SPHERIX INC (Form: 8-K, Received: 04/25/2014 18:05:06)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2014

SPHERIX INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Delaware		000-05576		52-0849320
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7927 Jones Branch Drive, Suite 3125 Tysons Corner, VA				22102
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (703) 992-9260

(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:

[ ] 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 240.13e-4(c))

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)	Certificate of Elimination.

On April 23, 2014, Spherix Incorporated (the “Company”) filed with the Delaware Secretary of State a Certificate of Elimination eliminating its Series B Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock (collectively, the “Preferred Shares”) and returning them to authorized but undesignated shares of the Company’s preferred stock. None of the Preferred Shares were outstanding. The text of the Certificate of Elimination is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

(b)	Amended and Restated Certificate of Incorporation.

On April 24, 2014, the Company filed with the Delaware Secretary of State an Amended and Restated Certificate of Incorporation. The Company’s stockholders previously approved the Amended and Restated Certificate of Incorporation at the annual meeting held on February 6, 2014.

The Amended and Restated Certificate of Incorporation, among other things, increases the authorized number of shares of common stock and preferred stock to 200,000,000 shares from 50,000,000 shares and to 50,000,000 shares from 5,000,000 shares, respectively. The Amended and Restated Certificate of Incorporation also requires the Company to indemnify its directors, officer and agents and advance expenses to such persons to the fullest extent permitted by Delaware law.

The text of the Amended and Restated Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

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

Exhibit No.	Description

3.1	Certificate of Elimination of Series B Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock of Spherix Incorporated, filed on April 23, 2014.
3.2	Amended and Restated Certificate of Incorporation of Spherix Incorporated, filed on April 24, 2014.

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.

Date: April 25, 2014

	SPHERIX INCORPORATED

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

CERTIFICATE OF ELIMINATION

SERIES B CONVERTIBLE PREFERRED STOCK,

SERIES E CONVERTIBLE PREFERRED STOCK,

AND

SERIES F CONVERTIBLE PREFERRED STOCK,

SPHERIX INCORPORATED

(Pursuant to Section 151 (g) of the Delaware General Corporation Law)

SPHERIX INCORPORATED (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify

FIRST: The date on which the Corporation’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware on May 1, 1992.

SECOND: The Corporation filed on October 7, 2010, with the Secretary of State of the State of Delaware a Certificate of Designation for Series B Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series B Convertible Preferred Stock (“Series B Preferred Stock”).

THIRD: The Corporation filed on June 25, 2013, with the Secretary of State of the State of Delaware a Certificate of Designation for Series E Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series E Convertible Preferred Stock (“Series E Preferred Stock”).

FOURTH: The Corporation filed on November 1, 2013, with the Secretary of State of the State of Delaware a Certificate of Designation for Series F Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series F Convertible Preferred Stock (“Series F Preferred Stock”).

FIFTH: The Board of Directors of the Corporation, acting in accordance with the provisions of DGCL, has adopted the following resolutions:

NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of Series B Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are outstanding and none of the authorized shares of Series B Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will be issued subject to each respective Certificate of Designation; and

RESOLVED, that all matters set forth in the Certificates of Designation with respect to such Series B Preferred Stock, Series E Preferred Stock and Series F Preferred Stock be eliminated from the Corporation’s Certificate of Incorporation, as amended; and

RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute this Certificate of Elimination and to file this Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL and when such Certificate of Elimination becomes effective, all references to the Series B Preferred Stock, Series E Preferred Stock and Series F Preferred Stock in the Certificate of Incorporation, as amended, shall be eliminated and the authorized shares of the Series B Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.

SIXTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series B Preferred Stock, Series E Preferred Stock and Series F Preferred Stock in the Corporation’s Certificate of Incorporation, as amended, are hereby eliminated, and the authorized shares of Series B Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Anthony Hayes, its Chief Executive Officer this 22th day of April, 2014.

/s/ Anthony Hayes

By: Anthony Hayes

Chief Executive Officer

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SPHERIX INCORPORATED

____________________________________________________

SPHERIX INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.	The name of the Corporation is Spherix Incorporated. The Corporation was originally incorporated under the name Biospherics Incorporated.

The date of the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State was May 1, 1992.

On March 1, 2001, the Corporation filed a Certificate of Designation with the Secretary of State designating the rights, preferences and terms of the Corporation’s Series A Participating Preferred Stock, which was subsequently eliminated by the Corporation upon filing of a Certificate of Elimination with the Secretary of State on February 1, 2013. On October 7, 2010, the Corporation filed a Certificate of Designation designating the rights, preferences and terms of the Corporation’s Series B Convertible Preferred Stock. On February 1, 2013, the Corporation filed a Certificate of Designation designating the rights, preferences and terms of its Series A Participating Preferred Stock. On March 4, 2013, the Corporation filed a Certificate of Designation designating the rights, preferences and terms of its Series C Convertible Preferred Stock. On April 2, 2013, the Corporation filed a Certificate of Designation designating its Series D Convertible Preferred Stock. On June 25, 2013, the Corporation filed a Certificate of Designation designating the rights, preferences and terms of its Series E Convertible Preferred Stock. On November 1, 2013, the Corporation filed a Certificate of Designation designating the rights, preferences and terms of its Series F Convertible Preferred Stock. On November 22, 2013, the Corporation filed Certificates of Designation designating the rights, preferences and terms of its Series D-1 Convertible Preferred Stock and Series F-1 Convertible Preferred Stock. On December 31, 2013, the Corporation filed Certificates of Designation designating the rights, preferences and terms of its Series H Convertible Preferred Stock and Series I Redeemable Convertible Preferred Stock. On April 23, 2014, the Corporation filed a Certificate of Elimination that eliminated its Series B Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock.

This Amended and Restated Certificate of Incorporation has been duly adopted by the directors of the Corporation with approval by the Corporation’s stockholders in accordance with Sections 242 and 245 of the Delaware General Corporation Law and the Board of Directors, with the stockholders’ approval, has resolved that the Certificate of Incorporation of the Corporation, as amended, be deleted and replaced in its entirety with this Amended and Restated Certificate of Incorporation except that the aforementioned Certificates of Designation shall remain unchanged and be made part of this Amended and Restated Certificate of Incorporation by attaching them as Exhibits A, B, C, D, E, F, and G to the Amended and Restated Certificates of Incorporation .

5.	The text of the Corporation’s Amended and Restated Certificate of Incorporation is set forth in full on Annex A attached hereto.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on this 24th day of April, 2014.

SPHERIX INCORPORATED

By: /s/ Anthony Hayes

Title: Chief Executive Officer

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SPHERIX INCORPORATED

FIRST: The name of this Corporation is Spherix Incorporated.

SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite # 101, in the City of Dover, Zip code 19904, in the county of Kent; and the name of the registered agent of the Corporation in the State of Delaware at such address is National Registered Agents, Inc.

THIRD: The nature of the business and of the purposes to be conducted and promoted by the Corporation is to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

A. Classes and Number of Shares . The total number of shares of stock that the Corporation shall have authority to issue is Two Hundred Fifty Million (250,000,000). The classes and aggregate number of shares of each class which the Corporation shall have authority to issue are as follows:

1. Two Hundred Million (200,000,000) shares of common stock, par value $0.0001 per share (the “ Common Stock ”); and

2. Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share (the “ Preferred Stock ”).

B. Blank Check Powers . The Corporation may issue any class of the Preferred Stock in any series. The Board of Directors shall have authority to establish and designate series, and to fix the number of shares included in each such series and the variations in the relative rights, preferences and limitations as between series, provided that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. Shares of each such series when issued shall be designated to distinguish the shares of each series from shares of all other series.

C. On February 1, 2013, the Corporation filed a Certificate of Designation designating the rights, preferences and terms of its Series A Participating Preferred Stock, which is attached hereto as Exhibit A . On March 4, 2013, the Corporation filed a Certificate of Designation designating the rights, preferences and terms of its Series C Convertible Preferred Stock, which is attached hereto as Exhibit B . On April 2, 2013, the Corporation filed a Certificate of Designation designating its Series D Convertible Preferred Stock, which is attached hereto as Exhibit C. On November 22, 2013, the Corporation filed Certificates of Designation designating the rights, preferences and terms of its Series D-1 Convertible Preferred Stock and Series F-1 Convertible Preferred Stock, which are attached hereto as Exhibit D and Exhibit E , respectively. On December 31, 2013, the Corporation filed Certificates of Designation designating the rights, preferences and terms of its Series H Convertible Preferred Stock and Series I Redeemable Convertible Preferred Stock, which are attached hereto as Exhibit F and Exhibit G , respectively.

FIFTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SIXTH: The original By-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors.

SEVENTH: To the fullest extent that the General Corporation Law of the State of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law: (1) for any breach of the directors’ duty of loyalty to the Corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under section 174 of the General Corporation Law of the State of Delaware; or (4) for any transaction from which the director derived any improper personal benefit. Neither the amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment or repeal.

EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.