Item 8.01. Other Events.
As previously reported in its
Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2019, on May 15, 2019, Spherix Incorporated, a Delaware corporation
(the “Company” or “Spherix”) entered into an Asset Purchase Agreement (as amended, the “Asset Purchase
Agreement”) with CBM BioPharma, Inc. (“CBM”), pursuant to which the Company agreed to purchase certain assets
of CBM, including, among other things, a license agreement relating to certain technologies in the areas of acute myeloid leukemia
(AML), acute lymphoblastic leukemia (ALL), acral lentiginous melanoma and pancreatic cancer, university contracts, and contracts
with a chief scientist and an advisory board (the “Asset Acquisition” and together with the other transactions contemplated
by the Asset Purchase Agreement, the “Transactions”). As previously reported on a Current Report on
Form 8-K
filed
on May 31, 2019, on May 30, 2019, the Company entered into Amendment No. 1 to the Asset Purchase Agreement with CBM, pursuant to
which the Asset Purchase Agreement was amended to include a termination fee upon the occurrence of certain events set forth thereunder.
On June 19, 2019, the Company
issued a press release announcing the filing of a preliminary proxy statement for the Asset Acquisition. The press release of the
Company is attached as
Exhibit 99.1
hereto and is incorporated into this Item 8.01 by reference.
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 Transactions between the parties to
the Asset Purchase Agreement, the estimated or anticipated future results and benefits of the Company following the Transactions,
including the likelihood and ability of the parties to successfully consummate the proposed Transactions, 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 Transactions, 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 Transactions, 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 Transactions or that the approval of the stockholders of
Spherix are not obtained; failure to realize the anticipated benefits of the Transactions, including as a result of a delay in
consummating the Transactions 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, except as required by law. These forward-looking statements should not be relied upon as representing
Spherix’s assessments as of any date subsequent to the date of this report.
Additional Information about the Transactions and Where
to Find It
In connection with the Asset Acquisition
and the other Transactions, the Company has filed a preliminary proxy statement and will file a definitive proxy statement with
the SEC. Investors and security holders of the Company are advised to read the preliminary proxy statement, and amendments
thereto, and, when available, the definitive proxy statement in connection with the Company’s solicitation of proxies for
its stockholders’ meeting to be held to approve the Asset Acquisition and the other Transactions because the proxy statements
will contain important information about the Asset Acquisition and the other Transactions and the parties thereto. The definitive
proxy statement and other relevant materials will be mailed to stockholders of the Company as of a record date to be established
for voting on the Asset Acquisition and the other Transactions. Stockholders 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
The Company, CBM, and their respective directors,
executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of the Company’s stockholders in connection with the Asset Acquisition and the other Transactions. Information
regarding the participants is available in the preliminary proxy statement filed by the Company with the SEC on June 18, 2019.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
is contained in the preliminary proxy statement, which can be obtained free of charge from the sources indicated above.
Disclaimer
This report 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.