric Kelly ceased to serve as the company’s CEO and no longer holds any positions with the company.

Tassiopoulos, 49, is a current member of the board and served as president of the company since December 1, 2014. He served as the CEO of the company from March 2013 until December 1, 2014. He has experience in information technology business development and global sales as well as a track record leading early-stage technology companies. He has been actively involved as a business consultant over the past 10 years, including acting as COO and then CEO of BioSign Technologies Inc. from September 2009 to April 2011 and CEO of IgeaCare Systems Inc. from February 2003 to December 2008.

Also on November 14, 2018, the board appointed Joseph O’Daniel, 48, as president of the company, to succeed Tassiopoulos in such position. Since January 2017, he has served as a VP and president of virtualization and professional services for the company. He previously served as president and CEO of Unified ConneXions, Inc. from 2001, and as founder of HVE ConneXions, LLC from April, 2013, until their acquisitions by the company in January 2017. He has over 20 years of experience in the virtualization and technology industry and has experience in executive leadership positions.

There is no arrangement or understanding between any of Tassiopoulos or O’Daniel and any other person pursuant to which they were appointed as an executive officer of the company. There are no family relationships between any of them and any director or executive officer of the company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.