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): June 16, 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
(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 1.01 Entry into a Material Definitive Agreement.

 

On June 16, 2012, Spherix Incorporated (the “ Company ”) and Transfer Online, Inc. (“ TOI ”) entered into an Assignment and Assumption of Rights Agreement (the “ Assignment ”) to that certain Rights Agreement, effective January 1, 2013 (valid through December 31, 2017, referred to herein as the “ Rights Agreement ”) originally entered into between the Company and Equity Stock Transfer (“ EST ”), and previously filed by the Company on Form 8-K with the Securities and Exchange Commission on January 30, 2013.  The Assignment of the Rights Agreement is to replace EST as the Rights Agent and to appoint TOI as the successor Rights Agent, effective July 15, 2016.

 

The foregoing description of the Assignment does not purport to be complete and is qualified in its entirety by reference to the Assignment, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

1.1 Assignment and Assumption of Rights Agreement, dated as of June 16, 2016 by and between Spherix Incorporated and Transfer Online Inc., as Rights Agent.

 

 

 

 

SIGNATURE

 

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

     
Date:    June 21, 2016 By: /s/ Anthony Hayes
  Name:  Anthony Hayes
  Title:     Chief Executive Officer

 

 

 

Exhibit 1.1

 

ASSIGNMENT AND ASSUMPTION OF RIGHTS AGREEMENT

 

KNOW ALL MEN BY THESE PRESENTS, that Spherix Incorporated , a Delaware corporation (hereinafter referred to as the “ Company ”), is party to that certain Rights Agreement, effective January 1, 2013 (valid through December 31, 2017, referred to herein as the “ Rights Agreement ”) with Equity Stock Transfer (“ EST ”), as publicly disclosed and filed by the Company on Form 8-K with the Securities and Exchange Commission on January 30, 2013.

 

Under the terms of the existing Rights Agreement, including Sections 19 and 21 thereunder, the Company is permitted to terminate and replace the existing Rights Agent (as such term is defined in the Rights Agreement).

 

In accordance with the terms of the Rights Agreement, the Company terminates EST effective as of as of July 15, 2016, and appoints Transfer Online Inc. (“ Assignee ”) as its new Rights Agent.

 

TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns, forever.

 

Transfer Online Inc. accepts and acknowledges its assignment and appointment as the Company’s new Rights Agent, effective as of July 15, 2016 in consideration of good and valuable consideration to it, the receipt whereof is hereby acknowledged.

 

The Assignee, by the acceptance hereof, hereby confirms its appointment pursuant to Sections 19 and 21 of the Rights Agreement, and assumes the performance of all the terms, duties, powers, covenants, obligations and conditions imposed upon it pursuant to the Rights Agreement and this Assignment and Assumption Agreement, and Assignee further agrees to perform all the terms, obligations, duties, powers, services, covenants and conditions required it pursuant to the terms of the Rights Agreement in all respects and with the same effect as though the Assignee had executed the Rights Agreement as the Rights Agent originally named therein.

 

This document may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument.

 

This Assignment and Assumption Agreement shall be governed by and construed in accordance with the internal laws of Delaware applicable to contracts to be made and performed entirely within Delaware.

 

[SIGNATURE PAGE ON THE FOLLOWING PAGE]

 

 

 

 

IN WITNESS WHEREOF, the Assignor and Assignee have hereunto caused this Assignment and Assumption of Contract to be executed this 16 th day of June, 2016.

 

SPHERIX INCORPORATED

 

   
By: Anthony Hayes  
Chief Executive officer  

 

TRANSFER ONLINE INC.

 

   
By:    
Its: