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): October 13, 2015

SPHERIX INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Delaware	0-5576	52-0849320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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: (703) 992-9260

(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:

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      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.

On October 13, 2015, Spherix Incorporated (the “Company”) received a fully-executed settlement and license agreement (the “Agreement”) from Huawei Technologies Co., Ltd. in connection with the NNPT, LLC v. Huawei Investment & Holding Co., Ltd., et al. litigation (the “Litigation”), which is pending in the United States District Court for the Eastern District of Texas (the “Court”). The most recent history of the Litigation immediately preceding the complete entry into the Agreement is as follows: The parties held an initial mediation on August 6, 2015. On August 17, 2015, the court issued its Markman Order. On August 20, 2015, the mediator filed a report with the Court reporting that the parties reached a settlement of the case on August 14, 2015. On August 31, 2015, the parties filed a Joint Motion to Stay and Notice of Settlement. On September 9, 2015, the Court stayed the case and set a status conference for October 2, 2015. On September 18, 2015, the parties filed in the Patent Trial and Appeals Board (“Board”) a joint motion to terminate the two IPR petitions file by Huawei, Nos. IPR2015-01382 and IPR2015-01390. On September 24, 2015, the Board issued orders terminating the two IPR proceedings. At the October 2, 2015 status conference, Huawei’s counsel failed to appear. On October 2, 2015, the Court issued an order stating that “the parties shall appear for a hearing before the Court October 16, 2015 at 8:30 a.m., unless an Order of Dismissal has been entered before then” and that “Defendants shall pay Plaintiff’s reasonable expenses, including attorney’s fees, incurred for travel to and attendance at the October 2, 2015 hearing.” On October 13, 2015, the Company received Huawei’s fully-executed copy of the Agreement.

The Agreement provides Huawei with a fully paid-up, non-exclusive, irrevocable, worldwide license (without the right to sub-license) to make, sell and otherwise dispose of certain specifically listed licensed products under eleven (11) of the Company’s patents (the “License”). Hence, the License is not a license to the Company’s entire portfolio. The Company agreed that it will not bring suit or otherwise assert a claim with respect to the licensed products. In exchange for a one-time cash payment to the Company in the amount of $295,000 USD, the Company will have granted the License and an irrevocable release in law and equity of all claims and liabilities involved in the Litigation. Within five (5) business days of the confirmed payment of this amount by Huawei to the Company under the terms of the Agreement, the parties thereto shall cause a stipulation of dismissal of all claims and counterclaims to be filed with the Court. The Company’s press release announcing the entry into the Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits

d)           Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press Release, dated October 19, 2015

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 thereunto duly authorized.

Date:  October 19, 2015

	SPHERIX INCORPORATED
By:	/s/ Anthony Hayes
	Name: Anthony Hayes
	Title: Chief Executive Officer

EX-99.1

 Exhibit 99.1

 

Spherix Announces Settlement; Huawei Takes a License

BETHESDA, MD, October 19, 2015 /Accesswire/ Spherix Incorporated (Nasdaq: SPEX) an intellectual property development company committed to the fostering and monetization of intellectual property, today provided an update on the Company’s case involving the company's wholly owned subsidiary, NNPT, LLC (“NNPT”), against Huawei.

Spherix announced that Huawei and the Company have settled the litigation, and Huawei has taken a license. As of October 13, 2015, all documents necessary to resolve this matter have been executed. As part of the settlement, at the joint request of the parties, the Patent Trial and Appeals Board (“PTAB”) terminated Huawei’s two Inter Partes Re-examination (“IPR”) petitions in IPR case no. IPR2015-01382 involving U.S. Patent No. 6,578,086 and IPR2015-01390 involving U.S. Patent No. 7,664,123. Dismissal papers requesting dismissal of the litigation will be filed in Court in due course. On October 16, 2015, the Eastern District of Texas, which presides over the case, held a status hearing at which the parties reported the execution of the settlement.

Anthony Hayes, Chief Executive Officer of Spherix, stated, “We are pleased to have settled the matter with Huawei. We continue to seek long-term, mutually beneficial license agreements which represent a positive outcome for our shareholders. Our team remains committed to diligently working each of the cases in our patent monetization program and keeping shareholders informed of our progress.”

About Spherix

Spherix is committed to advancing innovation by active participation in all areas of the patent market. Spherix draws on portfolios of pioneering technology patents to partner with and support product innovation. Spherix has acquired over 100 patents from Rockstar Consortium Inc., and several hundred patents issued to Harris Corporation, covering a variety of methods and components involved in switching, routing, networking, optical and telecommunication sectors.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the Securities and Exchange Commission (the “SEC”), not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Contact: 

Investor Relations:	Hayden IR
	Brett Mass, Managing Partner
	Phone: (646) 536-7331
	Email: brett@haydenir.com
	www.haydenir.com
Spherix:	Phone: (703) 992-9325
	Email: info@spherix.com
	www.spherix.com