Item 1.01. Entry
into a Material Definitive Agreement.
On July 18, 2017 (the
“Closing Date”), Spherix Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Laidlaw & Company (UK) Ltd. (“Laidlaw”) with respect to the issuance and sale of an aggregate
of 1,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), in a firm commitment underwritten public offering (the “Offering”) pursuant to the Underwriting Agreement.
Each Share was sold for a price of $2.00 for aggregate gross proceeds of $2,500,000.
Pursuant to the Underwriting
Agreement, the Company has granted Laidlaw a 45-day option to purchase up to an additional 187,500 of Shares to cover over-allotments,
if any (the “Over-Allotment”).
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and agreements made by
the parties in the Underwriting Agreement were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties, and should not be deemed to be a representation, warranty or agreement
to or in favor of any other party. In addition, the assertions embodied in any representations, warranties and agreements contained
in the Underwriting Agreement may be subject to qualifications with respect to knowledge and materiality different from those applicable
to security holders generally. Moreover, such representations, warranties or agreements were accurate only as of the date when
made, except where expressly stated otherwise. Accordingly, such representations, warranties and agreements should not be relied
on as accurately representing the current state of the Company’s affairs at any time.
The Offering closed
on July 24, 2017. The Offering was made pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-218216),
filed with the U.S. Securities and Exchange Commission under the Securities Act, including Amendment No. 1, Amendment No. 2, Amendment
No. 3 and Amendment No. 4 thereto, which became effective on July 18 2017.
The net proceeds of
the Offering are approximately $2,114,583, after deducting the underwriting discounts and commissions (equivalent to 8% of gross
proceeds) and estimated offering expenses.
The foregoing description
of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement,
which is filed as Exhibit 1.1 hereto and incorporated herein by reference.