Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - AIkido Pharma Inc. | s102294_ex23-1.htm |
EX-5.1 - EXHIBIT 5.1 - AIkido Pharma Inc. | s102294_ex5-1.htm |
As filed with the Securities and Exchange Commission on December 2, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Spherix Incorporated
(Exact name of registrant as specified in its charter)
Delaware | 2836 | 52-0849320 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
6430 Rockledge Drive, Suite 503
Bethesda, MD 20877
(703) 992-9260
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
6430 Rockledge Drive, Suite 503
Bethesda, MD 20877
Telephone (703) 992-9260
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Theodore J. Ghorra, Esq.
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Telephone: (212) 940-3000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-207078
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered(1) | Proposed offering price | Amount of registration fee(2) | ||||||
Class A Units consisting of: | ||||||||
(i) Common Stock, par value $0.0001(3) | ||||||||
(ii) Warrants to purchase Common Stock(4) | ||||||||
Class B Units consisting of: | ||||||||
(i) Series K Convertible Preferred Stock, par value $0.0001 | ||||||||
(ii) Warrants to purchase Common Stock(4) | ||||||||
Common Stock issuable upon conversion of Series K Convertible Preferred Stock(3) | ||||||||
Common Stock issuable upon exercise of Warrants to purchase Common Stock(3) | ||||||||
Total(5) | $ | 2,000,000 | $ | 201.40 |
(1) | There is being registered hereunder an indeterminate number of shares of common stock, common stock warrants and preferred stock, which may include the proceeds from sales of shares issued hereunder, as well as proceeds from any exercise of the warrants that may be offered and sold pursuant to the prospectus to which this registration statement relates. |
(2) | Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. |
(3) | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminable number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. |
(4) | No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act. |
(5) | Based on the public offering price. The registrant previously registered securities at an aggregate offering price not to exceed $10,000,000 on a Registration Statement on Form S-1 (File No. 333-207078) which was declared effective on December 1, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $2,000,000 is hereby registered. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed by Spherix Incorporated with respect to the registration of additional of its Class A Units (consisting of one share of our common stock, a Series A warrant to purchase one share of our common stock at an exercise price equal to the public offering price of the Class A Units, (“Series A warrant”), and a Series B warrant to purchase eight-tenths of a share of our common stock at an exercise price equal to 125% of the public offering price of the Class A Units, (“Series B warrant”)), and its Class B Units (consisting of one share of our Class K Convertible Preferred Stock with a stated value of $0.0001 per share and convertible into shares of our common stock at the public offering price of the Class A Units, together with the equivalent number of Series A warrants and Series B warrants as would have been issued to such purchaser if they had purchased Class A Units based on the public offering price), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-207078), which was declared effective by the Securities and Exchange Commission on December 1, 2015, are incorporated in this registration statement by reference.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 2, 2015.
SPHERIX INCORPORATED | ||
By: | /s/ Anthony Hayes | |
Anthony Hayes | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Anthony Hayes | |||
Anthony Hayes | Chief Executive Officer and Director (Principal Executive Officer) |
December 2, 2015 | |
/s/ Frank Reiner | |||
Frank Reiner | Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
December 2, 2015 | |
* | |||
Robert J. Vander Zanden | Chairman of the Board | December 2, 2015 | |
* | |||
Jeffrey Ballabon | Director | December 2, 2015 | |
* | |||
Douglas T. Brown | Director | December 2, 2015 | |
* | |||
Tim S. Ledwick | Director | December 2, 2015 | |
* | |||
Howard E. Goldberg | Director | December 2, 2015 |
*By: | /s/ Anthony Hayes | ||
Anthony Hayes, Attorney-in-Fact December 2, 2015 |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Nixon Peabody LLP | |
23.1 | Consent of independent registered public accounting firm. | |
23.2 | Consent of Nixon Peabody LLP (included in Exhibit 5.1). |