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EX-10.1 - FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AUGUST 30, 2013 - AIkido Pharma Inc. | ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2013
SPHERIX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware
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0-5576
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52-0849320
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA
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22102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (703) 992-9260
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On August 30, 2013, Spherix Incorporated (the “Company”) entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger dated April 2, 2013 (the “Merger Agreement”) with Nuta Technology Corp., the Company’s wholly owned subsidiary, and North South Holdings, Inc. (“North South”). Pursuant to the terms of the Amendment, the Company will issue 1,203,153 shares of the Company’s common stock and 1,379,685 shares of the Company’s Series D Preferred Stock, each of which is convertible into 10 shares of common stock.
Additionally, of the consideration paid, 555,072 shares of common stock and 94,493 shares of Series D Preferred Stock shall be paid into escrow for a period of one-year to cover certain indemnification obligations. The Company also agreed to file a Current Report on Form 8-K following the closing of the merger within the time period proscribed by the Securities Exchange Act of 1934, as amended, disclosing any additional material non-public information that may have been disclosed to any North-South shareholders prior to the merger.
TEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits.
The exhibit listed in the following Exhibit Index is furnished as part of this Current Report on Form 8-K.
Exhibit No.
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Description
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10.1
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First Amendment to Agreement and Plan of Merger dated August 30, 2013
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: September 4, 2013
SPHERIX INCORPORATED
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By:
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/s/ Harvey Kesner
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Name: Harvey Kesner
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Title: Interim Chief Executive Officer
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