NEW YORK, June 19, 2019 /PRNewswire/ -- Spherix
Incorporated (Nasdaq: SPEX) today announced that it has filed a
Preliminary Proxy Statement with the Securities and Exchange
Commission and announced a Special Meeting of Stockholders related
to approving various items related to the proposed and previously
announced acquisition of substantially all of the assets of CBM
BioPharma, Inc. ("CBM").
The acquisition of the CBM assets constitutes another step in
Spherix's continued transformation into an innovative
pharmaceutical company with pioneering drugs and treatments focused
on the development and commercialization of oncology therapeutics.
CBM is a privately held pharmaceutical company with exclusive drug
development rights from world renowned partners like Wake Forest University and University of Texas. CBM has a team of leading drug
development scientists who will be joining the Spherix Advisory
Board. The CBM platform focuses on the treatment of numerous
cancers, including Acute Myeloid Leukemia (AML), Acute
Lymphoblastic Leukemia (ALL) and pancreatic cancer.
Spherix recently acquired a 20% ownership interest in
CBM. That 20% ownership stake puts Spherix in a position to
benefit from any dividend distribution made by CBM from any
potential sale of Spherix stock that CBM receives from the
transaction.
Mr. Anthony Hayes, CEO of Spherix
stated, "We are moving methodically and expeditiously to complete
this transformative merger, wherein we will become a diversified
biopharmaceutical company with a compelling portfolio of potential
compounds to develop and commercialize. The deal is structured in a
way as to minimize the cash outlay and create a structure that we
hope will allow Spherix to be paid back a portion of its CBM
investment. As a 20% owner of CBM, Spherix will be in a position to
receive 20% of all dividends that CBM may make if CBM sells any
portion of its Spherix stock. These dividends can be used to
further advance the newly purchased CBM technology, without any
additional dilution to shareholders."
About Spherix Incorporated
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. Recently, the Company has consummated
strategic investments with Hoth Therapeutics, Inc. and DatChat,
Inc. and recently agreed to acquire substantially all of the assets
of CBM BioPharma, Inc.
About CBM BioPharma, Inc.
CBM BioPharma, Inc. (www.cbmbiopharmainc.com) is a privately
held pharmaceutical company with exclusive drug development rights
from world renowned partners like Wake Forest
University and University of
Texas. The Company has a team of leading drug development
scientists who help advance their technology. The CBM platform
focuses on the treatment of numerous cancers, including Acute
Myeloid Leukemia (AML), Acute Lymphoblastic Leukemia (ALL) and
pancreatic cancer.
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 or
that the approval of the stockholders of Spherix 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; 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, in the preliminary proxy statement and, when
available, the definitive proxy statement 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.
Additional Information
In connection with the proposed transaction between Spherix
Incorporated ("Spherix" or the "Company") and CBM BioPharma, Inc.,
a Delaware corporation ("CBM")
(the "Proposed Transaction"), has filed a preliminary proxy
statement of Spherix with the Securities and Exchange Commission
(the "SEC"). When available, Spherix will mail a definitive proxy
statement and other relevant documents to its
stockholders. Investors and security holders of Spherix are
advised to read, when available, the preliminary proxy statement,
and amendments thereto, and the definitive proxy statement in
connection with Spherix's solicitation of proxies for its special
meeting of stockholders to be held to approve the Proposed
Transaction because the proxy statement will contain important
information about the Proposed Transaction and the parties to the
Proposed Transaction. The definitive proxy statement will be mailed
to stockholders of Spherix as of a record date to be established
for voting on the Proposed Transaction. Shareholders will also be
able to obtain copies of the proxy statement, without charge, once
available, at the SEC's website at www.sec.gov or by
directing a request to: Spherix Incorporated, One Rockefeller Plaza,
11th Floor, New York,
NY 10020.
Participants in the Solicitation
Spherix and CBM and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Spherix's stockholders in connection with the Proposed
Transaction. Investors and security holders may obtain more
detailed information regarding the names and interests in the
Proposed Transaction of Spherix's directors and officers in
Spherix's filings with the SEC, including Spherix's Annual Report
on Form 10-K for the year-ended December 31,
2018, which was filed with the SEC on March 14, 2019, Spherix's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2019, which was filed with the SEC on
May 15, 2019, and in the preliminary
proxy statement for the Proposed Transaction filed with the SEC on
June 18, 2019.
Disclaimer
This release shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
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