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

Effective January 1, 2023, Sphere 3D Corp. (the "Company") ceased to qualify as a foreign private issuer ("FPI") and became a domestic issuer under the United States Securities and Exchange Act of 1933, as amended and as such is required to comply with certain Nasdaq Marketplace Rules that the Company was not subject to as a FPI. Under Nasdaq Marketplace Rule 5620(c) ("Nasdaq Rule 5620(c)"), the minimum quorum requirement for a meeting of shareholders is 33-1/3% of the outstanding common shares, present in person or represented by proxy and such quorum requirements are required to be set forth in the issuer's by-laws.

On January 12, 2023, the Board of Directors of the Company approved an amendment to the Company's by-laws to change the minimum quorum requirements for a meeting of shareholders in order to comply with Nasdaq Rule 5620(c) (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

3.1 Amendment to By-law No. 1

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

document).

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