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 19, 2017
 
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, 11 th 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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o 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. □

 

 
 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
    Compensatory Arrangements of Certain Officers.

 

On October 19, 2017, Spherix Incorporated (the “Company”) entered into an amendment to the employment agreement (the “Amendment”) of Anthony Hayes, the Company’s Chief Executive Officer. Pursuant to the Amendment, effective January 1, 2017, Mr. Hayes is entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds certain criteria adopted by the Compensation Committee of the Company’s Board of Directors. In addition, Mr. Hayes was awarded a restricted stock unit grant for 30,000 shares of the Company’s common stock under the Company’s 2014 Equity Incentive Plan (the “RSU Grant”). The RSU Grant shall vest in installments, in tandem with the satisfaction of the same criteria to which the cash bonus is subject. If all criteria are met, 100% of the RSU Grant shall vest upon the determination of the Compensation Committee, which in any event shall not be later than March 15, 2018.

 

All other terms of Mr. Hayes’ employment agreement, effective as of April 1, 2016, shall remain in full force and effect.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)        Exhibits

 

 

  Exhibit No. Description
     
10.1 Amendment to Employment Agreement by and between Spherix Incorporated and Anthony Hayes, dated as of October 19, 2017.
     

 

 

 

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
       
       
Date: October 25, 2017     By: _ /s/ Anthony Hayes____________ 
      Name: Anthony Hayes
      Title: Chief Executive Officer
       

 

 

Exhibit 10.1

  

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of the dates set forth herein, by and between SPHERIX INCORPORATED, a Delaware corporation with offices at One Rockefeller Plaza, 11 th Floor, New York, NY 10020 (the “ Corporation ”), and Anthony Hayes, an individual residing at 546 Thomas Bransby, Williamsburg, VA 23185 (the “ Executive ”).

WHEREAS , the Corporation and Executive entered into that certain Employment Agreement dated as of September 10, 2013, as the same was amended and restated as of April 1, 2016, (as so amended and restated, the “ Agreement ”);

WHEREAS , the Parties desire to amend the Agreement in the form set forth herein; and

WHEREAS , the Compensation Committee of the Board of Directors of the Corporation has approved the Amendment in the form reflected herein.

NOW THEREFORE , in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree to the amendment of the Agreement, as follows:

1.       Section 4(b) of the Agreement is amended in its entirety, effective January 1, 2017, as follows:

(b)       In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“ Annual Bonus ”) in an amount equal to up to Two Hundred-Fifty Thousand Dollars ($250,000.00) if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “ Compensation Committee ”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than December 31 of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater amount of the Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the Term, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.

 

 

2. Section 4(c) of the Agreement is amended in its entirety, effective January 1, 2017, as follows:

(c)       The Compensation Committee of the Corporation shall approve a restricted stock unit grant to Executive (the “RSU Grant”) pursuant to the Corporation’s 2014 Equity Incentive Plan (the “Plan”) with respect to thirty thousand (30,000) shares of common stock of the Corporation. The RSU Grant shall be completed within ten (10) days of the date of execution of this Agreement. The RSU Grant shall vest upon the payment of the Annual Bonus as set forth in Section 4(b) above, in the same pro rata criteria adopted by the Compensation Committee for the payment of the Annual Bonus. In addition, the RSU Grant shall immediately vest in full if during the Term there is (i) a “Change in Control Transaction” during the term of the Executive’s employment and or (ii) a termination of the Executive’s services hereunder by the Corporation other than for “Cause” or by the Executive for “Good Reason” (each as defined in Section 5 below). Shares of common stock shall be delivered to Executive promptly, and in any event within five (5) business days, after vesting (accordingly, such shares shall be delivered within the short-term deferral exception period under Code Section 409A). (For avoidance of doubt, any such delivery of shares shall occur within five (5) business days after the Compensation Committee has received and reviewed year-end financial information and determined that the condition has been satisfied, any such delivery to be no later than March 15, 2018).

3. Section 4(g) of the Agreement is amended in its entirety, effective as of October 19, 2017, to read as follows:

(g)       The Corporation shall also maintain (or hire, if applicable) an executive assistant to assist the Executive with his duties.

4. This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Except as modified herein, the Agreement remains in full force and effect.

The parties have executed this Amendment, effective as of the dates noted herein, this 19 th day of October, 2017.

 SPHERIX CORPORATION   EXECUTIVE  
           
           
/s/ Eric Weisblum               /s/Anthony Hayes        
By:   Eric Weisblum   Anthony Hayes  
    Duly Authorized Chairman      
    of the Compensation Committee