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): October 11, 2019

 

SPHERIX INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   000-05576   52-0849320

(State or other jurisdiction

of incorporation)

 

(Commission

File Number) 

 

(I.R.S. Employer

Identification No.)

 

One Rockefeller Plaza, 11th Floor, New York, NY   10020
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 745-1374

 

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:

 

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 240.13a-4(c))

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   SPEX   The Nasdaq Capital Market LLC

 

 

 

 

 

 

Item 8.01 Other Events

 

On October 11, 2019, Spherix Incorporated (“Spherix”) announced the record date for its previously announced distribution to stockholders of 100,000 shares of common stock of Hoth Therapeutics, Inc. (“Hoth”) held by Spherix, which shares represent approximately 0.99% of Hoth’s outstanding shares of common stock.

 

Each Spherix stockholder will be entitled to receive one (1) share of Hoth common stock for every twenty-nine (29) shares of Spherix common stock held as of 5:00 p.m. Eastern Time on October 21, 2019, the record date. The distribution of the Hoth shares is currently anticipated to occur on or about October 28, 2019. Spherix will not distribute fractional shares of Hoth common stock, and any fractional shares will be rounded down to the nearest whole share.

 

Following the distribution, Hoth common stock will continue to be listed on the NASDAQ Capital Market under the symbol “HOTH”, and Spherix common stock will continue to be listed on the NASDAQ Capital Market under the symbol “SPEX”. Spherix stockholders do not need to take any action to receive the shares of Hoth common stock. Spherix stockholders do not need to pay any consideration for or surrender or exchange shares of Spherix common stock.

 

On October 11, 2019, Spherix issued a press release announcing record date for the Hoth distribution, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference in this Current Report.

 

Item 9.01. Financial Statements and Exhibits

 

d)           Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit No. Description
99.1 Press Release, dated October 11, 2019

 

1

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

Dated: October 11, 2019

 

  SPHERIX INCORPORATED
     
  By: /s/ Anthony Hayes
  Name: Anthony Hayes
  Title: Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

 

Spherix Sets Record Date for Dividend Distribution

 

New York, NY, October 11, 2019 /PRNewswire/ Spherix Incorporated (Nasdaq: SPEX) today announced that on October 2, 2019, the Board of Directors of Spherix Incorporated (“Spherix”) approved a distribution to Spherix stockholders of 100,000 shares of Hoth Therapeutics, Inc. (“Hoth”) held by Spherix.

 

Each Spherix stockholder will be entitled to receive one (1) share of Hoth common stock for every twenty-nine (29) shares of Spherix common stock held as of 5 p.m. Eastern Time on October 21, 2019, the record date. Spherix will not distribute fractional shares of Hoth common stock, and any fractional shares will be rounded down to the nearest whole share.

 

Spherix stockholders do not need to take any action to receive the shares of Hoth common stock, other than be a shareholder of record on October 21, 2019. Spherix stockholders do not need to pay any consideration for, surrender or exchange shares of Spherix common stock.

 

Mr. Anthony Hayes, CEO of Spherix stated, “Returning capital to shareholders is an important part of our strategy, and the distribution of a portion of our holdings in Hoth is the first step in this endeavor. We continue to work towards becoming a diversified biopharmaceutical company with a compelling portfolio of potential compounds to develop and commercialize.”

 

About Spherix

 

Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company.

 

Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development. Recently, the Company has invested in and helped develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and entered into an agreement to acquire certain technology assets from CBM BioPharma, Inc.

 

 

 

Forward-Looking Statements

 

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding Spherix’s and CBM’s industry, future events, the proposed transaction between the parties to the Asset Purchase Agreement, the estimated or anticipated future results and benefits of the Company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Spherix’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding the businesses of Spherix and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Spherix or CBM operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Spherix or CBM operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the assets of CBM; uncertainty as to the long-term value of Spherix’s common stock; those discussed in the Spherix’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents of Spherix on file with the SEC or in the registration statement that will be filed with the SEC by Spherix. There may be additional risks that Spherix presently does not know or that Spherix currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Spherix’s expectations, plans or forecasts of future events and views as of the date of this communication. Spherix anticipates that subsequent events and developments will cause Spherix’s assessments to change. However, while Spherix may elect to update these forward- looking statements at some point in the future, Spherix specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Spherix’s assessments as of any date subsequent to the date of this communication.

 

Contact:

 

Investor Relations: Hayden IR

Brett Maas, Managing Partner

Phone: (646) 536-7331

Email: brett@haydenir.com

www.haydenir.com

 

Spherix: Phone: 212-745-1373

Email: investorrelations@spherix.com

www.spherix.com