-----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, I7+ReJXigJOsWH5yqECvKegKB+/OYHM/MYKKw4g04bQtLizobDLB2Mb2Rx22uajZ 55SMlDujVUgeXafXAI9bkQ== 0001104659-08-022581.txt : 20080404 0001104659-08-022581.hdr.sgml : 20080404 20080404141843 ACCESSION NUMBER: 0001104659-08-022581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080403 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 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: 08740022 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 a08-10044_18k.htm 8-K

 

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)           April 3, 2008

 

SPHERIX® INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-5576

 

52-0849320

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

6430 Rockledge Drive, Westmoreland Bldg. #503, Bethesda, MD

 

20817

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code     301-897-2540

 

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))

 

 



 

Section 2 – Financial Information.

 

Item 2.02.               Results of Operations and Financial Condition.

 

On April 3, 2008, the Registrant issued a press release regarding its financial results for the year ended December 31, 2007.  A copy of the press release is attached hereto as Exhibit 99.1.

 

The information provided in this Current Report on Form 8-K is being provided pursuant to Item 2.02 of Form 8-K.  The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

 

2



 

Section 9 – Financial Statements and Exhibits.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit 99.1 – Press Release dated April 3, 2008.

 

 

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

 

(Registrant)

 

 

 

By:

 

 

 

/s/ Robert L. Clayton

 

Robert L. Clayton

 

Chief Financial Officer

 

 

 

Date:   April 3, 2008

 

3


EX-99.1 2 a08-10044_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

 

For additional information, contact

 

 

Investor Relations, 1-866-SPHERIX

April 3, 2008

 

Email:  info@spherix.com

 

SPHERIX REPORTS 2007 FINANCIAL RESULTS

 

BETHESDA, MD, Spherix Incorporated (NASDAQ/SPEX) reported a net loss of $938,000 for the year ended December 31, 2007. The Company’s research and development costs jumped to $5.9 million in 2007, from $884,000 in 2006, with the launch of the Company’s Phase 3 clinical trial for Naturlose as a treatment for Type 2 diabetes in April 2007.  The trial is expected to last at least two years, and will be financed through the proceeds received from the sale of the Company’s InfoSpherix subsidiary.  The Company’s losses from continuing operations were $5.9 million and $700,000 for the years ended 2007 and 2006, which includes income tax benefit allocations of $3.4 million and $2.4 million each.  Income from discontinued operations was $4.9 million and $4.2 million for each of the years ended 2007 and 2006, net of income tax expense allocations of $4.2 million and $2.5 million.  Income from discontinued operations in 2007 included an $8.6 million pre-tax gain on the sale of our InfoSpherix subsidiary.

 

(Numbers in 000’s)

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Revenue

 

$

155

 

$

7

 

Loss from continuing operations

 

(5,851

)

(700

)

Income from discontinued operations

 

4,913

 

4,213

 

Net (loss) income

 

(938

)

3,513

 

 

 

 

 

 

 

Net (loss) income per share

 

 

 

 

 

Continuing operations

 

$

(0.41

)

$

(0.05

)

Discontinued operations

 

$

0.35

 

$

0.31

 

Net (loss) income per share

 

$

(0.07

)

$

0.26

 

 

Certain statements contained herein are “forward looking” statements as defined in the Private Securities Litigation Reform Act of 1995.  Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied.  Factors that could cause actual results to differ materially from those expressed or implied include, but are not limited to, those discussed in filings by the Company with the Securities and Exchange Commission, including the filing on Form 8-K made on October 10, 2007.

 

Spherix’s mission is to create value and increase shareholder wealth through innovations that benefit our clients and the human condition. Spherix offers innovations in biotechnology, and provides technical and regulatory consulting services to biotechnology and pharmaceutical companies.

 

Our Internet address is http://www.spherix.com.

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