Current Report Filing (8-k)
November 29 2018 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 23, 2018
SPHERIX INCORPORATED
(Exact name of registrant as specified in
its charter)
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Delaware
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000-05576
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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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One Rockefeller Plaza
New York, NY 10020
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10020
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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:
(212) 745-1374
(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 to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 27, 2018,
Spherix Incorporated (the “Company”) received a staff deficiency notice from The Nasdaq Stock Market (“Nasdaq”)
informing the Company that its common stock, par value $0.0001 per share, failed to comply with the $1.00 minimum bid price required
for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq’s letter advised the Company
that, based upon the closing bid price during the period from October 15, 2018 to November 26, 2018, the Company no longer meets
this test.
Pursuant to Nasdaq
Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until May 28,
2019, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s
common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to May 28, 2019.
Item 8.01. Other
Events.
On November 23, 2018,
the Company purchased 25% of the issued and outstanding limited liability company membership interests of Mellow Scooters, LLC,
a platform focused on the shared vehicle space, including electric scooters and dockless bicycles, for a subscription price of
$106,000.
A press release relating
to such event is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
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 hereunto duly authorized.
Dated: November 29, 2018
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SPHERIX INCORPORATED
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By:
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/s/ Anthony Hayes
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Name: Anthony Hayes
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Title: President and Chief Executive Officer
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