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):
March 4, 2016
SPHERIX INCORPORATED
(Exact Name of Registrant as Specified in
Charter)
|
Delaware
|
|
0-5576
|
|
52-0849320
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
1350 Avenue of the Americas FL 2
New York, NY 10019
|
|
|
|
10019
|
|
(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 3.03
|
Material Modifications to Rights of Securities Holders.
|
The information contained in Items 5.03
and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
|
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
|
On February 26, 2016, Spherix Incorporated
(the “Company”) held a special meeting (the “Special Meeting”) of its stockholders, which had been adjourned
from February 22, 2016. The matters voted on and approved at the Special Meeting an amendment to the Company’s Amended and
Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, $0.0001 par value per
share (the “Common Stock”), at a ratio between 1-for-12 and 1-for-24 (“Reverse Stock Split”), an amendment
to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of the Company’s
common stock from 200 million to 100 million shares and an amendment to the Company’s 2014 Equity Incentive Plan (the “2014
Plan”) to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 4,161,892
to 8,250,000 (disregarding the effect of any reverse stock split).
On March 3, 2016, the Company filed an
Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware
to affect a 1-for-19 Reverse Stock Split of the Company’s Common Stock and to decrease the number of authorized shares of the
Company’s common stock from 200 million to 100 million. The Reverse Stock Split became effective at 12:01 a.m. on March 4,
2016. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
As a result of the Reverse Stock Split,
each nineteen (19) shares of the Company’s issued and outstanding Common Stock has been automatically combined and converted
into one (1) issued and outstanding share of Common Stock. The Reverse Stock Split has affected all issued and outstanding shares
of Common Stock, as well as Common Stock underlying stock options, warrants and other convertible securities outstanding immediately
prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of
the Common Stock outstanding prior to the Reverse Stock Split from 48.3 million shares to approximately 2.6 million shares immediately
following the stock split.
No fractional shares will be issued in
connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of Common Stock will receive
a cash payment in lieu of such fractional share equal to the opening stock price on the Nasdaq Stock Exchange on March 4, 2016.
Stockholders with shares held in book-entry
form or through a bank, broker or other nominee are not required to take any action and will see the impact of the reverse stock
split reflected in their accounts after March 4, 2016. Beneficial holders may contact their bank, broker or nominee for more information.
Stockholders with shares held in certificate form may exchange their stock certificates for book-entry shares representing the
shares of common stock resulting from the reverse stock split. These stockholders will receive a Letter of Transmittal and instructions
for exchanging their certificates from Spherix's transfer agent, Vstock Transfer, LLC.
As previously disclosed by the Company
on the Current Report on Form 8-K filed on March 27, 2015 with the Securities and Exchange Commission, on March 24, 2015 the Company
received a written notification from NASDAQ notifying the Company that it had failed to comply with the Rule because the bid price
for the Company’s common stock over a period of thirty (30) consecutive business days prior to such date had closed below
the minimum $1.00 per share requirement for continued listing. In accordance with NASDAQ’s Listing Rule 5810(c)(3)(A), the
Company had a period of 180 calendar days, or until September 21, 2015, to regain compliance with the Rule. After determining that
it would not be in compliance with the Rule by September 21, 2015, the Company notified NASDAQ and applied for an extension of
the cure period, as permitted under the original notification. On September 22, 2015, the NASDAQ Stock Market LLC afforded the
Company an additional 180 calendar day period to regain compliance with the minimum bid price requirement, as set forth in NASDAQ
Listing Rule 5550(a)(2) (the “Rule”).
In order to regain compliance with the
Rule for a minimum of ten consecutive business days, on March 4, 2016 the Company affected the Reverse Stock Split and began trading
at a price of at least $1.00 per share. As of the date of this Current Report, the Company’s common stock has now traded
above the minimum required closing bid price for ten (10) consecutive days before the expiration of the grace period, and has remained
in compliance with all other listing requirements. The Company has received written confirmation from Nasdaq that it has
regained compliance with the Rule.
On March 3, 2016, the Company issued a press release announcing
the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
3.1 Certificate of Amendment of the Amended and Restated Certificate
of Incorporation of Spherix Incorporated.
99.1 Press Release issued by Spherix Incorporated on March 3,
2016.
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 thereunto duly authorized.
Date: March 18, 2016
|
|
|
SPHERIX INCORPORATED
|
|
|
|
|
|
|
By:
|
/s/ Anthony Hayes
|
|
|
|
Name: Anthony Hayes
|
|
|
|
Title: Chief Executive Officer
|
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SPHERIX INCORPORATED
Under Section 242 of the Delaware General
Corporation Law
Pursuant to the provisions of Section 242
of the Delaware General Corporation Law, the undersigned, being a duly authorized person of Spherix Incorporated, a corporation
organized and existing under the Delaware General Corporation Law (the “Corporation”), does hereby certify and set
forth as follows:
FIRST: The name of the corporation
is Spherix Incorporated.
The Corporation was originally incorporated under the name Biospherics
Incorporated.
SECOND: The date of the filing of the Corporation’s
original Certificate of Incorporation with the Secretary of State of the State of Delaware was May 1, 1992. On April 24, 2014,
the Corporation filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware
.
THIRD: This Certificate of Amendment
was duly adopted in accordance with the General Corporation Law of the State of Delaware by the Board of Directors and stockholders
of the Corporation. Following adoption of a resolution by the Corporation’s Board of Directors declaring its advisability
and calling a special meeting of the stockholders entitled to vote in respect thereof, a meeting of the stockholders of the Corporation
was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at
which meeting the necessary number of shares as required by statute were voted in favor of the amendment. This Certificate
of Amendment was duly adopted at said special meeting of the stockholders in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
FOURTH: Effective as of 11:59 p.m., Eastern time,
on March 3, 2016 (the “Effective Time”), Clause A. and Paragraphs numbered 1. and 2. thereunder of Article FOURTH of
the Corporation’s Amended and Restated Certificate of Incorporation, is hereby amended in their entirety such that, as amended,
Clause A. of Article FOURTH shall read in its entirety as follows:
“A. The total number of shares of stock of all
classes that the Corporation shall have authority to issue is One Hundred Fifty Million (150,000,000) shares, consisting of One
Hundred Million (100,000,000) shares of common stock, par value $0.0001 per share (the “
Common Stock
”), and
Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share (the “
Preferred Stock
”).”
FIFTH: Effective as of the Effective Time, each nineteen
(19) shares of common stock, par value $0.0001 per share (the “Old Common Stock”), issued and outstanding immediately
before the Effective Date, shall be and hereby is, reclassified as and changed into one (1) share of common stock, par value $0.0001
per share (the “New Common Stock”). Each outstanding stock certificate which immediately before the Effective
Date represented one or more shares of Old Common Stock shall thereafter, automatically and without the necessity of surrendering
the same for exchange, represent the number of whole shares of New Common Stock determined by multiplying the number of shares
of Old Common Stock represented by such certificate immediately prior to the Effective Date by one-nineteenth (1/19), and shares
of Old Common Stock held in uncertificated form shall be treated in the same manner. No fractional shares shall be issued
in connection therewith. Stockholders who would otherwise be entitled to receive fractional share interests of Common Stock shall
instead receive a cash payment equal to the fraction multiplied by the closing sales price of our Common Stock as of the date of
the Effective Time.
IN WITNESS WHEREOF, Spherix Incorporated
has caused this certificate to be signed by its Chief Executive Officer as of the 2
nd
day of March, 2016.
|
|
By:
|
/s/ Anthony Hayes
|
|
|
|
Name: Anthony Hayes
|
|
|
|
Title: Chief Executive Officer
|
Exhibit 99.1
Spherix Announces Reverse Stock Split
BETHESDA, MD, March 3, 2016 /Accesswire/
Spherix Incorporated (NASDAQ: SPEX) an intellectual property development company committed to the fostering and monetization
of intellectual property, today announced that today announced a reverse stock split of its shares of common stock at a ratio of
1-for-19. At the market open on March 4, 2016, Spherix Incorporated common stock will begin trading on a split-adjusted basis
on the Nasdaq Capital Market under the existing trading symbol “SPEX”. The new CUSIP number for the common stock following
the reverse stock split is 84842R403.
As a result of the reverse stock split,
the Spherix's issued and outstanding shares of common stock will decrease to approximately 2,694,006 post-split shares from approximately
51,188,493 pre-split shares. The reverse stock split will also proportionately affect options issued under Spherix’s equity
incentive plan, outstanding warrants for the purchase of common stock, and the conversion ratio of each series of Spherix’s
convertible preferred stock.
No fractional shares will be issued in
connection with the reverse split of the issued and outstanding common stock. Shareholders who would otherwise hold a fractional
share of the Company's common stock will receive a cash payment in lieu thereof at a price equal to that fraction to which the
shareholder would otherwise be entitled multiplied by the closing sales price of the Company's common stock on the Nasdaq Capital
Market as of the effective time of the reverse stock split.
Stockholders with shares held in book-entry
form or through a bank, broker or other nominee are not required to take any action and will see the impact of the reverse stock
split reflected in their accounts after March 4, 2016. Beneficial holders may contact their bank, broker or nominee for more
information. Stockholders with shares held in certificate form may exchange their stock certificates for book-entry shares representing
the shares of common stock resulting from the reverse stock split. These stockholders will receive a Letter of Transmittal and
instructions for exchanging their certificates from Spherix’s transfer agent, Vstock Transfer, LLC.
About Spherix
Spherix is committed to advancing innovation
by active participation in all areas of the patent market. Spherix draws on portfolios of pioneering technology patents to partner
with and support product innovation. Spherix has acquired over 100 patents from Rockstar Consortium Inc., and several hundred patents
issued to Harris Corporation, covering a variety of methods and components involved in switching, routing, networking, optical
and telecommunication sectors.
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: (703) 992-9325
|
|
|
Email: info@spherix.com
|
|
|
www.spherix.com
|