Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 3, 2020, the Company received a letter from the Nasdaq Listing
Qualifications department of The Nasdaq Stock Market LLC ("Nasdaq") notifying
the Company that it was not in compliance with the requirement of Nasdaq
Marketplace Rule 5550(a)(2) for continued inclusion on The Nasdaq Capital Market
as a result of the closing bid price for the Company's common stock being below
$1.00 for 30 consecutive business days. This notification has no effect on the
listing of the Company's common shares at this time.
The Nasdaq Marketplace Rules provide the Company with 180 calendar days, or
until July 1, 2020, to regain compliance, which will require a closing bid price
for the Company's common stock above $1.00 for a minimum of 10 consecutive
business days. If the Company does not comply with Marketplace Rule 5550(a)(2)
by July 1, 2020, the Company may be eligible for additional time to demonstrate
compliance with the bid price requirement. To qualify, the Company will be
required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the bid price requirement, and will need to
provide written notice of its intention to cure the deficiency during the second
compliance period, by effecting a reverse stock split, if necessary. If the
Company meets these requirements, the Company will be granted an additional 180
days or until December 28, 2020 to become compliant. If the Company does not
qualify for the second compliance period or fails to regain compliance during
the second 180-day period, then Nasdaq will notify the Company of its
determination to delist the Company's common shares, at which point the Company
would have an opportunity to appeal the delisting determination to a Hearings
Panel.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 30, 2019, Sphere 3D Corp. (the "Company") held its Annual Meeting of
Stockholders ("Meeting"). Of the 3,758,105 shares of the Company's common stock
outstanding as of the record date, 1,193,061 shares were represented at the
Meeting, constituting a quorum present at the Meeting. The stockholders
considered two proposals at the Meeting, each of which is described in more
detail in the Company's Definitive Proxy Statement and Management Information
Circular filed with the Securities and Exchange Commission on December 6, 2019.
The number of votes cast for and against (or withheld) and the number of
abstentions and broker non-votes with respect to each matter voted upon are set
forth below.
1. Election of Directors
On a vote taken regarding the election of directors, it was declared that the
shareholders elected the following nominees as directors of Sphere 3D Corp. for
the ensuing year or until their successors are duly elected or appointed. Voting
results are as follows:
Nominees             Votes For Votes Withheld Broker Non-Votes Abstentions

Cheemin Bo-Linn 656,296 164,071 372,269 2,565,469 Vivekanand Mahadevan 801,589 18,778 372,269 2,565,469 Duncan J. McEwan 803,590 16,777 372,269 2,565,469 Peter Tassiopoulos 794,862 25,505 372,269 2,565,469




2. Appointment of Auditors
On a vote taken regarding the appointment of auditors, it was declared that the
shareholders approved the appointment of Smythe LLC as auditors of Sphere 3D
Corp. for the ensuing year and that the directors were authorized to fix their
remuneration. Voting results are as follows:
Votes For Votes Withheld Broker Non-Votes Abstentions
1,189,457     3,179             -          2,565,469

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