Sphere 3D (NASDAQ: ANY) clears Nasdaq $1.00 bid-price compliance issue

Rhea-AI Filing Summary

Sphere 3D Corp. reported that it has regained compliance with Nasdaq’s minimum bid-price requirement for continued listing on the Nasdaq Capital Market. The rule requires the company’s common shares to maintain a minimum bid price of $1.00 per share under Nasdaq Listing Rule 5550(a)(2).

Nasdaq notified Sphere 3D on February 26, 2026 that the company now meets this standard and that the prior listing deficiency matter is closed. This removes an overhang related to potential delisting risk from the exchange.

Positive

• Nasdaq bid-price compliance restored: Nasdaq notified Sphere 3D on February 26, 2026 that it has regained compliance with the $1.00 minimum bid price requirement under Rule 5550(a)(2), closing the prior deficiency and removing immediate delisting risk from the Nasdaq Capital Market.

Negative

• None.

Insights

Equity Market Structure Analyst

Sphere 3D has cleared a prior Nasdaq bid-price deficiency, removing immediate delisting risk.

Sphere 3D previously received a Nasdaq notice on March 6, 2025 for failing to meet the $1.00 per share minimum bid-price requirement. Such notices can ultimately lead to delisting if not cured within prescribed compliance periods.

On February 26, 2026, Nasdaq informed the company that it has regained compliance with Rule 5550(a)(2) and that the matter is closed. This keeps the common shares listed on the Nasdaq Capital Market, which can support liquidity and access to a major U.S. trading venue.

Future periodic compliance with Nasdaq’s continued listing standards will depend on the company’s share price performance and any corporate actions it undertakes, as reflected in subsequent public disclosures.

false 2026-02-26 0001591956 Sphere 3D Corp. 0001591956 2026-02-26 2026-02-26

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): February 26, 2026

SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-36532	98-1220792
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

243 Tresser Blvd, 17th Floor
Stamford, Connecticut, United States 06901
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Shares		ANY		NASDAQ Capital Market

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 ☐

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

NASDAQ Rule 5550(a)(2) Listing Compliance

As previously disclosed, on March 6, 2025, Sphere 3D Corp., (the "Company") received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company did not satisfy the requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of $1.00 per share.

On February 26, 2026, the Company received written notice from Nasdaq informing the Company that it has regained compliance with Rule 5550(a)(2) and this matter is now closed.

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.

Date: February 27, 2026

	SPHERE 3D CORP.
	By:	/s/ Kurt Kalbfleisch
		Kurt Kalbfleisch
		Chief Executive Officer and
		Chief Financial Officer

FAQ

What did Sphere 3D Corp. (ANY) announce regarding its Nasdaq listing?

Sphere 3D Corp. announced that Nasdaq has confirmed the company regained compliance with the minimum bid-price requirement for continued listing. The previous deficiency under Nasdaq Listing Rule 5550(a)(2) has been resolved and the matter is now considered closed by Nasdaq.

Why was Sphere 3D Corp. (ANY) previously non-compliant with Nasdaq rules?

Sphere 3D was previously notified on March 6, 2025 that it did not meet Nasdaq Listing Rule 5550(a)(2). That rule requires the company’s common shares to maintain a minimum bid price of $1.00 per share to continue trading on the Nasdaq Capital Market.

When did Sphere 3D Corp. (ANY) regain compliance with Nasdaq’s bid-price rule?

Sphere 3D regained compliance when it received written notice from Nasdaq on February 26, 2026. That notice confirmed the company once again met the $1.00 minimum bid price standard and that the earlier listing deficiency matter was closed by the exchange.

What specific Nasdaq rule did Sphere 3D Corp. (ANY) satisfy again?

Sphere 3D satisfied Nasdaq Listing Rule 5550(a)(2), which governs the minimum bid price requirement. The rule requires the company’s common shares to trade at or above $1.00 per share to remain listed on the Nasdaq Capital Market without being subject to delisting procedures.

Does Sphere 3D Corp. (ANY) still face a Nasdaq delisting process?

Based on the notice described, Sphere 3D does not currently face a Nasdaq delisting process for bid price. Nasdaq informed the company on February 26, 2026 that it has regained compliance with Rule 5550(a)(2) and that the prior deficiency matter is now closed.

What securities of Sphere 3D Corp. (ANY) are listed on Nasdaq?

Sphere 3D’s common shares are listed on the Nasdaq Capital Market. The company’s trading symbol is ANY, and these shares must comply with Nasdaq’s continued listing standards, including the $1.00 minimum bid-price requirement under Listing Rule 5550(a)(2).

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