SPHERIX INCORPORATED (NASDAQ:SPEX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March 19, 2018, Spherix Incorporated (the “Company”) closed its recently announced public offering of common stock for gross proceeds of approximately $3.0 million. The offering was a shelf takedown off of the Company’s registration statement on Form S-3 (File No. 333-222488) and was conducted to a placement agency agreement (the “Agreement”) between the Company and Laidlaw & Company (UK) Ltd., the soleplacementagent, on a best-efforts basis with respect to the offering (the “Placement Agent”), that was entered into on March 14, 2018. The Company sold 2,222,222 shares of its common stock in the offering at a purchase price of $1.35 per share. The material terms of the offering are described in a prospectus supplement which was filed by the Company with the Securities and Exchange Commission to Rule 424(b) under the Securities Act of 1933, as amended, on March 16, 2018. The Agreement contains customary representations, warranties and agreements of the Company and the Placement Agent. The Company also agreed in the Agreement to indemnify the Placement Agent against certain liabilities.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
A copy of the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the securities offered by the Company is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| 5.1 | Opinion of Ellenoff Grossman & Schole LLP |
| 23.1 | Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1) |
SPHERIX INC ExhibitEX-5.1 2 s109403_5-1.htm EXHIBIT 5.1 Exhibit 5.1 March 19,…To view the full exhibit click here
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.