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) | April 19, 2011 |
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Delaware | 0-5576 | 52-0849320 |
| (Address of principal executive offices) | | (Zip Code) |
| 6430 Rockledge Drive, Suite 503, Bethesda, Maryland | | 20817 |
| Registrant’s telephone number, including area code | 301-897-2540 |
(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)) |
Item 8. Other Events.
Spherix Incorporated (the “Company”) announced today that its Board of Directors has unanimously approved a reverse stock split of the Company’s common stock effective as of the close of business on May 6, 2011, at a ratio of one (1) new share for each existing ten (10) shares. In November 2009, the Company’s shareholders provided the Board of Directors authority to effect this reverse stock split.
The reverse stock split will become effective on May 6, 2011, upon the filing of a Certificate of Amendment with the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 8.1.
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A copy of the Company’s press release announcing the reverse stock split is attached as Exhibit 99.1 hereto.
Section 9 – Financial Statements and Exhibits
| Exhibit | |
| Number | Description |
| | |
| 8.1 | Certificate of Amendment |
| | |
| 99.1 | Press Release dated April 19, 2011 |
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: | April 19, 2011 |
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