Additional Proxy Soliciting Materials (definitive) (defa14a)
August 19 2019 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
August 19, 2019
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SPHERIX INCORPORATED
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(Exact name of registrant as specified in its charter)
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Delaware
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000-05576
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52-0849320
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Rockefeller Plaza, 11
th
Floor, New York, NY
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10020
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(212) 745-1374
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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SPEX
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The Nasdaq Capital Market LLC
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Forward Looking Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under
The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”,
“should”, “would”, “plan”, “intend”, “anticipate”, “believe”,
“estimate”, “predict”, “potential”, “seem”, “seek”, “continue”,
“future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions.
These forward-looking statements include statements regarding Spherix Incorporated “Spherix”) and CBM BioPharma Inc.’s
(“CBM”) industry, future events, the proposed transaction between the parties to the Asset Acquisition Agreement, dated
May 15, 2019, and as amended, by and between Spherix and CBM, the estimated or anticipated future results and benefits of the combined
company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed
transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements
are based on the current expectations of Spherix’s management and are not predictions of actual performance. These statements
are subject to a number of risks and uncertainties regarding the businesses of Spherix and CBM and the transaction, and actual
results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment
in which Spherix or CBM operates, including inflation and interest rates, and general financial, economic, regulatory and political
conditions affecting the industry in which Spherix or CBM operates; changes in taxes, governmental laws, and regulations; competitive
product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of Spherix’s or
CBM’s management teams; the inability of the parties to successfully or timely consummate the proposed transaction, including
the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the transaction or that the approval of the stockholders of Spherix
or CBM are not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating
the transaction or a delay or difficulty in integrating the businesses of Spherix and CBM; uncertainty as to the long-term value
of Spherix’s common stock; those discussed in the Spherix’s Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q and other documents of Spherix on file with the SEC or in the registration statement that will be filed with the SEC by Spherix.
There may be additional risks that Spherix presently does not know or that Spherix currently believes are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
provide Spherix’s expectations, plans or forecasts of future events and views as of the date of this communication. Spherix
anticipates that subsequent events and developments will cause Spherix’s assessments to change. However, while Spherix may
elect to update these forward-looking statements at some point in the future, Spherix specifically disclaims any obligation to
do so. These forward-looking statements should not be relied upon as representing Spherix’s assessments as of any date subsequent
to the date of this communication.
Item 8.01 Other Events.
On August 19, 2019, Spherix
issued a press release containing a shareholder letter, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
by reference in this Current Report.
Item 9.01. Financial
Statements and Exhibits
d) Exhibits.
The exhibit listed in the
following Exhibit Index is filed as part of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 19, 2019
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SPHERIX INCORPORATED
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By:
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/s/ Anthony Hayes
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Name:
Title:
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Anthony Hayes
Chief Executive Officer
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