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EX-99 - EXHIBIT 99-1 - AIkido Pharma Inc.s102722_ex99-1.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): February 26, 2016

 

  SPHERIX INCORPORATED  
  (Exact Name of Registrant as Specified in
Charter)
 

 

Delaware   0-5576   52-0849320

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

6430 Rockledge Drive, Suite 503

Bethesda, MD

      20817
(Address of principal executive offices)       (Zip Code)

 

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 5.07    Submission of Matters to a Vote of Security Holders

 

On February 26, 2016, Spherix Incorporated (the “Company”) held a special meeting (the “Special Meeting”) of its stockholders, which had been adjourned from February 22, 2016.

 

The matters voted on at the Special Meeting and the results of the votes were as follows:

  

1.   The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-12 and 1-for-24, such ratio to be determined by the board of directors of the Company.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 25,177,283    4,216,235    52,440    - 

 

2.   The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 200,000,000 shares to 100,000,000 shares.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 26,698,211    2,633,646    114,101    - 

 

3.   The stockholders approved an amendment to the Spherix Incorporated 2014 Equity Incentive Plan (the “2014 Plan”) to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 4,161,892 to 8,250,000 (disregarding the effect of any reverse stock split).

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 9,815,760    5,953,806    224,491    13,451,901 

 

4.   The stockholders approved the proposal to adjourn the Special Meeting, if necessary, including to solicit additional proxies, in the event that there were not sufficient votes to approve any of the foregoing proposals.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 24,951,255    3,590,039    904,664    - 

 

Item 9.01.  Financial Statements and Exhibits

 

d)           Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit No.   Description
     
99.1   Press Release, dated February 29, 2016

 

 

 

  

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:  February 29, 2016

  

  SPHERIX INCORPORATED  
     
By:  /s/ Anthony Hayes  
  Name: Anthony Hayes  
  Title: Chief Executive Officer