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~~March 266, 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 32.0102. ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

~~NASDAQ~~On ~~Rule~~March ~~5550(~~6, 2026, we issued a~~)(2)~~ ~~Listing~~press ~~Compliance~~release announcing our financial results for our fourth fiscal quarter and fiscal year ended December 31, 2025. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

AsThe ~~previously~~information ~~disclosed,~~in onthis ~~March~~Item 6,2.02 ~~2025,~~and ~~Sphere~~Exhibit ~~3D Corp~~99.,1 ~~(the~~is ~~"Company")~~being ~~received~~furnished aand ~~notification~~shall ~~letter~~not ~~from~~be ~~The~~deemed ~~Nasdaq Stock Market LLC (~~"~~Nasdaq~~filed") ~~indicating~~for ~~that~~ the ~~Company~~purposes ~~did~~of ~~not~~Section ~~satisfy~~18 of the ~~requirement~~Securities ~~for~~Exchange ~~continued~~Act ~~listing~~of on1934, ~~The~~as ~~Nasdaq~~amended, ~~Capital~~or ~~Market~~otherwise ~~under~~subject ~~Nasdaq Listing Rule 5550(a)(2)~~ to ~~maintain~~the aliabilities ~~minimum bid price~~ of ~~$1.00~~that ~~per share~~Section.

OnItem ~~February~~9.01. ~~26,~~Financial ~~2026,~~Statements ~~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.~~Exhibits

~~SIGNATURES~~(d) Exhibits

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.

99.1	Press release dated March 6, 2026

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Date: February 27, 2026~~SIGNATURES

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

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: March 6, 2025

	SPHERE 3D CORP.

	By:	/s/ Kurt Kalbfleisch
		Kurt Kalbfleisch
		Chief Executive Officer & CFO

Filing Compare · Sphere 3D Corp.