NEW YORK, Sept. 9, 2019 /PRNewswire/ -- Spherix
Incorporated (Nasdaq: SPEX) today announced results from the
Special Meeting of Shareholders held on September 5th (the "Meeting").
At the Meeting, the Company's shareholders approved the issuance
of shares of our Common Stock, including shares of our common stock
underlying Series L convertible preferred stock, to be issued by us
pursuant to the terms of that certain Asset Purchase Agreement,
dated May 15, 2019, by and between
the Company and CBM BioPharma, Inc., as amended by Amendment No. 1
to the Asset Purchase Agreement, dated May
30, 2019, in an amount equal to or in excess of 20% of our
common stock outstanding before the issuance of such common stock
and such Series L convertible preferred stock (including upon the
operation of anti-dilution provisions contained in such Series L
convertible preferred stock).
Shareholders also approved the amendment to the Company's
Amended and Restated Certificate of Incorporation to decrease the
number of authorized shares of common stock from 100,000,000 to
99,000,000.
As a result of obtaining these shareholder approvals, the
Company will seek to close the CBM BioPharma, Inc. acquisition
expeditiously upon satisfaction of remaining closing conditions or
waiver thereof. The Company is also moving forward with
issuing a special dividend, as previously discussed. Complete
details regarding the dividend will be announced shortly.
The detailed voting results for the Meeting are provided in the
Company's Form 8-K, filed with the Securities and Exchange
Commission on September 6, 2019.
About Spherix
Spherix Incorporated is a technology
development company committed to the fostering of innovative ideas.
Spherix Incorporated was formed in 1967 as a scientific research
company.
Our activities generally include the acquisition and development
of technology 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.
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's and CBM's industry, future events,
the proposed transaction between the parties to the Asset Purchase
Agreement, the estimated or anticipated future results and benefits
of the 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 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 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 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 assets of
CBM; delays or failure to obtain any required approvals for the
proposed special dividend; 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.
Contact:
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Investor
Relations:
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Hayden IR
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Brett Maas, Managing
Partner
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Phone: (646)
536-7331
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Email:
brett@haydenir.com
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www.haydenir.com
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Spherix:
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Phone:
212-745-1373
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Email:
investorrelations@spherix.com
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www.spherix.com
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SOURCE Spherix Incorporated