SPHERIX INCORPORATED (NASDAQ:SPEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.

On July 18, 2017 (the “Closing Date”), Spherix Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Laidlaw & Company (UK) Ltd. (“Laidlaw”) with respect to the issuance and sale of an aggregate of 1,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in a firm commitment underwritten public offering (the “Offering”) to the Underwriting Agreement. Each Share was sold for a price of $2.00 for aggregate gross proceeds of $2,500,000.

to the Underwriting Agreement, the Company has granted Laidlaw a 45-day option to purchase up to an additional 187,500 of Shares to cover over-allotments, if any (the “Over-Allotment”).

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and agreements made by the parties in the Underwriting Agreement were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties, and should not be deemed to be a representation, warranty or agreement to or in favor of any other party. In addition, the assertions embodied in any representations, warranties and agreements contained in the Underwriting Agreement may be subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties or agreements were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations, warranties and agreements should not be relied on as accurately representing the current state of the Company’s affairs at any time.

The Offering closed on July 24, 2017. The Offering was made to the Company’s Registration Statement on Form S-1 (File No. 333-218216), filed with the U.S. Securities and Exchange Commission under the Securities Act, including Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto, which became effective on July 18 2017.

The net proceeds of the Offering are approximately $2,114,583, after deducting the underwriting discounts and commissions (equivalent to 8% of gross proceeds) and estimated offering expenses.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 8.01Other Events

On July 19, 2017, the Company issued a press release announcing the pricing of the Offering, and on July 24, 2017, the Company issued a press release announcing the closing of the Offering. Copies of such releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, hereto and incorporated herein by reference.

SPHERIX INC Exhibit
EX-1.1 2 s106886_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   1,…
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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.