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 8, 2016
SPHERIX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-05576 | 52-0849320 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification
No.) |
| One
Rockefeller Plaza, 11th Floor New York, NY |
10020 | |
| (Address of principal
executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (703) 992-9260
1350 Avenue of the Americas, FL 2, New York, NY 10019
(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 8.01 Other Events
On August 8, 2016, Spherix Incorporated (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering of 1,592,357 shares of its common stock at a fixed price to the public of $1.57 per share.
The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release issued by Spherix Incorporated on August 8, 2016 | |
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.
Date: August 8, 2016
| SPHERIX INCORPORATED | ||
| ||
| By: | /s/ Anthony Hayes | |
| Name: Anthony Hayes | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
Spherix Announces Closing of Underwritten Public Offering of Common Stock
NEW YORK, NY, August 8, 2016 — Spherix Incorporated (“Spherix”) (NASDAQ: SPEX) –an intellectual property development company committed to the fostering and monetization of intellectual property, today announced the closing of the previously announced firm commitment underwritten public offering of 1,592,357 shares of its common stock at a fixed price to the public of $1.57. The gross proceeds to Spherix from this offering are $2,500,000, before deducting the underwriting discount and other estimated offering expenses payable by the Company. Spherix has granted the representative of the underwriters a 30-day option to purchase up to 231,349 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions.
Laidlaw & Company (UK) Ltd. is the sole book-running manager for the underwritten offering.
Spherix intends to use the net proceeds from this offering for working capital and general corporate purposes.
A shelf registration statement on Form S-3 relating to the securities was filed with the Securities and Exchange Commission and is effective. A final prospectus supplement and related prospectus relating to the offering has been filed with the SEC and is available on the SEC’s web site at http://www.sec.gov. Electronic copies of the final prospectus supplement and related prospectus relating to the offering may be obtained from the offices of Laidlaw & Company (UK) Ltd., 546 Fifth Avenue, 5th Floor, New York, NY, 10036, telephone: 212-953-4900 or by email at syndicate@laidlawltd.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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 telephone technologies, as well as in the wireless communications 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 Contact:
Hayden IR, LLC
Brett Mass
Phone: (646) 536-7331
Email: brett@haydenir.com
www.haydenir.com
Spherix Contact:
Phone: (703) 992-9325
Email: info@spherix.com
www.spherix.com