SPHERIX INCORPORATED (NASDAQ:SPEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported on a Quarterly Report on Form 10-Q dated May 15, 2019, Spherix Incorporated, a Delaware corporation (the “Company”), entered into that certain Asset Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM BioPharma, Inc., a Delaware corporation (“CBM”), which was amended on May 30, 2019 by that certain Amendment No. 1 to Asset Purchase Agreement (collectively, the “Purchase Agreement”). On December 5, 2019, the Company entered into Amendment No. 2 (the “Amendment No. 2”) to the Purchase Agreement. to the Amendment No. 2, the Purchase Agreement was amended to, among other things, (i) remove references to the issuance of Series L Convertible Preferred Stock (the “Series L Preferred Stock”) from the Stock Consideration (as defined below) that the Company was to pay CBM, such that all Stock Consideration would instead only take the form of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), for an aggregate of 1,939,058 shares of Common Stock to be issued as Stock Consideration at closing, (ii) change the percentage of the Stock Consideration that the Company was to deposit with VStock Transfer, LLC, as the escrow agent (“VStock”), to be held in escrow, to seven percent (7%), and (iii) remove references to the requirement that the Company file a Certificate of Designations of Preferences, Rights and Limitations of the Series L Preferred Stock with the Delaware Secretary of State.
On December 5, 2019, the Company completed the acquisition of substantially all of the assets, properties and rights of CBM (the “Acquisition”) to the Purchase Agreement. As consideration for the Acquisition, the Company paid to CBM $8,000,000, consisting of (i) $1,000,000 in cash (the “Cash Consideration”) and (ii) an aggregate of 1,939,058 shares (the “Stock Consideration”) of the Company’s Common Stock at a price per share of $3.61. The Cash Consideration is being held back and retained by the Company, and will become payable to CBM upon the consummation by the Company of the first sale of the Company’s Common Stock or any other equity or equity-linked financing of the Company to investors in or more transactions, after the date of the Purchase Agreement, for which the Company receives aggregate gross proceeds of greater than $2,000,000 (a “Qualified Financing”). Upon the consummation of the Qualified Financing, the Company shall retain the first $2,000,000 of the gross proceeds from the Qualified Financing and CBM shall receive one hundred percent (100%) of the gross proceeds of such Qualified Financing received by the Company in excess of $2,000,000 as well as the gross proceeds of any subsequent equity financings by the Company until the Cash Consideration amount is satisfied in full. Additionally, at closing, seven percent (7%) or 135,734 shares of Common Stock of the Stock Consideration was deposited with VStock, the Company’s transfer agent, to be held in escrow for six months post-closing to satisfy certain indemnification obligations to the terms and conditions of the Purchase Agreement, and ninety-three percent (93%) or 1,803,324 shares of the Stock Consideration was issued and delivered to CBM.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement and all amendments thereto, which are filed as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.
Item 7.01 Other Events.
On December 10, 2019, the Company issued a press release announcing the closing of the Acquisition, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference in this Current Report.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
| 10.3 | Amendment No. 2 to Asset Purchase Agreement, dated as of December 5, 2019, by and between the Company and CBM BioPharma, Inc. |
| 99.1 | Press Release, dated December 10, 2019 |
SPHERIX INC Exhibit
EX-10.3 2 f8k120519ex10-3_spherixinc.htm AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT,…
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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.