UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-36532
SPHERE 3D CORP.
895 Don Mills Road, Bldg. 2, Suite 900
Toronto, Ontario, M3C1W3, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
The information contained in this Form 6-K is incorporated by reference into, or as additional exhibits to, as applicable, the registrant's outstanding registration statements.
SUBMITTED HEREWITH
| Exhibits | |
| 99.1 | Notice of Change of Auditor |
| 99.2 | Letter of Former Auditor |
| 99.3 | Letter of Successor Auditor |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SPHERE 3D CORP. | |
| Date: May 6, 2022 | /s/ Patricia Trompeter |
| Name: Patricia Trompeter | |
| Title: Chief Executive Officer |
Exhibit 99.1
Exhibit 99.2
May 4, 2022
Kurt Kalbfleisch, Chief Financial Officer and
Duncan McEwan, Audit Committee Chairman
Sphere 3D Corp.
895 Don Mills Road, Bldg. 2, Suite 900
Toronto, Ontario, M3C1W3
Canada
Re: Sphere 3D Corp. (the "Company")
Dear Mr. Kalbfleisch and Mr. McEwan:
We hereby tender our resignation as auditors of the Company effective immediately. We have read the Company's Change of Auditor Notice (the "Notice") dated May 4, 2022 and that based on our current knowledge, we are in agreement with the information contained in such Notice.
We appreciate the opportunity to have served as auditors of the Company for the past several years.
Yours truly,
Smythe LLP
HLC/1429600
Exhibit 99.3
May 5, 2022
Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
Dear Sirs:
Re: Sphere 3D Corp. ("the Company")
Notice of Change of Auditor
In accordance with Section 4.11 of National Instrument 51-102, we have reviewed the Company's Change of Auditor Notice ("the Notice") dated May 4, 2022. Based on our information as of this date we agree with the statements contained in the Notice pertaining to us. We have no basis on which to agree or disagree with the other statements contained in the Notice.
MaloneBailey, LLP
