Item
1.01 Entry into a Material Definitive Agreement.
Amendment
to Securities Purchase Agreement
As
previously reported on a Current Report on Form 8-K, dated May 31, 2019, on May 29, 2019, Spherix Incorporated, a Delaware corporation
(the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single
accredited investor (the “Purchaser”) for the sale by the Company of 221,000 shares (the “Shares”) of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $2.60 per
share, and pre-funded common stock purchase warrants to purchase up to 86,692 shares of Common Stock (the “Warrants”)
at a purchase price of $2.5999 per Warrant, which represents the per Share purchase price, less a $0.0001 per share exercise price
for each of the Warrants, which transaction closed on May 31, 2019.
On
June 6, 2019, the Company entered into an amendment (the “Amendment”) to the Purchase Agreement, pursuant to which
the Purchaser shall surrender an aggregate of 115,269 Shares to the Company and the Company shall issue an aggregate of 115,269
Warrants to the Purchaser in order to limit the Purchaser’s beneficial ownership in the Company to 4.99%. The Amendment
represents the mutual intent of the parties prior to the execution of the Purchase Agreement, which was to provide for a 4.99%
beneficial ownership limitation rather than a 9.99% limitation. The transaction is expected to close on June 7, 2019.
All
other terms and conditions under the Purchase Agreement remain in full force and effect.
The
Warrants are immediately exercisable for $0.0001 per share until exercised in full, except that a holder will not have the right
to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99%
of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership
is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any
other percentage upon notice to the Company, but in no event in excess of 9.99%, provided that any increase in such percentage
shall not be effective until 61 days after such notice. The Warrants may also be exercisable on a “cashless”
basis.
The
Company received net proceeds of approximately $799,979 from the sale of the Shares and Warrants. The net proceeds will be used
for working capital purposes.
The
Shares, Warrants and shares of Common Stock underlying the Warrants (the “Warrant Shares”) were, or in the case of
the Warrant Shares, will be, offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3,
which was filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2018 and subsequently declared
effective on January 19, 2018 (File No. 333-222488) (the “Registration Statement”), and the base prospectus contained
therein. The Company filed an amended and restated prospectus supplement with the SEC on June 7, 2019 to amend the prospectus
supplement filed on May 31, 2019 in connection with the sale of the Shares, Warrants and Warrant Shares.
A
copy of the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the Shares, Warrants and shares of
Common Stock underlying the Warrants offered by us is attached as Exhibit 5.1 hereto.
This
Current Report on Form 8-K/A shall not constitute an offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
The
foregoing is only a brief description of the Amendment and the Warrant and does not purport to be a complete description thereof.
Such descriptions are qualified in their entirety by reference to the Amendment and Warrant, copies of which are filed as Exhibits
10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.