Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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March 6, 2013
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Spherix Incorporated
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(Exact name of registrant as specified in its charter)
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Delaware
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0-5576
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52-0849320
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(State or other jurisdiction of incorporation)
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(CommissionFile Number)
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(I.R.S. EmployerIdentification No.)
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7927 Jones Branch Drive, Suite 3125, Tysons Corner, Virginia
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22102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (703) 992-9260
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(Former name or former address, if changed since last report.)
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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):
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
This amendment on Form 8-K/A (the "Amendment") amends the Current Report for Spherix Incorporated (the "Company") on Form 8-K, as initially filed with the Securities and Exchange Commission (the "SEC") on March 7, 2013 (the "Original Report"). The purpose of this Amendment is to provide the information required in Item 3.02 of the Form 8-K. This Amendment is an amendment and restatement of the Original Report in its entirety in order to provide a complete presentation.
Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
Item 8.01 Other Events
On March 6, 2013, Spherix Incorporated (the “Company”), and certain investors that participated in the November 2012 private placement transaction (“Investors”), entered into separate Warrant Exchange Agreements pursuant to which the Investors exchanged common stock purchase warrants acquired in the private placement transaction for shares of the Company’s Series C Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock is convertible into one (1) share of Common Stock at the option of the holder. The Series C Convertible Preferred Stock was established on March 5, 2013 by the filing in the State of Delaware of a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (“Certificate of Designation”). Each share of Series C Preferred Stock has a stated value of $0.0001 per share and upon the liquidation, dissolution or winding up of the business of the Company, each holder of Series C Preferred Stock shall be entitled to receive, for each share held, a preferential amount in cash equal to the Stated Value. The holder of Series C Preferred Stock may not convert such shares to the extent such conversion would cause the holder to hold in excess of 4.99% of the issued and outstanding Common Stock of the Company, subject to an increase in such limitation to 9.99% upon the written notice by the holder to the Company.
Warrants were issued in November 2012 for an aggregate of 483,657 shares of Common Stock. The Warrants were exercisable through November 7, 2017 at an exercise price of $6.53 per share.
Pursuant to the Warrant Exchange Agreements, the Investors received in exchange for their warrants an aggregate of 229,337 shares of the Series C Convertible Preferred Stock, convertible into one (1) share of Common Stock. This is the same number of shares of Common Stock that would have been issued upon a “cashless exercise” of the exchanged warrants, as permitted by the terms of the warrants, based on the one-day volume weighted average price of the Company’s Common Stock on February 28, 2013 of $12.6439 as reported by Bloomberg. The Company has agreed to register the shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock on the same basis as the shares of Common Stock issued in the November 2012 private placement transaction.
Copies of the Certificate of Designation and form of Warrant Exchange Agreement are attached hereto as Exhibits 3.1 and 10.1.
The shares of Series C Convertible Preferred Stock were issued to “accredited investors,” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”) and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933 and corresponding provisions of state securities laws.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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3.1
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Certificate of Designation of Preferences, Rights And Limitations of Series C Convertible Preferred Stock*
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10.1
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Form of Warrant Exchange Agreement*
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*Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on March 7, 2013.
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, CFO
Date: May 8, 2013