0001144204-11-045973.txt : 20110812 0001144204-11-045973.hdr.sgml : 20110812 20110812135457 ACCESSION NUMBER: 0001144204-11-045973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110812 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110812 DATE AS OF CHANGE: 20110812 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: 111030604 BUSINESS ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, #503 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-897-2540 MAIL ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, #503 CITY: BETHESDA STATE: MD ZIP: 20817 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 v231943_8k.htm FORM 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)
August 12, 2011
 
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, Suite 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 August 12, 2011, the Registrant issued a press release regarding its financial results for the quarter ended June 30, 2011.  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.

Section 9 – Financial Statements and Exhibits.

Item 9.01.                      Financial Statements and Exhibits.

Exhibit 99.1 – Press Release dated August 12, 2011.

 
- 2 -

 


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
 
       
       
 
 
/s/ Claire L. Kruger 
 
   
Claire L. Kruger
 
   
Chief Executive Officer
 
       
       
   
Date:  August 12, 2011
 


 

 
- 3 -

 
EX-99.1 2 v231943_ex99-1.htm EXHIBIT 99.1

Spherix Announces Second Quarter Financial Results



- CONFERENCE CALL TO BE HELD ON AUGUST 18 AT NOON ET -

BETHESDA, Md., Aug. 12, 2011 /PRNewswire/ -- Spherix Incorporated (NASDAQ: SPEX) – an innovator in biotechnology for therapy in diabetes, metabolic syndrome and atherosclerosis, and providers of technical and regulatory consulting services to food, supplement, biotechnology and pharmaceutical companies – today reported financial results for the three and six months ended June 30, 2011.

Recent and Upcoming Highlights

  • Pharmaceutical Development
    • Announced the recently licensed compound, SPX10624258 (SPX106), significantly reduced serum triglycerides and cholesterol when administered in combination with D-tagatose for nine weeks to LDLr -/- mice compared with controls [triglycerides: -36% (p=0.01), cholesterol -19% (p=0.01)]
    • Continued research contracts to investigate the role of D-tagatose in lowering triglycerides
    • Continued preclinical testing of SPX106 in combination with D-tagatose for treatment of high triglycerides and cholesterol
    • Began preclinical testing of SPX106 alone as a treatment for high triglycerides, atherosclerosis and the metabolic syndrome
    • Seeking a strategic partner for the continued development of D-tagatose as a treatment for Type 2 diabetes

  • Health Sciences Consulting
    • Recent and upcoming trade and professional shows:
      • April 9, 2011: Dr. Claire Kruger, Spherix CEO, spoke at the American Dietetic Association's Nutrition News Forecast 2011 in Chicago
      • May 16, 2011: Spherix Consulting's Principal Advisor, Dr. A. Wallace Hayes, presented at the American College of Toxicology's Toxicology for Industrial and Regulatory Scientists Program in Falls Church, Va.; his presentation, "Basic Principles of Toxicology," was co-authored by Dr. Kruger
      • July 26-27, 2011: Dr. Kruger, Dr. Hayes and Dr. Nancy Booth, Spherix's Senior Science Consultant, presented "Toxicology and Safety Studies: What Does FDA Really Expect, and Do You Need to Do It?"  and "GRAS Affirmation and NDIs: What is the Difference? When and How to Use GRAS vs. NDI, and Understanding the Food Ingredient/Dietary Ingredient Distinction," at the UPNA Seminar: NDI Guidance: Understanding The New Safety Paradigm, in Salt Lake City
      • August 17, 2001: Dr. Kruger is to deliver, "Regulatory Pathways to Market: A Discussion of Dietary Supplements, Medical Food, and Nutraceuticals," at the Pharmaceutical Education & Research Institute, Inc. (PERI)'s Webinar

  • Corporate
    • June 16, 2011: Dr. Kruger presented to investors as part of the 5th Lippert/Heilshorn & Associates Life Sciences & Medical Technologies Virtual Conference
    • August 18, 2011: Management will provide a business update in a conference call to be held at 12:00 noon Eastern time

Financial Results for the Three and Six Months Ended June 30, 2011

The net loss for the second quarter of 2011 was $1.0 million or $0.40 per share, compared with a net loss for the second quarter of 2010 of $2.6 million or $1.49 per share. The narrowing of the net loss was attributed mainly to lower research and development (R&D) expense.

R&D expense for the second quarter of 2011 was $0.4 million, a decrease of $1.1 million from R&D expense of $1.5 million in the prior year's second quarter. R&D expenses are entirely incurred by Biospherics, the Company's pharmaceutical development subsidiary. The decrease in R&D was attributed to lower spending following completion of a Phase 3 clinical trial and a Phase 2 dose-ranging trial to develop D-tagatose for the treatment of Type 2 diabetes. Second quarter 2011 R&D expense is related to the Company's preclinical trials for the use of both D-tagatose and SPX106 in lowering triglyceride levels. D-Tagatose, a naturally occurring sugar, is a low-calorie, full-bulk sweetener previously approved by the Food and Drug Administration (FDA) as a GRAS (Generally Recognized as Safe) food ingredient.

The next loss for the six months ended June 30, 2011 was $1.2 million or $0.50 per share, compared with a net loss for the six months ended June 30, 2010 of $4.7 million or $2.74 per share. R&D expense for the first half of 2011 was $0.8 million, down from $2.9 million in the comparable prior year period due to completion of the aforementioned clinical trials.

The Company had cash and cash equivalents of $5.6 million and working capital of $5.6 million as of June 30, 2011, compared with $5.6 million and $4.9 million, respectively, as of December 31, 2010. The Company raised $2.5 million, net of offering costs, in a registered direct offering of common stock and warrants during the first quarter of 2011.

Management Commentary

Commenting on the quarter and recent weeks, Dr. Kruger said, "We have moved forward with preclinical testing of our newly-licensed compound SPX106 for the treatment of dyslipidemia, both as monotherapy and in combination with D-tagatose, and we are delighted with the results thus far. In addition, D-tagatose alone continues to show efficacy in the treatment of high triglycerides and other metabolic disorders in preclinical studies. We are becoming more confident of the potential for these drugs as our research progresses, and we hope to advance these compounds into a human proof-of-concept study next year."

"Our discussions for a partner for D-tagatose for the Type 2 diabetes indication have continued during the quarter and recent weeks," Dr. Kruger added. "We believe that with its successful Phase 3 trial in the lowering of HbA1c levels in mild diabetics, admirable safety record and GRAS designation by the FDA that D-tagatose deserves a place in the treatment armamentarium."

Until June 2010 Biospherics' activities were limited to developing D-tagatose as a novel, first-in-class treatment for Type 2 diabetes. In June 2010 the Company announced that it will actively seek a corporate partner to continue the diabetes development and that it will also explore D-tagatose as a potential treatment for high triglycerides, a risk factor for atherosclerosis, myocardial infarction and stroke. The clinical trials in the use of D-tagatose for the treatment of Type 2 diabetes have been the primary focus of the Biospherics segment.

Business Update Conference Call and Webcast

Spherix management will host a conference call to provide a business update and answer questions on Thursday, August 18, 2011, beginning at 12:00 noon Eastern time. To access the conference call, from the U.S. please dial (866) 322-1352 and from outside the U.S. please dial (706) 643-6246. All listeners should provide the following passcode 91298673. Individuals interested in listening to the live conference call via the Internet may do so by logging on to the Company's website, www.spherix.com.

Following the end of the conference call, a telephone replay can be accessed by dialing (855) 859-2056 from the U.S. or (404) 537-3406 from outside of the U.S. All listeners should provide the following passcode: 91298673. The webcast will be available for 30 days.

About Spherix

Spherix Incorporated was launched in 1967 as a scientific research company under the name Biospherics Research. The Company now leverages its scientific and technical expertise and experience through its two subsidiaries – Biospherics Incorporated and Spherix Consulting, Inc. Biospherics is dedicated to development of D-tagatose and recently completed a Phase 3 clinical trial to study the use of D-tagatose as a treatment for Type 2 diabetes. Biospherics is actively seeking a pharma partner to continue the diabetes development while exploring D-tagatose as a potential treatment for high triglycerides, a risk factor for atherosclerosis, myocardial infarction, and stroke. Spherix's Consulting subsidiary provides scientific and strategic support for suppliers, manufacturers, distributors and retailers of conventional foods, biotechnology-derived foods, medical foods, infant formulas, food ingredients, dietary supplements, food contact substances, pharmaceuticals, medical devices, consumer products and industrial chemicals and pesticides. For more information, please visit www.spherix.com.

Forward-Looking Statements

This release contains forward-looking statements which are made pursuant to provisions of Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that such statements in this release, including statements relating to planned clinical study design, regulatory and business strategies, plans and objectives of management and growth opportunities for existing or proposed products, constitute forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward-looking statements. The risks and uncertainties include, without limitation, risks that product candidates may fail in the clinic or may not be successfully marketed or manufactured, we may lack financial resources to complete development of D-tagatose, the FDA may interpret the results of studies differently than us, competing products may be more successful, demand for new pharmaceutical products may decrease, the biopharmaceutical industry may experience negative market trends, our continuing efforts to develop D-tagatose may be unsuccessful, our common stock could be delisted from the Nasdaq Capital Market, and other risks and challenges detailed in our filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this release. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this release or to reflect the occurrence of unanticipated events.

- Tables Follow -

Condensed Consolidated Statements of Operations

(Unaudited)






Three Months Ended June 30,


Six Months Ended June 30,





2011


2010


2011


2010












Revenue



$       186,050


$       327,139


$       492,353


$       659,430












Operating expenses











Direct costs



(119,019)


(112,270)


(249,315)


(231,899)


Research and development expense

(404,499)


(1,544,605)


(760,002)


(2,856,484)


Selling, general and administrative expense

(685,514)


(1,230,103)


(1,617,718)


(2,280,750)


Total operating expenses

(1,209,032)


(2,886,978)


(2,627,035)


(5,369,133)












Loss from operations



(1,022,982)


(2,559,839)


(2,134,682)


(4,709,703)


Interest income



866


2,228


2,085


4,216


Other income



8,377


-


53,007


-


Gain on settlement of obligations

-


-


845,000


-

Loss before taxes



(1,013,739)


(2,557,611)


(1,234,590)


(4,705,487)













Income tax expense



-


-


(14,485)


-












Net loss



$  (1,013,739)


$  (2,557,611)


$  (1,249,075)


$  (4,705,487)























Net loss per share, basic



$           (0.40)


$           (1.49)


$           (0.50)


$           (2.74)

Net loss per share, diluted


$           (0.40)


$           (1.49)


$           (0.50)


$           (2.74)












Weighted average shares outstanding, basic

2,562,488


1,715,065


2,505,568


1,715,065

Weighted average shares outstanding, diluted

2,562,488


1,715,065


2,505,568


1,715,065














Condensed Consolidated Balance Sheets


ASSETS

June 30, 2011
(Unaudited)


December 31,
2010

Current assets





Cash and cash equivalents

$         5,564,198


$    5,575,310


Trade accounts receivable, net of allowance of $0 and $65,000

320,515


285,859


Grants receivable

-


270,128


Other receivables

35,047


74,110


Prepaid research expenses

297,140


464,322


Prepaid expenses and other assets

102,286


155,261


         Total current assets

6,319,186


6,824,990






Property and equipment, net of accumulated depreciation





of $231,988 and $197,971

122,518


154,161

Patents, net of accumulated amortization of $1,941 and $50,725

205


2,296

Deposit

35,625


35,625


         Total assets

$         6,477,534


$    7,017,072






LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities





Accounts payable and accrued expenses

$            261,764


$    1,211,561


Accrued salaries and benefits

345,958


563,706


Deferred revenue

68,442


170,641


         Total current liabilities

676,164


1,945,908






Deferred compensation

-


550,000

Deferred rent

64,877


80,945


         Total liabilities

741,041


2,576,853






Commitments and contingencies

-


-






Stockholders' equity





Preferred stock, $0.01 par value, 2,000,000 shares authorized;





         5,250 series B issued and 1 outstanding at June 30, 2011





         and December 31, 2010

-


-


Common stock, $0.01 par value, 5,000,000 shares authorized;





         2,570,531 and 2,143,631 issued, 2,562,488 and 2,135,588





         outstanding at June 30, 2011 and December 31, 2010,





         respectively

25,705


21,436


Paid-in capital in excess of par value

41,109,894


38,568,814


Treasury stock, 8,043 shares, at cost at June 30, 2011





         and December 31, 2010

(464,786)


(464,786)


Accumulated deficit

(34,934,320)


(33,685,245)


         Total stockholders' equity

5,736,493


4,440,219


         Total liabilities and stockholders' equity

$         6,477,534


$    7,017,072










CONTACT: Investor Relations, +1-301-897-2564, info@spherix.com