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): September 28, 2018

Sphere 3D Corp.
(Exact name of registrant as specified in its charter)

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

240 Matheson Blvd. East,  
Mississauga, Ontario L4Z 1X1
   
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (858) 571-5555

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)

   
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

   
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On December 12, 2017, the shareholders of Sphere 3D Corp. (the “Company”) passed a special resolution authorizing the board of directors of the Company to file articles of amendment to create an unlimited number of preferred shares, issuable in series (the “Preferred Shares”).

     On September 28, 2018, the Company filed Articles of Amendment to create the Preferred Shares (the “Amendment”). The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference into this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
3.1 Articles of Amendment of the Company dated September 28, 2018.

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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: October 2, 2018

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

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EXHIBIT INDEX

(d) Exhibits

Exhibit Number Description
3.1 Articles of Amendment of the Company dated September 28, 2018.

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Exhibit 3.1