Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 5:00PM
Edgar (US Regulatory)
CUSIP No. |
84842R304 |
Schedule 13G/A |
Page 1 of 6 Pages |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Spherix Incorporated |
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(Name of Issuer) |
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Common Stock, $0.0001 par value |
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(Title of Class of Securities) |
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84842R304
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
ý |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. |
84842R304 |
Schedule 13G/A |
Page 2 of 6 Pages |
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1. |
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Names of Reporting Persons
Iroquois Capital Management L.L.C. |
2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power 0
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6. |
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Shared Voting Power 0
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7. |
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Sole Dispositive Power 0
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8. |
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Shared Dispositive Power 0
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11. |
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Percent of Class Represented by Amount in Row 9
0% |
12. |
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. |
84842R304 |
Schedule 13G/A |
Page 3 of 6 Pages |
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1. |
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Names of Reporting Persons
Joshua Silverman
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) o (b) o
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United States of America
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Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power 0
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6. |
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Shared Voting Power 0
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7. |
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Sole Dispositive Power 0
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8. |
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Shared Dispositive Power 0
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0
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10. |
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11. |
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Percent of Class Represented by Amount in Row 9
0%
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12. |
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Type of Reporting Person (See Instructions)
IN; HC
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CUSIP No. |
84842R304 |
Schedule 13G/A |
Page 4 of 6 Pages |
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1. |
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Names of Reporting Persons
Richard Abbe |
2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With |
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5. |
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Sole Voting Power 0
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power 0
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11. |
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Percent of Class Represented by Amount in Row 9
0.0% |
12. |
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Type of Reporting Person (See Instructions)
IN; HC |
CUSIP No. |
84842R304 |
Schedule 13G/A |
Page 5 of 6 Pages |
This
Amendment No. 2 (this “Amendment”) amends the statement on Schedule 13G filed on February 17, 2014 (the “Original
Schedule 13G”) with respect to the shares of common stock, par value $0.01 per share, (the “Common Stock”) of
Spherix Incorporated, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined
in this Amendment have the meanings set forth in the Original Schedule 13G. This Amendment amends and restates Item 4 in its entirety
as set forth below.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
The
information required by Items 4(a) - (c) is set forth in Rows (5)-(11) of the cover page for each Reporting Person hereto and
is incorporated herein by reference for each such Reporting Person.
As of
the close of business on December 31, 2014, each of the Reporting Persons may be deemed to have beneficial ownership of zero shares
of Common Stock.
Item 5. |
Ownership of Five Percent
or Less of a Class. |
If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ý.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. |
84842R304 |
Schedule 13G/A |
Page 6 of 6 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 17,
2015 |
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IROQUOIS CAPITAL MANAGEMENT L.L.C. |
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By: |
/s/ Joshua Silverman |
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Joshua Silverman,
Authorized Signatory |
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/s/
Joshua Silverman |
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Joshua Silverman |
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/s/ Richard Abbe |
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Richard Abbe |
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