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) July 21, 2008
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SPHERIX(R) INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6430 Rockledge Drive, Suite 503, Bethesda, MD 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 301-897-2540
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Not Applicable
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(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):
[ ] 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))
Section 3 - Securities and Trading Markets.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On July 21, 2008, Spherix Incorporated (the "Company") received written
notification (the "Notice") from the NASDAQ Stock Market LLC ("NASDAQ") advising
the Company that the bid price of the Company's common stock (the "Common
Stock") for the last thirty (30) consecutive business days had closed below the
minimum $1.00 per share (the "Minimum Price Requirement") required for continued
listing on the NASDAQ pursuant to NASDAQ Marketplace Rule 4450(a)(5) (the
"Rule"). The Notice has no effect on the listing of the Common Stock at this
time.
Pursuant to NASDAQ Marketplace Rule 4450(e)(2), the Company has been
provided an initial period of 180 calendar days, or until January 20, 2009, to
regain compliance with the Minimum Price Requirement. The Notice further
provides that the NASDAQ staff (the "Staff") will provide written notification
stating that the Company has achieved compliance with the Rule if at any time
before January 20, 2009, the bid price of the Common Stock closes at $1.00 per
share or more for a minimum of ten (10) consecutive business days, although,
under certain circumstances, the Staff has the discretion to require compliance
for a period in excess of ten (10) consecutive business days, but generally such
extended period does not exceed twenty (20) consecutive business days.
If the Company does not regain compliance with the Rule by January 20,
2009, NASDAQ will provide notice to the Company that the Common Stock will be
delisted from NASDAQ. If the Company receives such a letter, the Company will
have an opportunity to appeal the determination to a NASDAQ Listing
Qualification Panel.
The Company is considering seeking stockholder approval for a reverse
stock split to address the bid price deficiency.
As required by NASDAQ Marketplace Rule 4803(a), the Company has issued a
press release dated July 23, 2008, reporting the receipt of the Notice and the
NASDAQ rules upon which it is based. A copy of the press release is attached
hereto as Exhibit 99.1 and the information contained herein is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Press Release issued by July 23, 2008.
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
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(Registrant)
By:
/s/ Claire Kruger
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Claire Kruger
CEO
Date: July 23, 2008