0001104659-06-016843.txt : 20060315 0001104659-06-016843.hdr.sgml : 20060315 20060315151601 ACCESSION NUMBER: 0001104659-06-016843 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060309 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPHERIX INC CENTRAL INDEX KEY: 0000012239 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 520849320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05576 FILM NUMBER: 06688009 BUSINESS ADDRESS: STREET 1: 12051 INDIAN CREEK CT CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3014193900 MAIL ADDRESS: STREET 1: 12051 INDIAN CREEK COURT CITY: BELTSVILLE STATE: MD ZIP: 20705 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS RESEARCH INC DATE OF NAME CHANGE: 19720404 8-K 1 a06-6839_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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 9, 2006

SPHERIX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-5576	52-0849320
(State or other jurisdiction of	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

12051 Indian Creek Court
Beltsville, Maryland		20705
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (301) 419-3900

Not Applicable

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 (see General Instruction A.2. below):

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 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

A single institutional investor (the “Investor”) held an option to purchase 585,973 shares of the common stock of Spherix Incorporated (the “Company”) at any exercise price of $7.00 per share. In exchange for the Company’s agreement to reduce the exercise price to $2.04 per share, the Investor agreed to exercise the option for the full 585,973 shares. The agreement was evidenced by a letter agreement dated as of March 9, 2006, a copy of which is attached hereto as Exhibit 99.

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01, the Company has issued 585,973 shares of its common stock pursuant to exercise of a warrant. The issuance of the shares of common stock is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

99. Letter Agreement dated as of March 9, 2006.

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, thereto duly authorized.

	SPHERIX INCORPORATED

Date: March 13, 2006
	Name:	Richard C. Levin
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit

99.		Letter Agreement dated as of March 9, 2006.

EX-99 2 a06-6839_1ex99.htm EXHIBIT 99

EXHIBIT 99

March 9, 2006

VIA FACSIMILE (203) 637-7999

Forest Multi-Strategy Master Fund, SPC,

on behalf of its Multi-Strategy Segregated Portfolio

c/o Forest Investment Management LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

Gentlemen:

This letter will evidence our agreement concerning the stock purchase warrant issued to you by Spherix Incorporated dated August 25, 2004, for 585,973 shares of common stock at an Exercise Price of $7.00 per share (the “Warrant”). All undefined capitalized terms contained herein shall have the same meanings as set forth in the Warrant.

We have agreed to amend the Exercise Price of the Warrant from $7.00 to $2.04 on the condition that you immediately exercise the Warrant in full. Accordingly, if by 5:00 p.m. (EST) on Friday, March 10, 2006, we receive from you (i) properly executed exercise forms for the Warrant for 585,973 shares of common stock, (ii) a signed copy of this letter, (iii) the original Warrant and (iv) a wire transfer or bank check for $1,195,384.92, we shall promptly instruct our transfer agent to issue to you a certificate for 585,973 shares of Spherix Incorporated common stock via electronic transfer pursuant to DWAC.

If we have not received the foregoing by the stated time, the provisions of this letter will be null and void.

Sincerely,

Robert Clayton, Direct of Finance

Agreed:

Forest Multi-Strategy Master Fund, SPC,

on behalf of its Multi-Strategy Segregated Portfolio

By: