1.
|
Names
of Reporting Persons.
|
Mitchell
P. Kopin
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
☐
(b) ☐
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
United
States of America
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole
Voting Power
|
0
|
6.
|
Shared
Voting Power
|
549,178
|
7.
|
Sole
Dispositive Power
|
0
|
8.
|
Shared
Dispositive Power
|
549,178
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
549,178
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
3.6%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN;
HC
|
1.
|
Names
of Reporting Persons.
|
Daniel B. Asher
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
☐
(b) ☐
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
United
States of America
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole
Voting Power
|
0
|
6.
|
Shared
Voting Power
|
549,178
|
7.
|
Sole
Dispositive Power
|
0
|
8.
|
Shared
Dispositive Power
|
549,178
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
549,178
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
3.6%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN;
HC
|
1.
|
Names
of Reporting Persons.
|
Intracoastal Capital LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
☐
(b) ☐
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole
Voting Power
|
0
|
6.
|
Shared
Voting Power
|
549,178
|
7.
|
Sole
Dispositive Power
|
0
|
8.
|
Shared
Dispositive Power
|
549,178
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
549,178
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
3.6%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
OO
|
Item
1.
Spherix Incorporated (the “Issuer”)
|
(b)
|
Address
of Issuer’s Principal Executive Offices
|
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Item
2.
|
(a)
|
Name
of Person Filing
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence
|
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr.
Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal”
and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
|
(d)
|
Title
of Class of Securities
|
Common
stock, $0.0001 par value per share, of the Issuer (the “Common Stock”).
84842R502
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Item 4. Ownership.
(a)
and (b):
(i)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on March 3, 2020 (the
“SPA”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on
March 9, 2020), each of the Reporting Persons may have been deemed to beneficially own 535,576 shares of Common Stock, which
consisted of (i) 530,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated
by the SPA and (ii) 5,576 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the
closing of the transaction contemplated by the SPA (“Intracoastal Warrant 1”), and all such shares of
Common Stock in the aggregate represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1)
4,825,549 shares of Common Stock outstanding immediately prior to the execution of the SPA as reported by the Issuer plus (2)
530,000 shares of Common Stock that were to be issued to Intracoastal at the closing of the transaction contemplated by the
SPA, (3) 5,576 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes: (I) 809,598
shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker
provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only
to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates
and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99%
of the Common Stock, (II) 285,714 shares of Common Stock issuable upon exercise of a second warrant to be issued to
Intracoastal upon the closing of the transaction contemplated by the SPA (“Intracoastal Warrant 2”)
because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to
exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with its affiliates and any other persons acting as a group together with the
holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (III) 294,737 shares of Common Stock
issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 3”) because Intracoastal
Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal
Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with its affiliates and any other persons acting as a group together with the holder or any of the
holder’s affiliates, of more than 4.99% of the Common Stock, and (IV) 123,421 shares of Common Stock issuable upon
exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant
4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to
the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with its affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates,
of more than 4.9% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to
beneficially own 2,049,046 shares of Common Stock.
(ii) As of the close of business on March 11, 2020, each of the Reporting
Persons may be deemed to beneficially own 549,178 shares of Common Stock, which consists of (i) 131,010 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1, (ii) 294,737 shares of Common Stock issuable upon exercise of Intracoastal Warrant
3 and (iii) 123,421 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4, and all such shares of Common
Stock in the aggregate represent beneficial ownership of approximately 3.6% of the Common Stock, based on (1) 11,682,693 shares
of Common Stock outstanding as of March 6, 2020, as reported by the Issuer, plus (2) 969,878 shares of Common Stock issued upon
exercise of Intracoastal Warrant 1 and Intracoastal Warrant 2, (3) 2,090,909 shares of Common Stock issued in connection with the
closing of the transaction disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 10,
2020, (4) 131,010 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (5) 294,737 shares of Common Stock issuable
upon exercise of Intracoastal Warrant 3 and (6) 123,421 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4.
|
(c)
|
Number
of shares as to which each Reporting Person has:
|
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 549,178 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 549,178 .
Item 5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not
applicable.
Item 8. Identification and Classification of Members of the Group
Not
applicable.
Item 9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
March 12, 2020
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
March 12, 2020
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
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