Sphere 3D Receives Deficiency Notice from Nasdaq

Rhea-AI Summary

Sphere 3D Corp. (NASDAQ: ANY) received a deficiency notice from Nasdaq due to non-compliance with Rule 5605(c)(2)(A), which mandates audit committee independence. The issue arose from a discretionary bonus payment to Audit Committee member Patricia Trompeter, who resigned from the committee on March 7, 2022, but remains on the Board. The notice does not affect the company's Nasdaq listing or operations. Sphere 3D is preparing a compliance plan, including appointing a new audit committee member.

Positive

• Company is preparing a compliance plan to address the audit committee issue.

Negative

• Received a deficiency notice from Nasdaq, indicating regulatory challenges.
• Audit committee member's resignation raises governance concerns.

TORONTO--(BUSINESS WIRE)-- Sphere 3D Corp. (NASDAQ: ANY) (the “Company”) announced today that the Company was issued a deficiency notice by the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”). The notice was prompted by the Company falling out of compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that issuers have an audit committee of at least three members who each meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934. The letter does not affect the Company’s listing on Nasdaq or its operations.

The Company fell out of compliance with Rule 5605(c)(2)(A) due to an unsolicited discretionary bonus payment made by the Company to Patricia Trompeter, an Audit Committee member, outside of Board compensation for work on certain business initiatives. Ms. Trompeter resigned from the Company’s Audit Committee on March 7, 2022; however, she remains on the Company’s Board of Directors. The Company is preparing a Nasdaq-required plan of compliance which will include the replacement of Ms. Trompeter on the Audit Committee.

About Sphere 3D

Sphere 3D Corp. (NASDAQ: ANY) is dedicated to becoming the leading carbon neutral bitcoin mining company operating at enterprise scale. The Company also delivers data management solutions via hybrid cloud, cloud and on-premises implementations both directly and through its reseller network and professional services organization. For more information on Sphere 3D, please visit www.sphere3d.com.

Safe Harbor Statement

This press release contains forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties including, without limitation, inability to obtain additional debt or equity financing; any increase in cash needs; Sphere 3D’s ability to maintain listing with the NASDAQ Capital Market; market adoption and performance of products; the level of success of collaborations and business partnerships; possible actions by customers, partners, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in our periodic reports contained in filings with Canadian securities regulators (www.sedar.com) and the United States Securities and Exchange Commission (www.sec.gov). Sphere 3D undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220318005412/en/

Sphere 3D Investor Relations Contacts



NMN Advisors

Sphere3d@nmnadvisors.com



Sphere 3D Contacts



Kurt Kalbfleisch

+1-858-495-4211

Kurt.kalfleisch@sphere3d.com

Source: Sphere 3D Corp.

FAQ

What deficiency notice did Sphere 3D Corp. receive from Nasdaq?

Sphere 3D Corp. received a deficiency notice for non-compliance with Nasdaq Rule 5605(c)(2)(A), regarding the independence of its audit committee.

Who was the member involved in the issue at Sphere 3D?

The issue involved Patricia Trompeter, an Audit Committee member, who received a discretionary bonus and subsequently resigned from the committee.

Does the Nasdaq notice affect Sphere 3D's listing?

No, the deficiency notice does not affect Sphere 3D's Nasdaq listing or operations.

What is Sphere 3D's plan to resolve the Nasdaq compliance issue?

Sphere 3D is preparing a plan of compliance, which includes replacing the resigned audit committee member.

What is the significance of the audit committee resignation for Sphere 3D?

The resignation of an audit committee member can raise governance concerns and indicates a need for improved compliance with regulatory requirements.