Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-222488
Prospectus Supplement
(To Prospectus dated January 9, 2018)
SPHERIX INCORPORATED
Up to $1,200,000 Common Stock
We have entered into
an at-the-market offering agreement (the “Offering Agreement”), dated August 9, 2019, with H.C. Wainwright & Co.,
LLC (“Sales Agent” or “Wainwright”) as sales agent relating to the shares of our common stock, par value
$0.0001 per share, offered by this prospectus supplement. In accordance with the terms of the Offering Agreement, we may offer
and sell shares of our common stock having an aggregate offering price of up to $1,200,000 from time to time through Wainwright
acting as our sales agent.
Sales of common stock,
if any, under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be “at-the-market”
offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made
directly on or through The Nasdaq Capital Market, the existing trading market for our common stock, or any other existing trading
market in the Unites States for our common stock, sales made to or through a market maker other than on an exchange or otherwise,
directly to the sales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices
related to such prevailing market prices, and/or in any other method permitted by law. If we and Wainwright agree on any method
of distribution other than sales of shares of our common stock into The Nasdaq Capital Market or another existing trading market
in the United States at market prices, we will file a further prospectus supplement providing all information about such offering
as required by Rule 424(b) under the Securities Act. Wainwright will act as sales agent on a commercially reasonable
efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow,
trust or similar arrangement.
We will pay Wainwright
a commission equal to 3% of the gross sales price per share of common stock issued by us and sold through it as our sales agent
under the Offering Agreement. In connection with the sale of the common stock on our behalf, Wainwright will be deemed to
be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright will be deemed to be
underwriting commissions or discounts.
Our common stock is
listed on The Nasdaq Capital Market under the symbol “SPEX.” On August 8, 2019, the last reported sales price of our
common stock on The Nasdaq Capital Market was $2.28 per share.
As of August 8, 2019,
the aggregate market value of our outstanding common stock held by non-affiliates was approximately $6,999,550 based on 2,354,421
outstanding shares of common stock, of which approximately 2,325,432 shares of common stock were held by non-affiliates, and a
per share price of $3.01, the closing sale price of our common stock on June 10, 2019. During the 12 calendar month period that
ends on, and includes, the date of this prospectus supplement, we have offered and sold an aggregate of $858,589.82 of our securities
pursuant to General Instruction I.B.6 of Form S-3.
Investing in our
securities involves a high degree of risk. You should read this prospectus supplement and the accompanying prospectus as well as
the information incorporated herein and therein by reference carefully before you make your investment decision. See “
Risk
Factors
” beginning on page S-7 of this prospectus supplement and on page 6 of the accompanying prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
H.C. Wainwright &
Co.
The date of this prospectus supplement
is August 9, 2019
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
You should rely
only on the information we have provided or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus.
This prospectus
supplement and any later prospectus supplement is an offer to sell only the securities offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so.
You should assume
that the information contained in this prospectus supplement and in any other prospectus supplement is accurate only as of their
respective dates and that any information we have incorporated by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus supplement or any other prospective supplement for any sale
of securities.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying prospectus relate to the sale of shares of our common stock registered for sale under our Registration Statement
on Form S-3 (File no. 333-222488) (the “Registration Statement”), which the Securities Exchange Commission
(the “Commission” or the “SEC”) declared effective on January 19, 2019. This document is in two parts.
The first part is this prospectus supplement, which describes the specific terms of this common stock offering and also adds to
and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein.
The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we
are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this
prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein
filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided
that if any statement in one of these documents is inconsistent with a statement in another document having a later date —
for example, a document incorporated by reference in the accompanying prospectus — the statement in the document
having the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein 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 to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
Neither
we nor the Sales Agent have authorized anyone to provide information different from that contained in this prospectus supplement
and the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering. When you
make a decision about whether to invest in our common stock, you should not rely upon any information other than the information
in this prospectus supplement or the accompanying prospectus, including any free writing prospectus that we have authorized for
use in this offering. Neither the delivery of this prospectus supplement or the accompanying prospectus, including any free writing
prospectus that we have authorized for use in this offering, nor the sale of our common stock means that information contained
in this prospectus supplement and the accompanying prospectus, including any free writing prospectus that we have authorized for
use in this offering, is correct after their respective dates. It is important for you to read and consider all information contained
in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference into this prospectus
supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with
this offering in making your investment decision. You should also read and consider the information in the documents to which we
have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference” in this prospectus supplement.
We
are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement
and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common
stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus
supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation
of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
Unless otherwise stated,
all references to “us,” “our,” “SPEX,” “we,” the “Company” and similar
designations refer to Spherix Incorporated. Our logo, trademarks and service marks are the property of Spherix Incorporated. Other
trademarks or service marks appearing in this prospectus supplement are the property of their respective holders.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein and therein may contain forward looking statements
that involve risks and uncertainties. All statements other than statements of historical fact contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, including statements regarding
future events, our future financial performance, business strategy, and plans and objectives of management for future operations,
are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “should,”
or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors”
or elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and
therein, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing
environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the
impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results
to differ materially from those contained in any forward-looking statements.
We have based these
forward-looking statements largely on our current expectations and projections about future events and financial trends that we
believe may affect our financial condition, results of operations, business strategy, short term and long term business operations,
and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual
results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed (i) in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, (ii) in our Quarterly Report on Form 10-Q for the period ended March 31, 2019, (iii) in this prospectus supplement
and the accompanying prospectus, and in particular, the risks discussed below and under the heading “Risk Factors”
and (iv) those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). The following
discussion should be read in conjunction with the consolidated financial statements for the fiscal years ended December 31, 2018
and 2017 and notes incorporated by reference herein. We undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions,
the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially
and adversely from those anticipated or implied in the forward-looking statement.
You should not place
undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus supplement. You are
advised to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K and 10-K filed with the
SEC.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus supplement, in the accompanying prospectus and in the documents we
incorporate by reference. This summary does not contain all the information that you should consider before investing
in our Company. You should carefully read the entire prospectus supplement and the accompanying prospectus, including
all documents incorporated by reference herein. In particular, attention should be directed to our “Risk Factors,”
“Information With Respect to the Company,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and the financial statements and related notes thereto contained herein or otherwise incorporated
by reference hereto, before making an investment decision.
Business Overview
We are a technology
development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research
company and for much of our history pursued drug development including through Phase III clinical studies which were largely discontinued
in 2012. In 2012 and 2013, we shifted our focus to being a firm that owns, develops, acquires and monetizes intellectual property
assets. Such monetization included, but was not limited to, acquiring IP from patent holders in order to maximize the value of
the patent holdings by conducting and managing a licensing campaign, commercializing the IP, or through the settlement and litigation
of patents.
Our activities generally
include the acquisition and development of patents through internal or external research and development. In addition, we seek
to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications,
both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with
technology development and monetizing related intellectual property.
Since March 1, 2013,
the Company has received limited funds from its IP monetization. In addition to our patent monetization efforts, since the fourth
quarter of 2017, we have been transitioning to a technology development company. The Company made no investments in new IP during
2017 and 2018 and started the transition with its investment in Hoth Therapeutics, Inc. (“Hoth”) during the 3rd quarter
of 2017, and with its agreement with DatChat, Inc. (“DatChat”) in March 2018 (which was subsequently terminated in
August 2018).
Pursuant to a Share
Purchase Agreement, dated as of May 15, 2019, the Company agreed to purchase: (i) 50,000 shares of CBM BioPharma, Inc. and (ii)
certain securities and uncertificated rights of DatChat from an existing shareholder of CBM and DatChat for an aggregate purchase
price of $350,000. The investment represents a 20% interest in CBM, and the securities and rights of DatChat that were purchased
include: (a) a senior convertible note issued by DatChat with outstanding principal of $300,000, with an initial conversion rate
of $0.20 per share (b) a warrant to purchase 2,250,000 shares of DatChat common stock at an initial exercise price of $0.20 per
share, (c) an option to acquire an additional $300,000 senior convertible note and a warrant to purchase 1,500,000 shares of DatChat
common stock, (d) a contingent option to purchase 500,000 shares of DatChat common stock from an existing DatChat stockholder,
and (e) a contingent option to put 200,000 shares of DatChat common stock, subject to certain terms and conditions . The transaction
closed on May 22, 2019.
In October 2018, the
Company entered into an agreement and plan of merger (the “CBM Merger Agreement”), subject to shareholder approval,
with CBM BioPharma, Inc. (“CBM”), a pharmaceutical company focusing on the development of cancer treatments, pursuant
to which all shares of capital stock of CBM will be converted into the right to receive an aggregate of 3,529,411 shares of the
Company’s common stock with CBM continuing as the surviving corporation in the merger.
On February 15, 2019,
Hoth announced the pricing of its initial public offering (“IPO) of 1,250,000 shares of its common stock at an initial offering
price to the public of $5.60 per share. All shares of common stock were offered by Hoth. In addition, Hoth granted the
underwriters a 30-day option to purchase up to an additional 187,500 shares of common stock at the initial public offering price,
less the underwriting discount, to cover over-allotments, if any.
Hoth’s common
stock commenced trading on The Nasdaq Capital Market, on February 15, 2019 under the ticker symbol “HOTH”. The
IPO closed on February 20, 2019. As of the date of this prospectus supplement, the Company and its affiliates own approximately
20% of Hoth.
On May 15, 2019, the
Company restructured the terms of its proposed merger with CBM as agreed to in the CBM Merger Agreement, and entered into
an Asset Purchase Agreement (the “Asset Agreement”) with CBM, whereby the Company purchased CBM’s Purchased Assets,
including, among other things:
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a
License Agreement with Wake Forest University Health Sciences, dated as of April 17, 2018 relating to certain technologies in
the areas of acute myeloid leukemia (AML), and acute lymphoblastic leukemia (ALL), which License Agreement includes the following
patent rights:
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U.S.
Patent 6,670,341, titled “Compositions and methods for double-targeting virus infections and targeting cancer cells”
issued December 30, 2003
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U.S.
Patent 7,026,469, titled “Compositions and methods for double-targeting virus infections and targeting cancer cells”
issued April 11, 2006
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U.S.
Patent 7,309,696, titled “Novel phospholipid conjugates double-targeting HIV” issued December 18, 2007
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U.S.
Patent 7,638,528, titled “Compositions and methods for targeting cancer cells” issued December 29, 2009
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U.S.
Patent 8,138,200, titled “Compositions and methods for double-targeting virus infections and targeting cancer cells”
issued March 20, 2012
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a
Patent License Agreement with the University of Texas at Austin on behalf of the Board of Regents of the University of Texas System,
dated as of April 12, 2018, relating to certain technologies in the area of pancreatic cancer treatment, which Patent License
Agreement includes the following patent rights:
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US
Patent 61/933,035, titled “Nucleobase Analogue Derivatives and their applications” filed January 29, 2014
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PCT/US2015/013454,
titled “Nucleobase analogue derivatives and their applications” filed January 29, 2015
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US
App 15/115,393, titled “Nucleobase analogue derivatives and their applications” filed January 29, 2015
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consulting
contract with CBM’s Chief Scientific Officer, entered into on July 23, 2018, pursuant to which the consultant is paid $50,000
annually
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contracts
with five Scientific Advisory Board members, pursuant to which each member is paid $20,000 annually.
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As consideration for
the Purchase, the Company agreed to pay aggregate consideration of $8,000,000 to CBM consisting of (i) the Stock Consideration
comprised of (A) the Common Stock Consideration based on a per share purchase price of $3.61, subject to adjustment (the “Buyer
Common Stock Price”), which ultimately limits CBM’s maximum voting control of the Company to 9.9% of the Company’s
issued and outstanding common stock, and (B) such number of shares of nonvoting Series L Preferred Stock as shall be equal to the
Stock Consideration less the value of the shares of common stock comprising the Common Stock Consideration, with each share constituting
the Stock Consideration valued at the Buyer Common Stock Price, and (ii) the Cash Consideration Amount. The Cash Consideration
Amount from the Purchase Consideration is held back and becomes payable to CBM upon the consummation by the Company of the first
sale by Spherix of common stock, Series L convertible preferred stock or any other equity or equity-linked financing of Spherix
to investors in one or more transactions for which Spherix receives aggregate gross proceeds of greater than $2,000,000 (a “Qualified
Financing”) after the Closing Date. Upon consummation of a Qualified Financing by the Company, the Company will retain the
first $2,000,000 of gross proceeds received in connection with such Qualified Financing and CBM will receive 100% of the gross
proceeds of such Qualified Financing received by the Company in excess of $2,000,000 as well as the gross proceeds of any subsequent
equity financings by the Company until the Cash Consideration Amount is satisfied in full.
Upon the execution
of the Asset Agreement, the Company and CBM agreed to terminate the CBM Merger Agreement, including all schedules and
exhibits thereto, and all ancillary agreements contemplated thereby, and waived that certain termination fee due to CBM pursuant
to the CBM Merger Agreement.
Additionally, at or
prior to the Closing, the Company, CBM, and the Escrow Agent, shall enter into the Escrow Agreement, pursuant to which the Company
shall deposit with the Escrow Agent the Escrow Shares, to be held in the Escrow Account and disbursed by the Escrow Agent. Such
Escrow Shares shall be held in the Escrow Account for a period of six months following Closing and shall serve as a security for,
and a source of payment for, CBM’s obligations to the Company and its representatives and any successor or assign thereof
under the Asset Agreement. Any Escrow Shares remaining in escrow and not subject to pending indemnification claims after the six
month escrow period expires shall be released from the Escrow Account and disbursed to CBM.
The obligations of
the Company and CBM to consummate the transaction are subject to: (a) all necessary approvals being obtained by any relevant governmental
authorities or any third parties, and the shareholders of the Company and CBM, (b) the absence of any law being enacted, issued,
promulgated, enforced or entered, or any order by any federal or national, state or provincial, municipal or local government,
governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality,
political subdivision, court, tribunal, official arbitrator or arbitral body in each case whether domestic or foreign (each a “Governmental
Authority”) which makes the transaction illegal, and (c) no pending action being brought by a third-party non-affiliate to
enjoin or restrict the transaction; (d) the Company holding a special meeting of its stockholders to approve, among other things,
the issuance of the Stock Consideration; and (e) certain customary closing conditions, including but not limited to the accuracy
of certain representations and warranties, the performance in all material respects of each parties’ obligations, agreements
and covenants under the Asset Agreement, and no Material Adverse Effect having occurred with respect to either the Company or CBM
since the date of the Asset Agreement. “Material Adverse Effect” means, with respect to CBM, any event, fact, condition,
change, circumstance, occurrence or effect, which, either individually or in the aggregate with all other events, facts, conditions,
changes, circumstances, occurrences or effects, (a) has had, or would reasonably be expected to have, a material adverse effect
on the business, operations, properties, prospects, assets, liabilities, value, condition (financial or otherwise), licenses or
results of operations of CBM’s business or the Purchased Assets or the Assumed Liabilities or (b) does or would reasonably
be expected to materially impair or delay the ability of CBM to perform its obligations under the Asset Agreement and the ancillary
documents or to consummate the transactions contemplated hereby and thereby;
provided
,
however
, that a
Material Adverse Effect will not include any adverse effect or change resulting from any change, circumstance or effect relating
to (A) the economy in general, (B) securities markets, regulatory or political conditions in the United States (including terrorism
or the escalation of any war, whether declared or undeclared or other hostilities), (C) changes in applicable laws or generally
accepted accounting principles or the application or interpretation thereof or (D) a natural disaster (provided, that in the cases
of clauses (A) through (D), CBM’s business is not disproportionately affected by such event as compared to other similar
companies and businesses in similar industries and geographic regions as CBM’s business).
The Asset Agreement
may be terminated (i) by mutual written consent of the Company and CBM, (ii) by written notice by the Company or CBM if any of
the conditions to Closing are not satisfied or waived by December 31, 2019 (unless a condition to Closing is due to breach or violation
of the Company or CBM of any representation, warranty, covenant or obligation under the Asset Agreement), (iii) by written notice
by the Company or CBM if a Governmental Authority has issued an order or taken action restraining, enjoining or prohibiting the
transactions contemplated by the Asset Agreement (unless a condition to Closing is due to breach or violation of the Company or
CBM of any representation, warrant, covenant or obligation under the Asset Agreement), (iv) by written notice of the Company if
there is has been an incurable material breach by CBM of any of its representations, warranties, covenants or obligations, (v)
by written notice of CBM if there is has been an incurable material breach by the Company of any of its representations, warranties,
covenants or obligations, (vi) by written notice by the Buyer if there shall have been a Material Adverse Effect on the Company
following the date of the Asset Agreement, or (vii) by written notice by the Company or CBM in the event that Company’s stockholders
did not approve the issuance of the Stock Consideration at a special meeting of Company . In the event that the Asset Agreement
is terminated on or prior to December 31, 2019 (i) by CBM as a result of a material breach by the Company of any of its representations,
warranties, covenants or agreements under the Asset Agreement, which such breach is not cured within 20 days after written notice
by CBM to the Company, or (ii) by either the Company or CBM in the event that the Company’s stockholders did not approve
the issuance of the Stock Consideration at a duly held special meeting of the Company, the Company will issue to CBM or CBM’s
designee an aggregate of 250,000 shares of the Company’s common stock (the “Buyer Termination Fee”) within two
business days of termination, it being understood that in no event will CBM be entitled to the Buyer Termination Fee on more than
one occasion.
In connection with
the Asset Agreement, at Closing, Spherix and CBM shall enter into the Leak-Out Agreement, whereby CBM will agree that for a period
of 21 months following the Closing Date (such period, the “Restricted Period”), neither CBM nor any affiliate
of CBM, collectively, shall sell, dispose or otherwise transfer, directly or indirectly, during any calendar month during the Restricted
Period, shares acquired pursuant to the Asset Agreement in an amount more than 5% of the issued and outstanding shares of Spherix
common stock as of the end of each month immediately preceding any such disposition following the Closing Date. Such restriction
shall be subject to certain exceptions, including but not limited to transfers of Stock Consideration to certain permitted transferees.
Additionally, so long as the bid price of Spherix common stock is at or above $1.00 (subject to adjustment), CBM and its affiliates
may sell shares: (a) at a bona-fide sales price greater than $4.25 (subject to adjustment), provided that sales on the applicable
date (excluding sales made pursuant to clause (b) below, if any) do not exceed 20% of the trading volume of Spherix common stock
as reported by Bloomberg, LP for such date or (b) at a bona-fide sales price greater than $5.00 (subject to adjustment). Additionally,
CBM agrees that in the event that, during the Restricted Period, Spherix engages the services of an investment bank to undertake
a registered offering of Spherix’s equity securities, if required by the lead investment bank, CBM shall enter into a reasonable
and customary lock-up with such investment bank for a period of at least 30 days but no more than 90 days upon closing of the transaction,
provided, that such lock-up shall in no event extend beyond the Restricted Period.
On May 30, 2019, the
Company entered into Amendment No. 1 (the “Amendment”) to the Asset Agreement, pursuant to which the Asset Agreement
was amended to include a termination fee whereby, in the event that the Asset Agreement is terminated on or prior to December 31,
2019 (i) by CBM as a result of a material breach by the Company of any of its representations, warranties, covenants or agreements
under the Asset Agreement, which such breach is not cured within 20 days after written notice by CBM to the Company, or (ii) by
either the Company or CBM in the event that the issuance of the equity portion of the consideration to be paid to CBM by the Company
pursuant to the Asset Agreement is not approved by the Company’s stockholders at a duly held special meeting of the Company,
the Company will issue to CBM or CBM’s designee an aggregate of 250,000 shares of the Company’s Common Stock (the “Buyer
Termination Fee”) within two business days of termination, it being understood that in no event will CBM be entitled to the
Buyer Termination Fee on more than one occasion.
On May 10, 2019, the
Company effected a reverse stock split of its outstanding shares of common stock at a ratio of one-for-4.25 (the “Reverse
Stock Split”). The Reverse Stock Split, which was approved by the Company’s board of directors under authority granted
by the Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders held on April 15, 2019, was consummated
pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on May 9, 2019 (the “Certificate of
Amendment”). The Reverse Stock Split was effective at 12:01 a.m., Eastern Standard Time, on May 10, 2019. Unless the
context otherwise requires, all references in this prospectus supplement to shares of our common stock, including prices per share
of our common stock, reflect the Reverse Stock Split.
Recent Developments
On May 29, 2019, 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 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. The Company sold the Shares and Warrants for aggregate gross proceeds of approximately $799,991 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 surrendered an aggregate of 115,269 Shares to the Company and the Company
issued 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 closed on June 7, 2019. 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 a prospectus supplement with the SEC on May 31, 2019 in connection with the sale of the Shares, Warrants and Warrant Shares.
Corporate Information
Our principal executive
offices are located at One Rockefeller Plaza, New York, NY 10020, our telephone number is (212) 745-1374, and our Internet website
address www.spherix.com. The information on our website is not a part of, or incorporated in, this prospectus supplement.
THE OFFERING
The following summary
contains basic information about the offering and is not intended to be complete. It does not contain all the information that
may be important to you. For a more complete understanding of the securities we are offering, you should read the section entitled
“Description of Securities We Are Offering.”
Common stock we are offering
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Shares of our common stock with aggregate gross sale proceeds of up to $1,200,000.
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Common stock to be outstanding
immediately after this offering
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Up to 2,880,737 shares, after giving effect to the assumed sale of 526,316 of shares of our common stock at a price of $2.28 per share, which was the closing price of our common stock on The Nasdaq Capital Market on August 8, 2019. The actual number of shares issued will vary depending on the price at which shares may be sold from time to time during this offering.
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Form of offering
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The Sales Agent may, according to
the terms of the Offering Agreement, sell the shares of our common stock offered under this prospectus supplement in an “at-the-market”
offering.
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Use of Proceeds
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We intend to use the net proceeds of this offering for working capital and general corporate purposes. See “Use of Proceeds.”
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Risk Factors
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Your investment in our securities involves substantial risks. You should consider the “Risk Factors” and the “Note Regarding Forward-Looking Statements” included and incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risk factors incorporated by reference from our filings with the SEC.
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Nasdaq Capital Market Symbol
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“SPEX.”
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The number of shares of common
stock shown above to be outstanding after this offering is based on the 2,354,421 shares outstanding as of August 8, 2019 and excludes
as of such date:
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88,950
shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of $6.10 per share;
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318,606
shares of our common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $22.05 per share
(without giving effect to any of the anti-dilution adjustment provisions thereof);
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688
shares of common stock issuable upon the conversion of our Series D and D-1 Preferred Stock; and
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12,585
shares of our common stock to be reserved for potential future issuance pursuant to our 2012, 2013 and 2014 Equity Incentive Plans,
combined.
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RISK FACTORS
Investing in our
securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the
risk factors we describe in this prospectus supplement, the accompanying prospectus and in any related free writing prospectus
that we may authorize to be provided to you or in any report incorporated by reference into this prospectus supplement, including
our Annual Report on Form 10-K for the year ended December 31, 2018, or any Annual Report on Form 10-K or Quarterly Report
on Form 10-Q that is incorporated by reference into this prospectus supplement after the date of this prospectus supplement. Although
we discuss key risks in those risk factor descriptions, additional risks not currently known to us or that we currently deem immaterial
also may impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant
risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance.
Risks Related to This Offering
Management will have broad discretion
as to the use of the net proceeds from this offering, and we may not use these proceeds effectively.
We intend to use the
net proceeds from this offering for working capital and general corporate purposes. Our management will have broad discretion in
the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of
operations or enhance the value of our common stock. Accordingly, you will be relying on the judgment of our management with regard
to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether
the proceeds are being used appropriately. Our failure to apply these funds effectively could have a material adverse effect on
our business, delay the development of our product candidates and cause the price of our common stock to decline.
We do not anticipate declaring any
cash dividends on our common stock which may adversely impact the market price of our stock.
During the last four
years, we have not declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future.
Investors must look solely to the potential for appreciation in the market price of the shares of our common stock to obtain a
return on their investment.
Sales of a significant number of
shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price
of our common stock.
Sales of a significant
number of shares of our common stock in the public markets, or the perception that such sales could occur could depress the market
price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict
the effect that future sales of our common stock or the market perception that we are permitted to sell a significant number of
our securities would have on the market price of our common stock.
The exercise of outstanding options and warrants to acquire
shares of our common stock would cause dilution, which could cause the price of our common stock to decline.
In the past, we have
issued options and warrants to acquire shares of our common stock. As of the date hereof, there were 88,950 shares of common stock
issuable upon exercise of outstanding options at a weighted average exercise price of $6.10 per share and 318,606 shares of common
stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $22.05 per share, and we may issue
additional options, warrants and other types of equity in the future as part of stock-based compensation, capital raising transactions
or other strategic transactions. To the extent these options and warrants are ultimately exercised, existing holders of our common
stock would experience dilution which may cause the price of our common stock to decline.
The common stock offered hereby will
be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase
shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their
investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold,
and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of
share sales made at prices lower than the prices they paid.
The actual number of shares we will
issue under the Offering Agreement, at any one time or in total, is uncertain.
Subject to certain
limitations in the Offering Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Wainwright
at any time throughout the term of the Offering Agreement. The number of shares that are sold by Wainwright after delivering a
sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Wainwright.
Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period,
it is not possible at this stage to predict the number of shares that will be ultimately issued.
USE OF PROCEEDS
We may issue and sell
shares of our common stock having aggregate sales proceeds of up to $1,200,000 from time to time. The amount of proceeds from this
offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. Because there
is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions
and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under or
fully utilize the Offering Agreement with the sales agent as a source of financing.
We intend to use the
net proceeds of this offering for working capital and general corporate purposes. As of the date of this prospectus supplement,
we cannot specify with certainty all of the particular uses for the net proceeds we will have upon completion of the offering.
The amounts and timing of our actual expenditures of such proceeds may vary significantly depending on numerous factors and, as
a result, we will retain broad discretion over the use of these proceeds.
PLAN OF DISTRIBUTION
We
have entered into the Offering Agreement, dated as of August 9, 2019, with Wainwright as sales agent under which we may issue
and sell up to $1,200,000 of shares of our common stock from time to time through Wainwright as our agent. The Offering Agreement
provides that sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at-the-market”
equity offerings as defined in Rule 415(a)(4) promulgated under the Securities Act. If we and Wainwright agree on any
method of distribution other than sales of shares of our common stock into The Nasdaq Capital Market or another existing trading
market in the United States at market prices, we will file a further prospectus supplement providing all information about such
offering as required by Rule 424(b) under the Securities Act.
From
time to time during the term of the Offering Agreement, we may deliver a sales notice to the Sales Agent specifying the length
of the selling period, the amount of common stock to be sold and the minimum price below which sales may not be made. Upon receipt
of a sales notice from us, and subject to the terms and conditions of the Offering Agreement, the Sales Agent agrees to use its
commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell
such shares of our common stock on such terms. We or the Sales Agent may suspend the offering of our common stock at any time upon
proper notice to the other, at which time the sales notice will immediately terminate. Settlement for sales of our common stock
will occur at 10:00 a.m. (New York City time), or at some other time that is agreed upon by us and Wainwright in connection
with a particular transaction, on the second trading day following the date any sales were made, unless we otherwise agree with
the Sales Agent. The obligation of the Sales Agent under the Offering Agreement to sell shares of our common stock pursuant to
any sales notice is subject to a number of conditions, which the Sales Agent may waive in its sole discretion. Sales of our common
stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such other
means as we and Wainwright may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We
will pay the Sales Agent a placement fee of 3% of the gross sales price of the shares of our common stock that the Sales Agent
sells pursuant to the Offering Agreement. Because there is no minimum offering amount required as a condition to close this offering,
the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also
agreed to reimburse Wainwright for certain specified expenses, including the fees and disbursements of its legal counsel in an
amount not to exceed $50,000. Additionally, pursuant to the terms of the Offering Agreement, we agreed to reimburse Wainwright
for the documented fees and costs of its legal counsel reasonably incurred in connection with Wainwright’s ongoing diligence,
drafting and other filing requirements arising from the transactions contemplated by the sales agreement in an amount not to exceed
$2,500 in the aggregate per calendar quarter.
In
connection with the sale of the common stock on our behalf, Wainwright will be deemed to be an “underwriter” within
the meaning of the Securities Act and the compensation of Wainwright will be deemed to be underwriting commissions or discounts.
We have agreed to provide indemnification and contribution to Wainwright against certain civil liabilities, including liabilities
under the Securities Act.
We
will report at least quarterly the number of shares of our common stock sold through the Sales Agent, as our agent, in this offering
and, to the extent applicable, the number of shares of our common stock issued upon settlement of any terms agreements, and the
net proceeds to us in connection with such sales of our common stock.
The
offering of our common stock pursuant to the Offering Agreement will terminate upon the earlier of: (1) the sale of all of
our common stock subject to the Offering Agreement; (2) termination of the Offering Agreement by either us or the Sales Agent
at any time; or (3) the three year anniversary of the date of the Offering Agreement.
To
the extent required by Regulation M, Wainwright will not engage in any market making activities involving our shares of common
stock while the offering is ongoing under this prospectus supplement.
Wainwright
and its affiliates may in the future provide various investment banking and other financial services for us and our affiliates,
for which services they may in the future receive customary fees.
We
estimate that the total expenses for the offering, excluding compensation and reimbursements payable to Wainwright under the terms
of the Offering Agreement, will be approximately $50,000.
Our
common stock is traded on The Nasdaq Capital Market under the symbol “SPEX.”
LEGAL MATTERS
The validity of the
securities offered by this prospectus supplement will be passed upon for us by Ellenoff Grossman & Schole LLP, New York,
New York.
Sheppard, Mullin, Richter & Hampton, LLP, New York, New York, is acting
as counsel to the Sales Agent in connection with this offering.
EXPERTS
Marcum LLP, an independent
registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 2018, as set forth in their report dated March 12, 2019, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference
in reliance on Marcum LLP’s report, given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available at the SEC’s
website at http://www.sec.gov. In addition, we maintain a website that contains information about us at http://www.achievelifesciences.com.
The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this
prospectus supplement or any other report or document we file with or furnish to the SEC.
We
have filed with the SEC a registration statement on Form S-3 (File No. 333-222488) under the Securities
Act with respect to the common stock offered by this prospectus supplement. When used in this prospectus supplement, the term “registration
statement” includes amendments to the registration statement as well as the exhibits, schedules, financial statements and
notes filed as part of the registration statement or incorporated by reference therein. This prospectus supplement, which constitutes
a part of the registration statement, omits some information contained in the registration statement in accordance with SEC rules
and regulations. You should review the information and exhibits in the registration statement for further information on us and
our consolidated subsidiaries and the common stock we are offering by this prospectus supplement. Statements herein concerning
any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.
You can obtain a copy of the registration statement from the SEC at the address listed above or from the SEC’s website.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
We are “incorporating
by reference” certain documents we file with the SEC, which means that we can disclose important information to you by referring
you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus
supplement. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus
supplement will automatically update and supersede information contained in this prospectus supplement, including information in
previously filed documents or reports that have been incorporated by reference in this prospectus supplement, to the extent the
new information differs from or is inconsistent with the old information. We have filed or may file the following documents with
the SEC and they are incorporated herein by reference as of their respective dates of filing:
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Our
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on
March 12, 2019
;
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, as filed with the SEC on
May 15, 2019
;
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Our
Current Reports on Form 8-K filed with the SEC on
January 17, 2019
,
February 6, 2019
,
April 16, 2019
,
May 9, 2019
,
May 16, 2019
,
May 31, 2019
and
June 19, 2019
, and our Current Report on Form 8-K/A filed with the SEC on
June 7, 2019
; and
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The
description of certain capital stock contained in our Registration Statement 8-A filed on
January 30, 2013
, as amended on
June 12, 2017
and as it may further be amended from time to time.
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All documents that
we filed with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities
offered under this prospectus supplement have been sold, or that deregisters all securities then remaining unsold, will be deemed
to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained
in a document incorporated or deemed to be incorporated by reference in this prospectus supplement shall be deemed modified, superseded
or replaced for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement,
or in any subsequently filed document that also is deemed to be incorporated by reference in this prospectus supplement, modifies,
supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified,
superseded or replaced, to constitute a part of this prospectus supplement. None of the information that we disclose under Items
2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as
an exhibit therein, that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included
in, this prospectus supplement, except as otherwise expressly set forth in the relevant document. Subject to the foregoing, all
information appearing in this prospectus supplement is qualified in its entirety by the information appearing in the documents
incorporated by reference.
You may requests, orally
or in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such exhibits are
specifically incorporate by reference), by contacting Anthony Hayes, c/o Spherix Corporation, at Spherix Incorporated, at One Rockefeller
Plaza, 11th Fl., New York, NY 10020. Our telephone number is (212) 745-1374. Information about us is also available at our website
at
http://www.spherix.com
. However, the information in our website is not a part of this prospectus and is not incorporated
by reference.
Prospectus
SPHERIX INCORPORATED
$30,000,000
COMMON STOCK
PREFERRED STOCK
PURCHASE CONTRACTS
WARRANTS
SUBSCRIPTION RIGHTS
DEPOSITARY SHARES
DEBT SECURITIES
UNITS
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warrants
to purchase our securities;
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subscription
rights to purchase any of the foregoing securities;
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secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;
or
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units
comprised of, or other combinations of, the foregoing securities.
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We may offer and sell
these securities separately or together, in one or more series or classes and in amounts, at prices and on terms described in one
or more offerings. We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters
or dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities will describe
in detail the plan of distribution for that offering. For general information about the distribution of securities offered,
please see “Plan of Distribution” in this prospectus.
Each time our securities
are offered, we will provide a prospectus supplement containing more specific information about the particular offering and attach
it to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus.
This
prospectus may not be used to offer or sell securities without a prospectus supplement which includes a description of the method
and terms of this offering.
Our common stock is
quoted on the Nasdaq Capital Market under the symbol “SPEX.” The last reported sale price of our common stock on The
NASDAQ Capital Market on January 8, 2018 was $1.36 per share. The aggregate market value of our outstanding common stock held by
non-affiliates is $8,428,883 based on 6,234,898 shares of outstanding common stock, of which 6,197,708 shares are held
by non-affiliates, and a per share price of $1.36 which was the closing sale price of our common stock as quoted on the NASDAQ
Capital Market on January 8, 2018. During the 12 calendar month period that ends on, and includes, the date of this prospectus,
we have not offered and sold any of our securities pursuant to General Instruction I.B.6 of Form S-3.
If we decide to seek
a listing of any preferred stock, purchase contracts, warrants, subscriptions rights, depositary shares, debt securities or units
offered by this prospectus, the related prospectus supplement will disclose the exchange or market on which the securities will
be listed, if any, or where we have made an application for listing, if any.
Investing in our
securities involves certain risks. See “Risk Factors” beginning on page 6 and the risk factors in our most recent Annual
Report on Form 10-K, which is incorporated by reference herein, as well as in any other recently filed quarterly or current reports
and, if any, in the relevant prospectus supplement. We urge you to carefully read this prospectus and the accompanying prospectus
supplement, together with the documents we incorporate by reference, describing the terms of these securities before investing.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus is January 19,
2018.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing
a “shelf” registration process. Under this shelf registration process, we may offer and sell, either individually or
in combination, in one or more offerings, any of the securities described in this prospectus, for total gross proceeds of up to
$30,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities
under this prospectus, we will provide a prospectus supplement to this prospectus that will contain more specific information about
the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents
that we have incorporated by reference into this prospectus.
We urge you to read
carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in
connection with a specific offering, together with the information incorporated herein by reference as described under the heading
“Incorporation of Documents by Reference,” before investing in any of the securities being offered. You should rely
only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement,
along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific
offering. We have not authorized anyone to provide you with different or additional information. This prospectus is an offer to
sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate
only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the
date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus
supplement or any related free writing prospectus, or any sale of a security.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made
to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below
under the section entitled “Where You Can Find Additional Information.”
This prospectus contains,
or incorporates by reference, trademarks, tradenames, service marks and service names of Spherix Incorporated.
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
This prospectus and
any accompanying prospectus supplement and the documents incorporated by reference herein may contain forward looking statements
that involve risks and uncertainties. All statements other than statements of historical fact contained in this prospectus
and any accompanying prospectus supplement and the documents incorporated by reference herein, including statements regarding future
events, our future financial performance, business strategy, and plans and objectives of management for future operations, are
forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “should,”
or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors”
or elsewhere in this prospectus and the documents incorporated by reference herein, which may cause our or our industry’s
actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover,
we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from time to time and it
is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent
to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking
statements.
We have based these
forward-looking statements largely on our current expectations and projections about future events and financial trends that we
believe may affect our financial condition, results of operations, business strategy, short term and long term business operations,
and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual
results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed in this prospectus, and in particular, the risks discussed below
and under the heading “Risk Factors” and those discussed in other documents we file with the SEC. The following discussion
should be read in conjunction with the consolidated financial statements for the fiscal years ended December 31, 2016 and 2015
and notes incorporated by reference herein. We undertake no obligation to revise or publicly release the results of any revision
to these forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking
events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from
those anticipated or implied in the forward-looking statement.
You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus.
Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after
the date of this prospectus to conform our statements to actual results or changed expectations.
Any
forward-looking statement you read in this prospectus, any prospectus supplement or any document incorporated by reference reflects
our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating
to our operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking
statements because such statements speak only as to the date when made. We assume no obligation to publicly update or revise these
forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated
in these forward-looking statements, even if new information becomes available in the future, except as otherwise required by applicable
law. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K
and 10-K filed with the SEC. You should understand that it is not possible to predict or identify all risk factors. Consequently,
you should not consider any such list to be a complete set of all potential risks or uncertainties.
PROSPECTUS SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus. This summary does not contain all the information that
you should consider before investing in our Company. You should carefully read the entire prospectus, including all
documents incorporated by reference herein. In particular, attention should be directed to our “Risk Factors,” “Information
With Respect to the Company,” “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and the financial statements and related notes thereto contained herein or otherwise incorporated by reference
hereto, before making an investment decision.
As used herein, and
any amendment or supplement hereto, unless otherwise indicated, “we,” “us,” “our,” the
“Company,” or “Spherix” means Spherix Incorporated and its wholly-owned subsidiaries. Unless otherwise
indicated, all references in this prospectus to “dollars” or “$” refer to US dollars.
Business Overview
Spherix Incorporated
is a technology development company committed to the fostering of innovative ideas. To that end, we own patented and unpatented
intellectual property in the technology sphere. Spherix Incorporated was formed in 1967 as a scientific research company
and for much of our history pursued drug development, including through Phase III clinical studies, which were largely discontinued
in 2012. In 2012 and 2013, we shifted our focus to being a firm that owns, develops, acquires and monetizes intellectual
property assets. Such monetization includes, but is not limited to, acquiring IP from patent holders in order to maximize the value
of the patent holdings by conducting and managing a licensing campaign, commercializing the IP, or through the settlement and litigation
of patents. We intend to generate revenues and related cash flows from the granting of intellectual property rights
for the use of patented technologies that we own, that we manage for others, or that others manage on our behalf by agreement.
To date, we have generated minimal revenues and no assurance can be provided that our business model will be successful.
In July 2013, we acquired
7 patents in the field of mobile communications from Rockstar Consortium US LP (“Rockstar”). This acquisition
represented the first transaction believed to have been completed by Rockstar with any publicly traded company. Rockstar was launched
in 2011 as an intellectual property licensing company to manage a patent portfolio related to the pre-bankruptcy technology and
businesses of Nortel Networks (“Nortel”). Rockstar was formed by Apple, Inc., Microsoft Corporation, Sony
Corporation, Blackberry Limited and LM Ericsson Telephone Company.
In September 2013,
we acquired North South Holdings, Inc. (“North South”) and its 222 patents in the fields of wireless communications,
satellite, solar, and radio frequency and 2 patents in the field of pharmaceutical distribution. The 222 patents were developed
by Harris Corporation, a leader in defense communications and electronics and acquired by North South prior to our acquisition
of North South.
In December 2013, we
acquired an additional 101 patents and patent applications from Rockstar in consideration for approximately $60 million of our
securities consisting of common stock and preferred stock. The patents had been developed by Nortel and acquired by
Rockstar following Nortel’s bankruptcy in 2011. The December 2013 acquisition included patents covering internet
access and video and data transmission, among other things. We believe that many of these Nortel/Rockstar patents are
standard essential patents, meaning they potentially cover various industry standards in wide use (although there is no assurance
that a court or third-party would agree with such description).
Since our shift in
focus to an intellectual property monetization platform, we have not generated any significant revenues. We have incurred
losses from operations for the years ended December 31, 2016 and 2015 of $8.6 million and $52.0 million, respectively. Our
net income attributable to common stockholders was approximately $25.0 million, including $31.5 million of deemed capital contribution
on extinguishment of preferred stock for the year ended December 31, 2016. Our accumulated deficit was $141.7 million
at December 31, 2016.
On November 23, 2015,
we and RPX Corporation (“RPX”) entered into a Patent License Agreement (the “RPX License Agreement”) under
which the Company granted RPX the right to sublicense various patent license rights to certain RPX clients. The consideration to
the Company included: (i) the transfer to the Company for cancellation of its remaining outstanding Series I Redeemable Convertible
Preferred Stock (the “Series I Preferred Stock”) then held by RPX, as to which a $5,000,000 mandatory redemption
payment would have been due from the Company on or by December 31, 2015; (ii) the transfer to the Company for cancellation of 13%,
or 57,076 shares, of its Series H Convertible Preferred Stock (the “Series H Preferred Stock”) then held by RPX, having
a total carrying amount of $4,765,846 at the time the stock was issued to Rockstar; (iii) cancellation of the only outstanding
security interest on 101 of the Company’s patents and patent applications acquired from Rockstar that originated at Nortel,
which security interest had previously been transferred to RPX by Rockstar (“RPX Security Interest”); and (iv) $300,000
in cash to the Company.
In consideration of
the above, we granted RPX the rights to grant: (i) to Juniper Networks, Inc. (“Juniper”), a non-sublicensable, non-transferrable
sublicense solely to use the six patents that had been asserted against Juniper by the Company (“Asserted Patents”);
and (ii) to Apple, Blackberry, Cisco, Google, Huawei, Ericsson, Microsoft and Sony, to the extent those parties did not already
have licenses to our patents, a non-sublicensable, non-transferrable sublicense to use our existing portfolio. Prior to our ownership
of the patents originating at Nortel, each of Apple, Blackberry, Ericsson, Microsoft and Sony had previously been granted full
licenses to those patents. In addition, we separately granted Huawei a license with respect to Huawei’s network routers and
switches. We also granted RPX the rights to grant Cisco and Google a sublicense under patents transferred to us through November
23, 2017. We have since dismissed our then-existing litigations against Cisco and Juniper and Cisco requested dismissal of its
two petitions requesting
inter partes
re-examination (“IPR”) of certain of our patents at the Patent
Trial and Appeal Board of the United States Patent and Trademark Office.
Further, we agreed,
until May 23, 2016 (the “Standstill Period”) that: (a) we and RPX would engage in good faith negotiations for the grant
of additional license rights to RPX’s other members in exchange for additional consideration to us; (b) we would not divest,
transfer, or exclusively license any of our current patents; (c) neither RPX nor any RPX affiliate would challenge, or knowingly
and intentionally assist others in challenging, the validity, enforceability, or patentability of any of our patents in any court
or administrative agency having jurisdiction to consider the issue; and (d) we would not bring an action against current RPX clients
for patent infringement.
Following the Standstill
Period, as a result of the release of the RPX Security Interest, the patents may be leveraged, divested, transferred or exclusively
licensed in a manner that is beneficial to us and our stockholders. We retained the right to bring claims under the patents at
any time against other parties who are not licensees or beneficiaries under the RPX License. We also retained rights, following
the Standstill Period, to bring claims under the patents against current RPX clients who did not become licensees or beneficiaries
during the Standstill Period and, with respect to Juniper, under all of the patents other than the six Asserted Patents.
In March 2016, we entered
into an agreement (which was subsequently amended in April and May 2016) with Equitable IP Corporation (“Equitable”)
to facilitate the monetization of our patents (the “Monetization Agreement”). Pursuant to the Monetization Agreement,
the Company is working together with Equitable to further develop and revise our ongoing litigation plan. See Note 4 to the Company’s
audited financial statements for additional details surrounding the Monetization Agreement.
On May 23, 2016, we
and RPX, entered into a second, separate Patent License Agreement (the “Second RPX License”) under which we granted
RPX the right to sublicense various patent rights only to current RPX clients (as of May 23, 2016). In exchange for the rights
we granted under the Second RPX License, we received the following consideration: (i) a cash payment made to us in May 2016 in
the amount of $4,355,000; and (ii) cancellation of the remaining 381,967 shares of our outstanding Series H Convertible Preferred
Stock currently held by RPX, having a total carrying amount of $31,894,244 at the time the stock was issued to Rockstar.
In consideration of
the above, we granted RPX the rights to grant to its current clients: (i) a fully paid portfolio license, to the extent such parties
did not already have licenses to the Company’s patents; (ii) a covenant-not-to-sue current RPX clients for supply of chipsets;
(iii) a standstill of litigation involving any patents acquired in the next five years.
In connection with
the Second RPX License, we also granted to Alcatel-Lucent a license to the portfolio acquired from North South.
Under a separate agreement
between us and RPX, we granted RPX the ability to grant to VTech Telecommunications Ltd. (“VTech”) a sublicense for
a fully paid portfolio license in exchange for an additional $20,000 in cash consideration.
The license granted
under the terms of the RPX License described herein does not extend to entities/companies that are not clients of RPX and provide
chipsets or other hardware to current RPX clients.
In January of 2017,
we settled our patent litigation against Uniden Corporation and Uniden America Corporation (collectively “Uniden”)
and granted Uniden a license limited to the patents we originally asserted against Uniden and VTech, including U.S. Patent Nos.
5,581,599 (the “599 Patent”); 5,752,195; 5,892,814; 6,614,899; and 6,965,614. On July 25, 2017, after full briefing
and oral argument, the Federal Circuit issued an order affirming the PTAB’s decision relating to the ‘599 Patent.
Recent Developments
On June 30, 2017, the
Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Hoth Therapeutics, Inc., a Nevada
corporation (“Hoth”), for the purchase of an aggregate of 6,800,000 shares of common stock, par value $0.0001 (the
“Shares”), of Hoth, for a purchase price of $675,000. As of June 30, 2017, Hoth had a total of 17,000,000 shares of
common stock issued and outstanding. Hoth is a development stage biopharmaceutical company focused on unique targeted therapeutics
for patients suffering from indications such as atopic dermatitis, also known as eczema. Hoth’s primary asset is a sublicense
agreement with Chelexa Biosciences, Inc. (“Chelexa”) pursuant to which Chelexa has granted Hoth an exclusive sublicense
to use its BioLexa products for the treatment of eczema. Hoth intends to develop BioLexa’s applications in the aesthetic
dermatology field to help treat and reduce post-procedure infections, accelerate healing and improve clinical outcomes for patients
undergoing procedures. Hoth will be implementing FDA testing procedures for BioLexa. In addition to the Purchase Agreement, the
Company and Hoth entered into a Registration Rights Agreement, pursuant to which Hoth is obligated to register for resale on a
registration statement on Form S-1 under the Securities Act of 1933, as amended, or the Securities Act, all of the shares, no later
than June 30, 2018. Further, the Company, Hoth and Hoth’s existing shareholders have entered into a Shareholders Agreement,
pursuant to which Spherix shall have a right to appoint one director to the board of directors of Hoth for so long as the Company
holds at least 10% of the issued and outstanding common stock of Hoth.
On July 18, 2017, the
Company entered into an underwriting agreement with Laidlaw & Company (UK) Ltd. with respect to the issuance and sale of an
aggregate of 1,250,000 shares of the Company’s common stock, par value $0.0001 per share, in a firm commitment underwritten
public offering which closed on July 24, 2017. Each share was sold for a price of $2.00 for aggregate gross proceeds of $2,500,000,
with net proceeds of approximately $2.1 million, after deducting the underwriting discounts and commissions (equivalent to 8% of
gross proceeds) and estimated offering expenses.
Corporate Information
Our principal executive
offices are located at One Rockefeller Plaza, New York, NY 10020, our telephone number is (212) 745-1374, and our Internet website
address www.spherix.com. The information on our website is not a part of, or incorporated in, this prospectus supplement.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risk
factors we describe in any prospectus supplement and in any related free writing prospectus for a specific offering of securities,
as well as those incorporated by reference into this prospectus or such prospectus supplement. You should also carefully
consider other information contained and incorporated by reference in this prospectus and any applicable prospectus supplement,
including our financial statements and the related notes thereto incorporated by reference in this prospectus. The risks and uncertainties
described in the applicable prospectus supplement and our other filings with the SEC incorporated by reference herein are not the
only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also
adversely affect us. If any of the described risks occur, our business, financial condition or results of operations could be materially
harmed. In such case, the value of our securities could decline and you may lose all or part of your investment.
USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, we intend to use the net proceeds from these sales for working capital and general corporate purposes,
which includes, without limitation, investing in or acquiring companies that are synergistic with or complimentary to our technologies,
licensing activities related to our current and future product candidates and working capital, the development of emerging technologies,
investing in or acquiring companies that are developing emerging technologies, licensing activities, or the acquisition of other
businesses. The amounts and timing of these expenditures will depend on numerous factors, including the development of our current
business initiatives.
PLAN OF DISTRIBUTION
We may sell the securities
from time to time to or through underwriters or dealers, through agents, or directly to one or more purchasers. A distribution
of the securities offered by this prospectus may also be effected through the issuance of derivative securities, including without
limitation, warrants, rights to purchase and subscriptions. In addition, the manner in which we may sell some or all of the
securities covered by this prospectus includes, without limitation, through:
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a
block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal,
in order to facilitate the transaction;
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purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
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ordinary
brokerage transactions and transactions in which a broker solicits purchasers.
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A prospectus supplement
or supplements with respect to each series of securities will describe the terms of the offering, including, to the extent applicable:
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the
terms of the offering;
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the
name or names of the underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any;
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the
public offering price or purchase price of the securities or other consideration therefor, and the proceeds to be received by
us from the sale;
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any
delayed delivery requirements;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation
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any
discounts or concessions allowed or re-allowed or paid to dealers; and
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any
securities exchange or market on which the securities may be listed.
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The offer and sale
of the securities described in this prospectus by us, the underwriters or the third parties described above may be effected from
time to time in one or more transactions, including privately negotiated transactions, either:
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at
a fixed price or prices, which may be changed;
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in
an “at the market” offering within the meaning of Rule 415(a)(4) of the Securities Act;
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at
prices related to such prevailing market prices; or
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Only underwriters
named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
Underwriters and Agents; Direct Sales
If underwriters are
used in a sale, they will acquire the offered securities for their own account and may resell the offered securities from time
to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. We may offer the securities to the public through underwriting syndicates represented by managing underwriters
or by underwriters without a syndicate.
Unless the prospectus
supplement states otherwise, the obligations of the underwriters to purchase the securities will be subject to the conditions set
forth in the applicable underwriting agreement. Subject to certain conditions, the underwriters will be obligated to purchase
all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public
offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. We may use
underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
We may sell securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities,
and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states
otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents
or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of
these contracts in the prospectus supplement.
Dealers
We may sell the offered
securities to dealers as principals. The dealer may then resell such securities to the public either at varying prices to be determined
by the dealer or at a fixed offering price agreed to with us at the time of resale.
Institutional Purchasers
We may authorize agents,
dealers or underwriters to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant
to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement
or other offering materials, as the case may be, will provide the details of any such arrangement, including the offering price
and commissions payable on the solicitations.
We will enter into
such delayed contracts only with institutional purchasers that we approve. These institutions may include commercial and savings
banks, insurance companies, pension funds, investment companies and educational and charitable institutions.
Indemnification; Other Relationships
We may provide agents,
underwriters, dealers and remarketing firms with indemnification against certain civil liabilities, including liabilities under
the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.
Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services
for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
Market-Making; Stabilization and Other
Transactions
There is currently
no market for any of the offered securities, other than our common stock, which is quoted on the Nasdaq Capital Market. If
the offered securities are traded after their initial issuance, they may trade at a discount from their initial offering price,
depending upon prevailing interest rates, the market for similar securities and other factors. While it is possible that an underwriter
could inform us that it intends to make a market in the offered securities, such underwriter would not be obligated to do so, and
any such market-making could be discontinued at any time without notice. Therefore, no assurance can be given as to whether an
active trading market will develop for the offered securities. We have no current plans for listing of the debt securities,
preferred stock, warrants or subscription rights on any securities exchange or quotation system; any such listing with respect
to any particular debt securities, preferred stock, warrants or subscription rights will be described in the applicable prospectus
supplement or other offering materials, as the case may be.
Any underwriter may
engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Over-allotment involves sales in excess of the offering
size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the
securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to
cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally
sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time.
Any underwriters or
agents that are qualified market makers on the Nasdaq Capital Market may engage in passive market making transactions in our common
stock on the Nasdaq Capital Market in accordance with Regulation M under the Exchange Act, during the business day prior to
the pricing of the offering, before the commencement of offers or sales of our common stock. Passive market makers must comply
with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker
must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered
below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase
limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued at any time.
Fees and Commissions
If 5% or more of the
net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating in the offering
or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.
DESCRIPTION OF SECURITIES WE MAY OFFER
General
This prospectus describes
the general terms of our capital stock. The following description is not complete and may not contain all the information you should
consider before investing in our capital stock. For a more detailed description of these securities, you should read the applicable
provisions of Delaware law and our amended and restated certificate of incorporation, as amended, referred to herein as our certificate
of incorporation, and our amended and restated bylaws, referred to herein as our bylaws. When we offer to sell a particular series
of these securities, we will describe the specific terms of the series in a supplement to this prospectus. Accordingly, for a description
of the terms of any series of securities, you must refer to both the prospectus supplement relating to that series and the description
of the securities described in this prospectus. To the extent the information contained in the prospectus supplement differs from
this summary description, you should rely on the information in the prospectus supplement.
The total number of
shares of capital stock we are authorized to issue is 150,000,000 shares, of which (a) 100,000,000 are common stock and (b) 50,000,000
are preferred stock.
We, directly or through
agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately, up to $30,000,000
in the aggregate of:
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warrants
to purchase our securities;
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subscription
rights to purchase our securities;
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secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;
or
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units
comprised of, or other combinations of, the foregoing securities.
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We may issue the debt
securities as exchangeable for or convertible into shares of common stock, preferred stock or other securities that may be sold
by us pursuant to this prospectus or any combination of the foregoing. The preferred stock may also be exchangeable for and/or
convertible into shares of common stock, another series of preferred stock or other securities that may be sold by us pursuant
to this prospectus or any combination of the foregoing. When a particular series of securities is offered, a supplement to
this prospectus will be delivered with this prospectus, which will set forth the terms of the offering and sale of the offered
securities.
Amended and Restated Certificate of
Incorporation
On April 24, 2014,
we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which was previously
approved by our stockholders at our annual meeting held on February 6, 2014. The Amended and Restated Certificate of Incorporation,
among other things, increased our authorized number of shares of common stock to 200,000,000 shares from 50,000,000 shares.
Additionally, on April
23, 2014, we filed a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating our Series B Convertible
Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock and returning them to authorized
but undesignated shares of our preferred stock.
On March 4, 2016, the
Company implemented a reverse stock split with a ratio of 1-for-19. The par value and other terms of the common stock were not
affected by the reverse stock split. In addition, the amendment to the Company’s certificate of incorporation that effected
the reverse stock split simultaneously reduced the number of authorized shares of common stock from 200,000,000 to 100,000,000.
Common Stock
As of January 8, 2018,
there were 6,234,910 shares of common stock issued and 6,234,898 shares of common stock outstanding, held of record by approximately
121 stockholders. Subject to preferential rights with respect to any outstanding preferred stock, all outstanding shares of common
stock are of the same class and have equal rights and attributes.
Subject to the rights
of the preferred stock, holders of common stock are entitled to receive such dividends as are declared by our board of directors
out of funds legally available for the payment of dividends. We presently intend to retain any earnings to fund the development
of our business. Accordingly, we do not anticipate paying any dividends on our common stock for the foreseeable future. Any future
determination as to declaration and payment of dividends will be made at the discretion of our board of directors.
In the event of the
liquidation, dissolution, or winding up of the Company, each outstanding share of our common stock will be entitled to share equally
in any of our assets remaining after payment of or provision for our debts and other liabilities.
Holders of common stock
are entitled to one vote per share on matters to be voted upon by stockholders. There is no cumulative voting for the election
of directors, which means that the holders of shares entitled to exercise more than fifty percent (50%) of the voting rights in
the election of directors are able to elect all of the directors.
Holders of common stock
have no preemptive rights to subscribe for or to purchase any additional shares of common stock or other obligations convertible
into shares of common stock which we may issue after the date of this prospectus.
All of the outstanding
shares of common stock are fully paid and non-assessable. Holders of our common stock are not liable for further calls or assessments.
The rights, preferences
and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares
of any series of preferred stock that we may designate in the future.
Transfer Agent and Registrar
The transfer agent
and registrar for our common stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598.
Listing
Our common stock is
listed on the NASDAQ Capital Market under the symbol “SPEX”. We have not applied to list our common stock on any other
exchange or quotation system.
Limitations on Directors’ Liability
Our certificate of incorporation and bylaws
contain provisions indemnifying our directors and officers to the fullest extent permitted by Delaware law.
In addition, as permitted
by Delaware law, our certificate of incorporation provides that no director will be liable to us or our stockholders for monetary
damages for breach of the director’s fiduciary duty as a director. The effect of this provision is to restrict our rights
and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of the director’s
fiduciary duty as a director, except that a director will be personally liable for:
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any
breach of his or her duty of loyalty to us or our stockholders;
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acts
or omissions not in good faith which involve intentional misconduct or a knowing violation of law;
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the
payment of dividends or the redemption or purchase of stock in violation of Delaware law; or
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any
transaction from which the director derived an improper personal benefit.
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This provision does
not affect a director’s liability under the federal securities laws.
To the extent that our
directors, officers and controlling persons are indemnified under the provisions contained in our amended and restated certificate
of incorporation or Delaware law against liabilities arising under the Securities Act, we have been advised that in the opinion
of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Provisions of our Certificate of Incorporation
and Bylaws, our Shareholder Rights Plan, and Delaware Law that May Have an Anti-Takeover Effect
Certain provisions
set forth in our certificate of incorporation and bylaws, our Amended and Restated Shareholder Rights Plan, and Delaware law could
have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in
control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our
stockholders to replace or remove our management.
Certificate of Incorporation and Bylaws
In particular, our
certificate of incorporation and bylaws, among other things:
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authorize our board of directors to issue, without further action by the stockholders, up to 50,000,000 shares of undesignated preferred stock;
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provide that stockholders must provide advance notice to nominate persons for election to our board of directors or submit proposals for consideration at stockholder meetings;
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specify that special meetings of our stockholders can be called only by our board of directors or by any officer instructed by the board of directors to a call a special meeting;
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provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum, or by the sole remaining director; and
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provide the board of directors with the ability to alter the bylaws without stockholder approval.
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Shareholder Rights Plan
On January 1, 2013,
and as amended and restated on June 9, 2017, we adopted a stockholder rights plan in which rights to purchase shares of Series
A Preferred Stock were distributed as a dividend at the rate of one right for each share of common stock. The rights are designed
to guard against partial tender offers and other abusive and coercive tactics that might be used in an attempt to gain control
of Spherix or to deprive our stockholders of their interest in the long-term value of Spherix. These rights seek to achieve these
goals by forcing a potential acquirer to negotiate with our board of directors (or go to court to try to force the Board of Directors
to redeem the rights), because only the Board of Directors can redeem the rights and allow the potential acquirer to acquire our
shares without suffering very significant dilution. However, these rights also could deter or prevent transactions that stockholders
deem to be in their interests, and could reduce the price that investors or an acquirer might be willing to pay in the future for
shares of our common stock.
Each right entitles
the registered holder to purchase one nineteen-hundredth of a share (a “Unit”) of our Series A Preferred Stock. Each
Unit of Series A Preferred Stock will be entitled to an aggregate dividend of 100 times the dividend declared per share of common
stock. In the event of liquidation, the holders of the Units of Series A Preferred Stock will be entitled to an aggregate payment
of 100 times the payment made per share of common stock. Each Unit of Series A Preferred Stock will have 100 votes, voting together
with the common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of common stock
are exchanged, each Unit of Series A Preferred Stock will be entitled to receive 100 times the amount received per share of common
stock. These rights are protected by customary anti-dilution provisions.
The rights will be
exercisable only if a person or group acquires ten percent (10%) or more of our common stock (subject to certain exceptions stated
in the plan) or announces a tender offer the consummation of which would result in ownership by a person or group of ten percent
(10%) or more of our common stock. Our board of directors may redeem the rights at a price of $0.001 per right. The stockholder
rights plan provides that the rights will expire at the close of business on December 31, 2020 unless the expiration date is extended
or unless the rights are earlier redeemed or exchanged by the Company.
Delaware Takeover Statute
Section 203 of the
DGCL prohibits a Delaware corporation that is a public company from engaging in any “business combination” (as defined
below) with any “interested stockholder” (defined generally as an entity or person beneficially owning 15% or more
of the outstanding voting stock of the corporation and any entity or person affiliated with such entity or person) for a period
of three years following the date that such stockholder became an interested stockholder, unless:
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before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.
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Section 203 of the
DCGL defines “business combination” to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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Preferred Stock
Our amended and restated
certificate of incorporation empowers our board of directors, without action by our shareholders, to issue up to 50,000,000 shares
of preferred stock from time to time in one or more series, which preferred stock may be offered by this prospectus and supplements
thereto.
The
Delaware General Corporation Law provides that the holders of preferred stock will have the right to vote separately as a class
on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any
voting rights provided for in the applicable certificate of designation.
We will fix the rights,
preferences, privileges and restrictions of the preferred stock of each series in the certificate of designation relating to that
series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from a current report on Form 8-K that we file with the SEC, the form of any certificate of designation that describes the terms
of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description
will include any or all of the following, as required:
|
●
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the
title and stated value;
|
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●
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the
number of shares we are offering;
|
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●
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the
liquidation preference per share;
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●
|
the
dividend rate, period and payment date and method of calculation for dividends;
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●
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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any
contractual limitations on our ability to declare, set aside or pay any dividends;
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the
procedures for any auction and remarketing, if any;
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the
provisions for a sinking fund, if any;
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●
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the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights;
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any
listing of the preferred stock on any securities exchange or market;
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period;
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●
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated,
and the exchange period;
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●
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voting
rights, if any, of the preferred stock;
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●
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preemptive
rights, if any;
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●
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restrictions
on transfer, sale or other assignment, if any;
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●
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whether
interests in the preferred stock will be represented by depositary shares;
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●
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a
discussion of any material or special United States federal income tax considerations applicable to the preferred stock;
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●
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up
our affairs;
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●
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any
limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
|
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●
|
any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
|
If
we issue shares of preferred stock under this prospectus, after receipt of payment therefor, the shares will be fully paid and
non-assessable.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the
voting power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed to
delay or prevent a change in control of our Company or make removal of management more difficult. Additionally, the issuance of
preferred stock could have the effect of decreasing the market price of our common stock.
Existing Preferred Stock
The Company had designated
separate series of its capital stock as of September 30, 2017, December 31, 2016 and December 31, 2015 as summarized below:
|
|
Number of Shares Issued
and Outstanding as of
|
|
|
|
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
Par Value
|
|
|
Conversion Ratio
|
Series “A”
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0.0001
|
|
|
N/A
|
Series “C”
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.0001
|
|
|
0.05:1
|
Series “D”
|
|
|
4,725
|
|
|
|
4,725
|
|
|
|
4,725
|
|
|
|
0.0001
|
|
|
0.53:1
|
Series “D-1”
|
|
|
834
|
|
|
|
834
|
|
|
|
834
|
|
|
|
0.0001
|
|
|
0.53:1
|
Series “F-1”
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.0001
|
|
|
0.05:1
|
Series “H”
|
|
|
—
|
|
|
|
—
|
|
|
|
381,967
|
|
|
|
0.0001
|
|
|
0.53:1
|
Series “I”
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.0001
|
|
|
1.05:1
|
Series “J”
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.0001
|
|
|
0.05:1
|
Series “K”
|
|
|
—
|
|
|
|
—
|
|
|
|
1,240
|
|
|
|
0.0001
|
|
|
263.16:1
|
On April 23, 2014,
the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating its Series B Convertible
Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock and returning them to authorized
but undesignated shares of preferred stock. No shares of the foregoing series of preferred stock are outstanding as of the
date hereof.
The Company previously
designated, authorized and issued shares of Series C Preferred Stock, Series F-1 Preferred Stock, Series H Preferred Stock, Series
I Preferred Stock and Series J Preferred Stock that have since been converted into shares of the Company’s common stock or
have been cancelled and are no longer outstanding.
Series A Preferred Stock
Our board of directors
has designated 500,000 shares of our preferred stock as Series A Participating Preferred Stock (“Series A Preferred Stock”).
On January 1, 2013,
and as amended and restated on June 9, 2017, we adopted a stockholder rights plan in which rights to purchase shares of Series
A Preferred Stock were distributed as a dividend at the rate of one right for each share of common stock. The rights are designed
to guard against partial tender offers and other abusive and coercive tactics that might be used in an attempt to gain control
of Spherix or to deprive our stockholders of their interest in the long-term value of Spherix. These rights seek to achieve these
goals by forcing a potential acquirer to negotiate with our board of directors (or go to court to try to force the Board of Directors
to redeem the rights), because only the Board of Directors can redeem the rights and allow the potential acquirer to acquire our
shares without suffering very significant dilution. However, these rights also could deter or prevent transactions that stockholders
deem to be in their interests, and could reduce the price that investors or an acquirer might be willing to pay in the future for
shares of our common stock.
Each right entitles
the registered holder to purchase one one-hundredth of a share (a “Unit”) of our Series A Preferred Stock. Each Unit
of Series A Preferred Stock will be entitled to an aggregate dividend of 100 times the dividend declared per share of common stock.
In the event of liquidation, the holders of the Units of Series A Preferred Stock will be entitled to an aggregate payment of 100
times the payment made per share of common stock. Each Unit of Series A Preferred Stock will have 100 votes, voting together with
the common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of common stock are exchanged,
each Unit of Series A Preferred Stock will be entitled to receive 100 times the amount received per share of common stock. These
rights are protected by customary anti-dilution provisions.
The rights will be
exercisable only if a person or group acquires ten percent (10%) or more of our common stock (subject to certain exceptions stated
in the plan) or announces a tender offer the consummation of which would result in ownership by a person or group of ten percent
(10%) or more of our common stock. Our board of directors may redeem the rights at a price of $0.001 per right. The rights will
expire at the close of business on December 31, 2020 unless the expiration date is extended or unless the rights are earlier redeemed
or exchanged by the Company.
As of September 30, 2017, December 2016,
and December 2015, no shares of Series A Preferred Stock were issued and outstanding.
Series D Convertible Preferred Stock
In connection with
the acquisition of North South’s patent portfolio in September 2013, the Company issued 1,379,685 shares of its Series D
Convertible Preferred Stock (“Series D Preferred Stock”) to the stockholders of North South. Each share
of Series D Preferred Stock has a stated value of $0.0001 per share and is convertible into ten-nineteenths of a share of common
stock. Upon the liquidation, dissolution or winding up of the Company’s business, each holder of Series D Preferred
Stock shall be entitled to receive, for each share of Series D Preferred Stock held, a preferential amount in cash equal to the
greater of (i) the stated value or (ii) the amount the holder would receive as a holder of common stock on an “as converted”
basis. Each holder of Series D Preferred Stock shall be entitled to vote on all matters submitted to its stockholders
and shall be entitled to such number of votes equal to the number of shares of common stock such shares of Series D Preferred Stock
are convertible into at such time, taking into account the beneficial ownership limitations set forth in the governing Certificate
of Designation and the conversion limitations described below. At no time may shares of Series D Preferred Stock be
converted if such conversion would cause the holder to hold in excess of 4.99% of issued and outstanding common stock, subject
to an increase in such limitation up to 9.99% of the issued and outstanding common stock on 61 days’ written notice to the
Company. The conversion ratio of the Series D Preferred Stock is subject to adjustment in the event of stock splits,
stock dividends, combination of shares and similar recapitalization transactions.
As of September 30,
2017, December 2016, and December 2015, 4,725 shares of Series D Preferred Stock remained issued and outstanding.
Series D-1 Convertible Preferred Stock
The Company’s
Series D-1 Convertible Preferred Stock (“Series D-1 Preferred Stock”) was established on November 22, 2013. Each
share of Series D-1 Preferred Stock has a stated value of $0.0001 per share and is convertible into ten-nineteenths of a share
of common stock. Upon the liquidation, dissolution or winding up of the Company’s business, each holder of Series
D-1 Preferred Stock shall be entitled to receive, for each share of Series D-1 Preferred Stock held, a preferential amount in cash
equal to the greater of (i) the stated value or (ii) the amount the holder would receive as a holder of common stock on an “as
converted” basis. Each holder of Series D-1 Preferred Stock shall be entitled to vote on all matters submitted
to the Company’s stockholders and shall be entitled to such number of votes equal to the number of shares of common stock
such shares of Series D-1 Preferred Stock are convertible into at such time, taking into account the beneficial ownership limitations
set forth in the governing Certificate of Designation. At no time may shares of Series D-1 Preferred Stock be converted
if such conversion would cause the holder to hold in excess of 9.99% of issued and outstanding common stock. The conversion
ratio of the Series D-1 Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of
shares and similar recapitalization transactions. The Company commenced an exchange with holders of Series D Convertible
Preferred Stock pursuant to which the holders of the Company’s outstanding shares of Series D Preferred Stock acquired in
the Merger could exchange such shares for shares of the Company’s Series D-1 Preferred Stock on a one-for-one basis.
As of September 30,
2017, December 2016, and December 2015, 834 shares of Series D-1 Preferred Stock remained issued and outstanding.
Purchase Contracts
We
may issue purchase contracts, representing contracts obligating holders to purchase from us, and us to sell to the holders, a specific
or varying number of common stock, preferred stock, warrants, depositary shares, debt securities, warrants or any combination of
the above, at a future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate
holders to sell to us, a specific or varying number of common stock, preferred stock, warrants, depositary shares, debt securities,
or any combination of the above. The price of the securities and other property subject to the purchase contracts may be fixed
at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase
contracts. The purchase contracts may be issued separately or as a part of a unit that consists of (a) a purchase contract
and (b) one or more of the other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing,
which may secure the holders’ obligations to purchase the securities under the purchase contract. The purchase contracts
may require us to make periodic payments to the holders or require the holders to make periodic payments to us. These payments
may be unsecured or prefunded and may be paid on a current or on a deferred basis. The purchase contracts may require holders to
secure their obligations under the contracts in a manner specified in the applicable prospectus supplement.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a
current report on Form 8-K that we file with the SEC, forms of the purchase contracts and purchase contract agreement, if any.
The applicable prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being
delivered, including, to the extent applicable, the following:
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●
|
whether
the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase
under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts;
|
|
●
|
whether
the purchase contracts are to be prepaid or not;
|
|
●
|
whether
the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities
subject to purchase under the purchase contract;
|
|
●
|
any
acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts; and
|
|
●
|
whether
the purchase contracts will be issued in fully registered or global form.
|
Warrants
We
may issue warrants to purchase our securities or other rights, including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other securities that may be sold by us pursuant to this prospectus
or any combination of the foregoing and may be attached to, or separate from, such securities. To the extent warrants that we issue
are to be publicly-traded, each series of such warrants will be issued under a separate warrant agreement to be entered into between
us and a warrant agent.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a
current report on Form 8-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement
relating to any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions
of the applicable warrant agreement, if any. These terms may include the following:
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●
|
the
title of the warrants;
|
|
●
|
the
price or prices at which the warrants will be issued;
|
|
●
|
the
designation, amount and terms of the securities or other rights for which the warrants are exercisable;
|
|
●
|
the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued
with each other security;
|
|
●
|
the
aggregate number of warrants;
|
|
●
|
any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
|
|
●
|
the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased;
|
|
●
|
if
applicable, the date on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants
will be separately transferable;
|
|
●
|
a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;
|
|
●
|
the
date on which the right to exercise the warrants will commence, and the date on which the right will expire;
|
|
●
|
the
maximum or minimum number of warrants that may be exercised at any time;
|
|
●
|
information
with respect to book-entry procedures, if any; and
|
|
●
|
any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
Exercise
of Warrants.
Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights,
at the exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time
up to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in
such prospectus supplement. After the close of business on the expiration date, if applicable, unexercised warrants will become
void. Warrants may be exercised in the manner described in the applicable prospectus supplement. When the warrant holder makes
the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent, if any,
or any other office indicated in the prospectus supplement, we will, as soon as possible, forward the securities or other rights
that the warrant holder has purchased. If the warrant holder exercises less than all of the warrants represented by the warrant
certificate, we will issue a new warrant certificate for the remaining warrants.
Existing Warrants
A summary of warrant activity for the nine
months ended September 30, 2017 is presented below:
|
|
Warrants
|
|
|
Weighted Average Exercise Price
|
|
|
Total Intrinsic Value
|
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Outstanding as of December 31, 2016
|
|
|
1,250,311
|
|
|
$
|
9.21
|
|
|
$
|
—
|
|
|
|
3.91
|
|
Expired
|
|
|
(557
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of September 30, 2017
|
|
|
1,249,754
|
|
|
$
|
8.98
|
|
|
|
|
|
|
|
3.17
|
|
Exercisable as of September 30, 2017
|
|
|
1,249,754
|
|
|
$
|
8.98
|
|
|
$
|
—
|
|
|
|
3.17
|
|
Subscription Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving the
rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more
underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining
unsubscribed for after such rights offering. In connection with a rights offering to holders of our capital stock a prospectus
supplement will be distributed to such holders on the record date for receiving rights in the rights offering set by us.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a
current report on Form 8-K that we file with the SEC, forms of the subscription rights, standby underwriting agreement or other
agreements, if any. The prospectus supplement relating to any rights that we offer will include specific terms relating to the
offering, including, among other matters:
|
●
|
the
date of determining the security holders entitled to the rights distribution;
|
|
●
|
the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
|
|
●
|
the
conditions to completion of the rights offering;
|
|
●
|
the
date on which the right to exercise the rights will commence and the date on which the rights will expire; and
|
|
●
|
any
applicable federal income tax considerations.
|
Each
right would entitle the holder of the rights to purchase the principal amount of securities at the exercise price set forth in
the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for
the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised
rights will become void.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate
properly completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in
the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons
other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby underwriting arrangements, as described in the applicable prospectus supplement.
Depositary Shares
General.
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we decide to offer
fractional shares of our preferred stock, we will issue receipts for depositary shares. Each depositary share will represent a
fraction of a share of a particular series of our preferred stock, and the applicable prospectus supplement will indicate that
fraction. The shares of preferred stock represented by depositary shares will be deposited under a deposit agreement between us
and a depositary that is a bank or trust company that meets certain requirements and is selected by us. The depositary will be
specified in the applicable prospectus supplement. Each owner of a depositary share will be entitled to all of the rights and preferences
of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of
our preferred stock in accordance with the terms of the offering. We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, forms
of the deposit agreement, form of certificate of designation of underlying preferred stock, form of depositary receipts and any
other related agreements.
Dividends
and Other Distributions
.
The depositary will distribute all cash dividends or other cash distributions received
by it in respect of the preferred stock to the record holders of depositary shares relating to such preferred shares in proportion
to the numbers of depositary shares held on the relevant record date.
In
the event of a distribution other than in cash, the depositary will distribute securities or property received by it to the record
holders of depositary shares in proportion to the numbers of depositary shares held on the relevant record date, unless the depositary
determines that it is not feasible to make such distribution. In that case, the depositary may make the distribution by such method
as it deems equitable and practicable. One such possible method is for the depositary to sell the securities or property and then
distribute the net proceeds from the sale as provided in the case of a cash distribution.
Redemption
of Depositary Shares
.
Whenever we redeem the preferred stock, the depositary will redeem a number of depositary
shares representing the same number of shares of preferred stock so redeemed. If fewer than all of the depositary shares are to
be redeemed, the depositary shares to be redeemed will be selected by lot, pro rata or by any other equitable method as the depositary
may determine.
Voting
of Underlying Shares
. Upon receipt of notice of any meeting at which the holders of our preferred stock of any series
are entitled to vote, the depositary will mail the information contained in the notice of the meeting to the record holders of
the depositary shares relating to that series of preferred stock. Each record holder of the depositary shares on the record date
will be entitled to instruct the depositary as to the exercise of the voting rights represented by the number of shares of preferred
stock underlying the holder’s depositary shares. The depositary will endeavor, to the extent it is practical to do so, to
vote the number of whole shares of preferred stock underlying such depositary shares in accordance with such instructions. We will
agree to take all action that the depositary may deem reasonably necessary in order to enable the depositary to do so. To the extent
the depositary does not receive specific instructions from the holders of depositary shares relating to such preferred shares,
it will abstain from voting such shares of preferred stock.
Withdrawal
of Shares
. Upon surrender of depositary receipts representing any number of whole shares at the depositary’s office,
unless the related depositary shares previously have been called for redemption, the holder of the depositary shares evidenced
by the depositary receipts will be entitled to delivery of the number of whole shares of the related series of preferred stock
and all money and other property, if any, underlying such depositary shares. However, once such an exchange is made, the preferred
stock cannot thereafter be re-deposited in exchange for depositary shares. Holders of depositary shares will be entitled to receive
whole shares of the related series of preferred stock on the basis set forth in the applicable prospectus supplement. If the depositary
receipts delivered by the holder evidence a number of depositary shares representing more than the number of whole shares of preferred
stock of the related series to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt
evidencing the excess number of depositary shares.
Amendment
and Termination of Depositary Agreement
.
The form of depositary receipt evidencing the depositary shares and
any provision of the applicable depositary agreement may at any time be amended by agreement between us and the depositary. We
may, with the consent of the depositary, amend the depositary agreement from time to time in any manner that we desire. However,
if the amendment would materially and adversely alter the rights of the existing holders of depositary shares, the amendment would
need to be approved by the holders of at least a majority of the depositary shares then outstanding.
The depositary
agreement may be terminated by us or the depositary if:
|
●
|
all
outstanding depositary shares have been redeemed; or
|
|
●
|
there
has been a final distribution in respect of the shares of preferred stock of the applicable series in connection with our liquidation,
dissolution or winding up and such distribution has been made to the holders of depositary receipts.
|
Resignation
and Removal of Depositary.
The depositary may resign at any time by delivering to us notice of its election to do so.
We may remove a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary
and its acceptance of appointment.
Charges
of Depositary.
We will pay all transfer and other taxes and governmental charges arising solely from the existence of
any depositary arrangements. We will pay all charges of each depositary in connection with the initial deposit of the preferred
shares of any series, the initial issuance of the depositary shares, any redemption of such preferred shares and any withdrawals
of such preferred shares by holders of depositary shares. Holders of depositary shares will be required to pay any other transfer
taxes.
Notices
.
Each depositary will forward to the holders of the applicable depositary shares all notices, reports and communications
from us which are delivered to such depositary and which we are required to furnish the holders of the preferred stock represented
by such depositary shares.
Miscellaneous
.
The depositary agreement may contain provisions that limit our liability and the liability of the depositary to the holders of
depositary shares. Both the depositary and we are also entitled to an indemnity from the holders of the depositary shares prior
to bringing, or defending against, any legal proceeding. We or any depositary may rely upon written advice of counsel or accountants,
or information provided by persons presenting preferred shares for deposit, holders of depositary shares or other persons believed
by us to be competent and on documents believed by us or them to be genuine.
Debt Securities
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities. Debt securities may be issued under an indenture (which we refer
to herein as an Indenture), which are contracts entered into between us and a trustee to be named therein. The Indenture has been
filed as an exhibit to the registration statement of which this prospectus forms a part. We may issue debt securities and incur
additional indebtedness other than through the offering of debt securities pursuant to this prospectus. It is likely that convertible
debt securities will not be issued under an Indenture.
The
debt securities may be fully and unconditionally guaranteed on a secured or unsecured senior or subordinated basis by one or more
guarantors, if any. The obligations of any guarantor under its guarantee will be limited as necessary to prevent that guarantee
from constituting a fraudulent conveyance under applicable law. In the event that any series of debt securities will be subordinated
to other indebtedness that we have outstanding or may incur, the terms of the subordination will be set forth in the prospectus
supplement relating to the subordinated debt securities.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or
at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without
the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt
securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities
under the applicable Indenture and will be equal in ranking.
Should
an Indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution
of assets to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness
of our company or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal
and interest prior to payments on the unsecured indebtedness issued under an Indenture.
Each
prospectus supplement will describe the terms relating to the specific series of debt securities. These terms will include some
or all of the following:
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the
title of debt securities and whether the debt securities are senior or subordinated;
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any
limit on the aggregate principal amount of debt securities of such series;
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the
percentage of the principal amount at which the debt securities of any series will be issued;
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the
ability to issue additional debt securities of the same series;
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the
purchase price for the debt securities and the denominations of the debt securities;
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the
specific designation of the series of debt securities being offered;
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the
maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or
rates at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by
which such rate shall be determined;
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the
basis for calculating interest;
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the
date or dates from which any interest will accrue or the method by which such date or dates will be determined;
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the
duration of any deferral period, including the period during which interest payment periods may be extended;
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whether
the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference
to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner
of determining the amount of such payments;
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the
dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the
interest payable on any interest payment date;
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the
place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities
may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered
to or upon us pursuant to the applicable Indenture;
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the
rate or rates of amortization of the debt securities;
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any
terms for the attachment to the debt securities of warrants, options or other rights to purchase or sell our securities;
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if
the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms and provisions
of such collateral security, pledge or other agreements;
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if
we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or
in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;
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our
obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or
through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and
the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation,
and the other terms and conditions of such obligation;
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the
terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities;
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the
period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the
series may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election
by us to redeem the debt securities shall be evidenced;
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any
restriction or condition on the transferability of the debt securities of a particular series;
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the
portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration
of the maturity of the debt securities in connection with any event of default;
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the
currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will
or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities
will be denominated;
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provisions,
if any, granting special rights to holders of the debt securities upon the occurrence of specified events;
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any
deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series
of debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable
Indenture;
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any
limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions;
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the
application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are
described below) to the debt securities;
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what
subordination provisions will apply to the debt securities;
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the
terms, if any, upon which the holders may convert or exchange the debt securities into or for our securities or property;
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whether
we are issuing the debt securities in whole or in part in global form;
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any
change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and
payable because of an event of default;
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the
depositary for global or certificated debt securities, if any;
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any
material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made
payable, as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies;
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any
right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures;
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the
names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect
to the debt securities;
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to
whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on
the record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt
security will be paid;
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if
the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units
other than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and
conditions upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined);
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the
portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity
of the debt securities pursuant to the applicable Indenture;
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if
the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one
or more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities
as of any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other
than the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such
case, the manner in which such amount deemed to be the principal amount shall be determined); and
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any
other specific terms of the debt securities, including any modifications to the events of default under the debt securities and
any other terms which may be required by or advisable under applicable laws or regulations.
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Unless
otherwise specified in the applicable prospectus supplement, we do not anticipate the debt securities will be listed on any securities
exchange. Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described
in the applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without
charge, other than any tax or other governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing no interest or interest a t a rate that at the time of issuance
is below the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus
supplement any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on
any interest payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices
or other factors. Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments
on any interest payment date, that are greater or less than the amount of principal or interest otherwise payable on such dates,
depending upon the value on such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus
supplement will contain information as to how we will determine the amount of principal or interest payable on any date, as well
as the currencies, commodities, equity indices or other factors to which the amount payable on that date relates and certain additional
tax considerations.
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit
agreements with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name
and address of the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific
unit agreements, if any, will contain additional important terms and provisions. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from a current report that we file with the SEC,
the form of unit and the form of each unit agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable
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the
title of the series of units;
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identification
and description of the separate constituent securities comprising the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a
discussion of certain United States federal income tax considerations applicable to the units; and
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any
other material terms of the units and their constituent securities.
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FORMS OF SECURITIES
Each
security may be represented either by a certificate issued in definitive form to a particular investor or by one or more global
securities representing the entire issuance of securities. Certificated securities in definitive form and global securities will
be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer
or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically
deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary
or its nominee as the owner of the debt securities, warrants or units represented by these global securities. The depositary maintains
a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained
by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Registered
Global Securities
We
may issue the securities in the form of one or more fully registered global securities that will be deposited with a depositary
or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In
those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the
portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and
until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred
except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors
of the depositary or those nominees.
The
specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will
be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply
to all depositary arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by
the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons
holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of
these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered
global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee,
as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security
for all purposes under the applicable indenture, warrant agreement or unit agreement.
Except
as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities
represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery
of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture,
warrant agreement or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security must
rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures
of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture,
warrant agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders
or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled
to give or take under the applicable indenture, warrant agreement or unit agreement, the depositary for the registered global security
would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would
authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial
owners holding through them.
Payments
to holders with respect to securities represented by a registered global security registered in the name of a depositary or its
nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security.
None of the Company, the trustees, the warrant agents, the unit agents or any other agent of the Company, agent of the trustees,
the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments
made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing
any records relating to those beneficial ownership interests.
We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of
principal, premium, interest or other payment or distribution to holders of that registered global security, will immediately credit
participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security
as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a
registered global security held through participants will be governed by standing customer instructions and customary practices,
as is now the case with the securities held for the accounts of customers or registered in “street name,” and will
be the responsibility of those participants.
If
the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue
as depositary or ceases to be a clearing agency registered under the Exchange Act and a successor depositary registered as a clearing
agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for
the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for
a registered global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant
agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based
upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed upon for us by
Ellenoff Grossman & Schole LLP, New York, New York. If legal matters in connection with offerings made by this prospectus
are passed on by counsel for the underwriters, dealers or agents, if any, that counsel will be named in the applicable prospectus
supplement.
EXPERTS
The consolidated financial
statements of Spherix Incorporated and subsidiaries as of and for the years ended December 31, 2016 and 2015 have been incorporated
by reference in the registration statement in reliance upon the report of Marcum LLP, independent registered public accounting
firm, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarter
and periodic reports, proxy statements and other information with the Securities and Exchange Commission using the Commission’s
EDGAR system. You may inspect these documents and copy information from them at the Commission’s offices at public reference
room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling
the SEC at 1-800-SEC-0330. The Commission maintains a web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission. The address of such site is http//www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
We are “incorporating
by reference” in this prospectus certain documents we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. The information in the documents incorporated by reference is considered to be
part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in
this prospectus will automatically update and supersede information contained in this prospectus, including information in previously
filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs
from or is inconsistent with the old information. We have filed or may file the following documents with the SEC and they
are incorporated herein by reference as of their respective dates of filing.
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1.
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Our
Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on
March 31, 2017
;
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2.
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Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 September 30, 2017, as filed with the SEC
on
May 12, 2017
,
August 11, 2017
and
November 14, 2017
, respectively;
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3.
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Our
Current Reports on Form 8-K filed with the SEC on
February 9, 2017
,
March 15, 2017
,
June 12, 2017
,
June 20, 2017
,
July 3, 2017
,
July 24, 2017
,
October 25, 2017
and
December 13, 2017
; and
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4.
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The
description of certain capital stock contained in our Registration Statement 8-A filed on
January 30, 2013
, as amended on
June 12, 2017
and as it may further be amended from time to time.
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All documents that
we filed with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities
offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated
in this registration statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained
in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or
replaced for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any subsequently filed
document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement.
Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute
a part of this prospectus. None of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K
or any corresponding information, either furnished under Item 9.01 or included as an exhibit therein, that we may from time to
time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus, except as otherwise
expressly set forth in the relevant document. Subject to the foregoing, all information appearing in this prospectus is qualified
in its entirety by the information appearing in the documents incorporated by reference.
You may requests, orally
or in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such exhibits are
specifically incorporate by reference), by contacting Anthony Hayes, c/o Spherix Corporation, at Spherix Incorporated , at One
Rockefeller Plaza, 11th Fl., New York, NY 10020. Our telephone number is (212) 745-1374. Information about us is also available
at our website at
http://www.spherix.com
. However, the information in our website is not a part of this prospectus and is
not incorporated by reference.
SPHERIX INCORPORATED
Up to $1,200,000
Common Stock
PROSPECTUS SUPPLEMENT
August 9, 2019
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