-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVBGT/qQ3DClzrhsJZ4AeAzD5uTuGc7yNXzM10Q18UcWsd6tfTS/ZbTgtxq0uwjv tNCCxPg2zrBw8cGZTCFPiw== 0001104659-06-023889.txt : 20060410 0001104659-06-023889.hdr.sgml : 20060410 20060410104141 ACCESSION NUMBER: 0001104659-06-023889 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050722 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060410 DATE AS OF CHANGE: 20060410 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: 06749857 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 a06-8605_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) July 22, 2005

 

SPHERIX INCORPORATED.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-5576

 

52-0849320

(State or other jurisdiction

 

(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

 

(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 3.02                Unregistered Sales of Equity Securities

 

On July 22, 2005 we entered into a Standby Equity Distribution Agreement (“SEDA”) with Cornell Capital Partners, L.P. (“Cornell”). Under the SEDA, we can require Cornell to purchase up to $4,000,000 of our common stock over a two-year period following the effective date of a registration covering the shares of our common stock to be sold to Cornell. The SEDA transaction was described in a Form 8-K dated July 22, 2005 filed with the Securities and Exchange Commission (“SEC”) on July 25, 2005.

 

Through April 6, 2006 we have sold a total of 1,077,567 shares of our common stock to Cornell pursuant to the SEDA. The specifics of these sales are set forth in separate Prospectus Supplements filed with the SEC. We have paid the fees and expenses described in the initial Form 8-K filings with respect to these sales.

 

All such sales of shares of our common stock were in private transactions exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 4(2) and Regulation D of that act.

 

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: March 6, 2006

By:

  /s/ Richard C. Levin

 

 

 

Richard C. Levin,

 

 

President and Chief Executive Officer

 

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