Spherix Incorporated
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(Name of Issuer)
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Common Stock, par value $.0001 per share
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(Title of Class of Securities)
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84842R 304
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(CUSIP Number)
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Copy To:
Robert Clayton
Chief Financial Officer, Secretary and Treasurer
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102
(703) 992-9260
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 84842R 304
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Harvey Kesner
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF/AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER:
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1,013 (1)
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8
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SHARED VOTING POWER:
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129,391 (2)
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9
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SOLE DISPOSITIVE POWER:
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1,013 (1)
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10
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SHARED DISPOSITIVE POWER:
129,391 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,404
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16% (based on 813,713 shares of Common Stock issued and outstanding as of March 18, 2013)
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) | Represents options to purchase 1,013 shares of Common Stock at an exercise price of $9.87 per share. |
(2) | Represents (1) 9,397 shares of Common Stock and (2) a restricted stock award of 120,000 shares of Common Stock that may vest within 60 days held by Paradox Capital Partners LLC. Excludes warrants to purchase 9,391 shares of Common Stock that may not be exercised and the holder may not receive shares of our Common Stock such that the number of shares of Common Stock held by the holder and his affiliates after such exercise exceeds 4.99% of the issued and outstanding shares of Common Stock unless the Company receives a written waiver of such provision in accordance with the terms of the warrant. The number of shares reflected herein is limited accordingly. Harvey Kesner is the manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities of the Company held by Paradox Capital Partners LLC. |
CUSIP No. 84842R 304
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Paradox Capital Partners LLC (1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Jersey
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER:
|
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0
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||||
8
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SHARED VOTING POWER:
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129,391 (1) (2)
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9
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SOLE DISPOSITIVE POWER:
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0
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||||
10
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SHARED DISPOSITIVE POWER:
129,391 (1) (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,391 (1) (2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.9% (based on 813,713 shares of Common Stock issued and outstanding as of March 18, 2013)
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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Harvey Kesner is the manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities held by Paradox Capital Partners LLC.
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(2)
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Represents (1) 9,397 shares of Common Stock and (2) a restricted stock award of 120,000 shares of Common Stock that may vest within 60 days held by Paradox Capital Partners LLC. Excludes warrants to purchase 9,391 shares of Common Stock that may not be exercised and the holder may not receive shares of our Common Stock such that the number of shares of Common Stock held by the holder and his affiliates after such exercise exceeds 4.99% of the issued and outstanding shares of Common Stock unless the Company receives a written waiver of such provision in accordance with the terms of the warrant. The number of shares reflected herein is limited accordingly.
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(a)
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As of the date hereof, Harvey Kesner beneficially owns 130,404 shares of the Issuer’s Common Stock, which represents approximately 16% of the Issuer’s Common Stock. (1)(2)
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(b)
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Paradox may be deemed to share voting and dispositive power over 129,391 shares of Common Stock of the Issuer (2).
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(c)
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Other than disclosed below, the Reporting Persons have not effected any transactions in the shares of the Issuer during the past 60 days:
In November 2012, the Company conducted a private placement of units consisting of Common Stock and warrants to purchase additional shares of Common Stock. Each unit consisted of one share of Common Stock and a warrant to purchase an additional share of Common Stock. Paradox purchased 9,391 units in the private placement consisting of 9,391 shares of Common Stock and warrants to purchase an additional 9,391 shares for an aggregate subscription price of $49,997.68.
On November 16, 2012, Mr. Kesner was awarded an option to purchase 1,013 shares of Common Stock as a part of his compensation as a member of the Board of Directors of the Company.
On December 31, 2012, Paradox received 120,000 shares of restricted Common Stock. These restricted shares of Common Stock will become unrestricted shares of Common Stock upon the closing of the merger transaction described in the Company’s Current Report on Form 8-K filed on April 4, 2013.
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(d)
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To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 130,404 shares of Common Stock reported in Item 5(a).
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(e)
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Not applicable.
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Exhibit
Number
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Description
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99.1
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Joint Filing Agreement with Paradox Capital Partners LLC
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