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.