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 23, 2020
 
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: (703) 992-9325
 
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

 

 

 

 

 

Item 8.01 Other Events

On February 23, 2020, Spherix Incorporated (“Spherix”) announced the record date for the distribution to stockholders of 70,000 shares of common stock 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 seventy (70) shares of Spherix common stock held as of 5:00 p.m. Eastern Time on March 4, 2020, the record date. The distribution of the Hoth shares is currently anticipated to occur on or about March 15, 2020. 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 February 23, 2020, 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 February 23, 2020

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.

 

  SPHERIX INCORPORATED
   
  By:  /s/ Anthony Hayes
 

Name:

Title:

Anthony Hayes
Chief Executive Officer

Dated: February 24, 2020

 

2 

Exhibit 99.1

 

 

Spherix Announces a Special Dividend Distribution

Spherix Sets Record Date of March 4th for Dividend Distribution

 

 

NEW YORK, NY February 23, 2020  /PRNewswire/ Spherix Incorporated (Nasdaq: SPEX) today announced that on February 21, 2020, a special committee of the Board of Directors of Spherix Incorporated (“Spherix”) approved a distribution to Spherix stockholders of 70,000 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 seventy (70) shares of Spherix common stock held as of 5 p.m. Eastern Time on March 4, 2020, 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 March 4, 2020. 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, a Delaware corporation (the “Company”), was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics. The Company’s platform consists of patented technology from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and Wake Forest University. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In addition, we are constantly seeking to grow our pipe to treat unmet medical needs in oncology

 

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the SEC, not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

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