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): December 27, 2013
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.) |
7927 Jones Branch Drive, Suite 3125 Tysons Corner, VA | | | 22102 |
| (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 ITEM 3.02 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. UNREGISTERED SALES OF EQUITY SECURITIES. |
On December 27, 2013, Spherix Incorporated (the “Company”) entered into separate Amendment and Exchange Agreements (each, a “Series D Exchange Agreement”) with certain holders of the Company’s outstanding shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock” and each holder, a “Series D Holder”) pursuant to which the Series D Holders agreed to return their shares of Series D Preferred Stock to the Company for cancellation in consideration for which the Company issued such Series D Holder an equal number of shares of Series D-1 Convertible Preferred Stock, $0.0001 par value per share (the “Series D-1 Preferred Stock” and the transaction, the “Series D Exchange”). Each share of Series D-1 Preferred Stock is convertible into ten (10) shares of the Company’s common stock and has a stated value of $0.0001. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series D-1 Preferred Stock to the extent that, as a result of such conversion, the holder beneficially owns more than 9.99%, in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series D-1 Preferred Stock. The Series D-1 Preferred Stock was established on November 22, 2013 by the filing of a Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (“Series D-1 Certificate of Designation”) in the State of Delaware.
The Series D Preferred Stock was originally issued on September 10, 2013 to the former preferred stockholders of North South Holdings, Inc. (“North South”) upon the closing of the transactions contemplated by the Agreement and Plan of Merger, as amended, by and among the Company, Nuta Technology Corp., North South and the stockholders of North South. As of the date of this Current Report, an aggregate of 135,515 shares of Series D Preferred Stock were exchanged for an aggregate of 135,515 shares of Series D-1 Preferred Stock.
The foregoing description of the Series D Exchange and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of (i) the form of Series D Exchange Agreement, which is filed as Exhibit 10.1 hereto and (ii) the Series D-1 Certificate of Designation which is filed as Exhibit 3.1 hereto, each of which is incorporated herein by reference.
The Series D-1 Preferred Stock was 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 3(a)(9), Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act, and corresponding provisions of state securities laws.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
The exhibit listed in the following Exhibit Index is furnished as part of this Current Report on Form 8-K.
| Exhibit No. | Description |
| | |
| 3.1 | Form of Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2013) |
| 10.1 | Form of Series D Exchange Agreement |
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: December 30, 2013
| | SPHERIX INCORPORATED |
| | |
| | /s/ Anthony Hayes |
| | Name: Anthony Hayes |
| | Title: Chief Executive Officer |
| | |
