SPHERIX INCORPORATED (NASDAQ:SPEX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 5, 2019, Spherix Incorporated (the “Company”) held its special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved: (i) for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of our Common Stock, including shares of our Common Stock underlying Series L convertible preferred stock (the “Series L Preferred Stock”), issued by us 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 Preferred Stock (including upon the operation of anti-dilution provisions contained in such Series L Preferred Stock), (ii) 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. Stockholders of record at the close of business on July 22, 2019 were entitled to one vote for each share of common stock, 0.1238 votes per share of Series D Convertible Preferred Stock and 0.1238 votes per share of Series D-1 Convertible Preferred Stock held. On July 22, 2019, there were 2,354,421 shares of common stock issued and outstanding, 4,725 shares of Series D Convertible Preferred Stock issued and outstanding and 834 shares of Series D-1 Convertible Preferred Stock issued and outstanding, of which 1,596,989 votes were represented at the Meeting, or approximately 67.8% of the total outstanding voting power of the Company’s capital stock, which was sufficient to constitute a quorum.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – Approval of Issuance
For purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of our Common Stock was approved, including shares of our Common Stock underlying Series L convertible preferred stock (the “Series L Preferred Stock”), issued by us 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 Preferred Stock (including upon the operation of anti-dilution provisions contained in such Series L Preferred Stock). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 510,731 | 276,589 | 38,397 | 771,272 | ||||
Proposal No. 2 – Approval of Charter Amendment
The amendment to the Certificate of Incorporation to decrease the number of authorized shares of Common Stock from 100,000,000 to 99,000,000 was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 1,525,605 | 25,116 | 46,268 | – | ||||
About SPHERIX INCORPORATED (NASDAQ:SPEX)
Spherix Incorporated is an intellectual property company that owns patented and unpatented intellectual property. The Company is a patent commercialization company focused on generating revenues from the monetization of intellectual property. The Company acquires intellectual property from patent holders in order to maximize the value of the patent holdings by conducting and managing a licensing campaign. Its activities generally include the acquisition and development of patents through internal or external research and development. In addition, it seeks to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications. Its patent portfolio includes both the United States and foreign patents and pending patent applications in the wireless communications and telecommunication sectors, including data, optical and voice technology, antenna technology, wireless fidelity (Wi-Fi), base station functionality, and cellular.
