NEW YORK, May 16, 2019 /PRNewswire/ -- Spherix Incorporated
(Nasdaq: SPEX) ("Spherix" or the "Company") today announced that
the Company filed its Form-10Q for the period ended March 31, 2019, which showed total assets of
$11,937,000.00 and liabilities of
$982,000.00, with 2,010,074 shares of
common stock outstanding.
In addition, the Company announced a restructuring of the terms
of its proposed merger with CBM BioPharma, Inc. (CBM), a
Delaware corporation. In
lieu of the previously announced merger, the Company announced the
terms of an Asset Purchase Agreement with CBM, whereby the Company
purchased substantially all of CBM's assets including, among other
things, a license agreement, university contracts, and contracts
with a Chief Scientific Officer, as well as a Scientific advisory
board. The revised agreement is significantly less dilutive
to Spherix shareholders, as Spherix is paying $8,000,000.00 to CBM in total compensation, as
opposed to the previously announced $16,500,000.00, as more fully set forth in the
Company's filings. The acquisition of CBM's assets is pending
shareholder approval.
In addition, the Company announced that it purchased a 20%
shareholder's stake in CBM along with certain interests in DatChat,
Inc. Spherix was successful in acquiring these interests in CBM at
a substantial discount to CBM's valuation. The 20%
shareholder stake in CBM will give Spherix the ability to
participate in any dividends declared by CBM in the future.
Mr. Anthony Hayes, CEO of Spherix
stated, "The revised negotiated terms with CBM BioPharma in the
Asset Purchase Agreement will introduce valuable assets into the
Spherix family. The new agreement will be less dilutive to Spherix
shareholders. I am also pleased to note that CBM has received
some early, favorable correspondence from the Patent Office about
its University of Texas patent
applications. We will provide additional information as it
comes available, but it is certainly a positive development for
CBM."
"Post-closing, Spherix shareholders will still own a majority
interest in the Company. Further, Spherix's 20% ownership in
CBM is an accretive benefit to Spherix shareholders and by having
an ownership interest in CBM, Spherix will participate in any
dividend distributions made by CBM in the future. This may
include cash dividends that might result from the future sale of
Spherix stock. We look forward to sharing additional information
with our shareholders about the proposed asset purchase in the
upcoming weeks through both investor outreach and our upcoming SEC
filings."
In addition to the CBM announcement, the Company's Board of
Directors under authority granted by the Company's stockholders at
the Company's 2019 Annual Meeting, approved a reverse stock split
of its common shares at a ratio of 1-for-4.25. The reverse stock
split became effective on May 10,
2019, when the shares began trading on the split-adjusted
basis on the Nasdaq Capital Market, under the Company's existing
trading symbol "SPEX".
Further information about the proposed asset purchase agreement
and reverse stock split are provided in the Company's Form 10-Q
which was filed on May 15, 2019, with
the Securities and Exchange Commission.
About Spherix
Spherix Incorporated is a technology development company
committed to the fostering of innovative ideas. Spherix
Incorporated was formed in 1967 as a scientific research
company.
Our activities generally include the acquisition and development
of technology through internal or external research and
development. In addition, we seek to acquire existing rights to
intellectual property through the acquisition of already issued
patents and pending patent applications, both in the United States and abroad. We may alone, or
in conjunction with others, develop products and processes
associated with technology development and monetizing related
intellectual property.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as "may", "should", "would", "plan", "intend", "anticipate",
"believe", "estimate", "predict", "potential", "seem", "seek",
"continue", "future", "will", "expect", "outlook" or other similar
words, phrases or expressions. These forward-looking statements
include statements regarding Spherix's and CBM's industry, future
events, the proposed transaction between the parties to the Asset
Purchase Agreement, the estimated or anticipated future results and
benefits of the Company following the transaction, including the
likelihood and ability of the parties to successfully consummate
the proposed transaction, future opportunities for the combined
company, and other statements that are not historical facts. These
statements are based on the current expectations of Spherix's
management and are not predictions of actual performance. These
statements are subject to a number of risks and uncertainties
regarding the businesses of Spherix and the transaction, and actual
results may differ materially. These risks and uncertainties
include, but are not limited to, changes in the business
environment in which Spherix or CBM operates, including inflation
and interest rates, and general financial, economic, regulatory and
political conditions affecting the industry in which Spherix or CBM
operates; changes in taxes, governmental laws, and regulations;
competitive product and pricing activity; difficulties of managing
growth profitably; the inability of the parties to successfully or
timely consummate the proposed transaction, including the risk that
any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the transaction or
that the approval of the stockholders of Spherix are not obtained;
failure to realize the anticipated benefits of the transaction,
including as a result of a delay in consummating the transaction or
a delay or difficulty in integrating the assets of CBM; uncertainty
as to the long-term value of Spherix's common stock; those
discussed in the Spherix's Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q and other documents of Spherix on
file with the SEC or in the registration statement that will be
filed with the SEC by Spherix. There may be additional risks that
Spherix presently does not know or that Spherix currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements provide Spherix's expectations, plans or
forecasts of future events and views as of the date of this
communication. Spherix anticipates that subsequent events and
developments will cause Spherix's assessments to change. However,
while Spherix may elect to update these forward-looking statements
at some point in the future, Spherix specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing Spherix's assessments as of any date
subsequent to the date of this communication.
Contact:
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Investor
Relations:
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Hayden IR
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Brett Maas, Managing
Partner
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Phone: (646)
536-7331
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Email:
brett@haydenir.com
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www.haydenir.com
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Spherix:
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Phone:
212-745-1373
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Email:
investorrelations@spherix.com
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www.spherix.com
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SOURCE Spherix Incorporated