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):  December 12, 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:
 
☐ 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. ☐

 

 

 

Item 5.07.           Submission of Matters to a Vote of Security Holders.

 

                On December 12, 2017, Spherix Incorporated (the “ Company ”) held its annual meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders (i) re-elected Robert J. Vander Zanden, Anthony Hayes, Tim S. Ledwick and Eric Weisblum as directors of the Company, (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, (iii) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (iv) approved, on a non-binding, advisory basis, the frequency of one year for the Company to hold advisory votes on its executive compensation. Stockholders of record at the close of business on November 1, 2017 were entitled to one vote for each share of common stock, ten/nineteenths votes per share of Series D Convertible Preferred Stock (as converted, one vote for each of 2,487 shares of common stock) and ten/nineteenths votes per share of Series D-1 Convertible Preferred Stock (as converted, one vote for each of 439 shares of common stock) held.  On November 1, 2017, there were 6,235,898 shares of common stock issued and outstanding, 4,725 shares of Series D Convertible Preferred Stock issued and outstanding and 834 shares of Series D-1 Convertible Preferred Stock issued and outstanding, of which 3,670,855 were represented at the Meeting, or approximately 57.91 % of the total outstanding, which was sufficient to constitute a quorum.

 

Set forth below are the final voting results for each of the proposals:

 

Proposal No. 1 – Election of directors

 

Robert J. Vander Zanden, Anthony Hayes, Tim S. Ledwick and Eric Weisblum were elected to serve until the 2017 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:

 

Director Votes For Votes Withheld Broker Non-Votes
Robert J. Vander Zanden 534,559 40,494 3,095,802
Anthony Hayes 526,900 48,153 3,095,802
Tim S. Ledwick 533,512 41,541 3,095,802
Eric Weisblum 534,362 40,691 3,095,802

 

Proposal No. 2 – Ratification of the appointment of independent registered public accounting firm

 

The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified. The voting results were as follows: 

 

Votes For Votes Against Abstentions Broker Non-Votes
3,346,762 37,524 286,569 -

 

Proposal No. 3 – Approval, by non-binding advisory vote, of the Company’s executive compensation

 

The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows: 

 

Votes For Votes Against Abstentions Broker Non-Votes
291,714 263,859 19,480 3,095,802

 

 

 

Proposal No. 4 – Approval, by non-binding advisory vote, on the frequency of advisory votes on the Company’s executive compensation

 

The frequency of one year for future advisory votes on the Company’s executive compensation was approved. The voting results were as follows: 

 

3 Years 2 Years 1 Year Abstentions
212,219 38,488 305,827 18,519

 

A copy of the press release issued by the Company with respect to the Meeting is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.
     
99.1   Press release, dated December 13, 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: December 13, 2017 By: /s/ Anthony Hayes
  Name: Anthony Hayes
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

  (SPHERIX LOGO)

 

Spherix Holds Annual Shareholder Meeting

 

Announces Intent to Distribute Stock Dividend in 2018

 

NEW YORK, NY, December 13, 2017 /PRNewswire/ Spherix Incorporated (NASDAQ: SPEX) a technology development company committed to the fostering of innovative ideas, today announced that it held its Annual Shareholder Meeting.

 

In addition, Robert Vander Zanden, Chairman of the Board of Spherix, stated at the adjournment of yesterday’s meeting, “Spherix is committed to increasing shareholder value. As part of that commitment, I am pleased to announce that it is our intent to dividend out to our Spherix shareholders some of the Hoth Therapeutics, Inc. stock that Spherix acquired in July. The total number of shares to be distributed and the timing of that distribution has not been determined. We will provide the specifics once they have been made, but it is our hope to make that distribution to our shareholders in the first half of 2018.”

 

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