Current Report Filing (8-k)
March 19 2018 - 5:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
|
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported):
March 14, 2018
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SPHERIX
INCORPORATED
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-05576
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52-0849320
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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One
Rockefeller Plaza, 11
th
Floor, New York, NY
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10020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 745-1374
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement
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On
March 19, 2018, Spherix Incorporated (the “Company”) closed its recently announced public offering of common stock
for gross proceeds of approximately $3.0 million. The offering was a shelf takedown off of the Company’s registration
statement on Form S-3 (File No. 333-222488) and was conducted pursuant to a placement agency agreement (the “Agreement”)
between the Company and Laidlaw & Company (UK) Ltd., the sole placement agent, on a best-efforts basis with respect
to the offering (the “Placement Agent”), that was entered into on March 14, 2018. The Company sold 2,222,222 shares
of its common stock in the offering at a purchase price of $1.35 per share. The material terms of the offering are described in
a prospectus supplement which was filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, on March 16, 2018. The Agreement contains customary representations, warranties
and agreements of the Company and the Placement Agent. The Company also agreed in the Agreement to indemnify the Placement Agent
against certain liabilities.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form
of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
A
copy of the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the securities offered by the Company is
attached as Exhibit 5.1 hereto.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed with this Current Report on Form 8-K:
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.
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SPHERIX INCORPORATED
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Date:
March 19, 2018
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By:
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/s/ Anthony Hayes
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Name: Anthony Hayes
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Title: Chief Executive Officer
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