0001415889-13-000676.txt : 20130409 0001415889-13-000676.hdr.sgml : 20130409 20130409143840 ACCESSION NUMBER: 0001415889-13-000676 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130409 DATE AS OF CHANGE: 20130409 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kesner Harvey J CENTRAL INDEX KEY: 0001371074 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 65 E. 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPHERIX INC CENTRAL INDEX KEY: 0000012239 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 520849320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52113 FILM NUMBER: 13750784 BUSINESS ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, #503 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-897-2540 MAIL ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, #503 CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS RESEARCH INC DATE OF NAME CHANGE: 19720404 SC 13D 1 kesner13d_apr2013.htm SCHEDULE 13D kesner13d_apr2013.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Spherix Incorporated
(Name of Issuer)

Common Stock, par value $.0001 per share
(Title of Class of Securities)

84842R 304
(CUSIP Number)

Copy To:
Robert Clayton
Chief Financial Officer, Secretary and Treasurer
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102
(703) 992-9260
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

CUSIP No. 84842R 304
  

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Harvey Kesner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
PF/AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 7
SOLE VOTING POWER:
  
1,013 (1)
  
 8
SHARED VOTING POWER:
  
129,391 (2)
  
 9
SOLE DISPOSITIVE POWER:
  
1,013 (1)
  
 10
SHARED DISPOSITIVE POWER:
129,391 (2)
  
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,404
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16%  (based on 813,713 shares of Common Stock issued and outstanding as of March 18, 2013)
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
(1)   Represents options to purchase 1,013 shares of Common Stock  at an exercise price of $9.87 per share.
(2)   Represents (1) 9,397 shares of Common Stock and (2) a restricted stock award of 120,000 shares of Common Stock that may vest within 60 days held by Paradox Capital Partners LLC.  Excludes warrants to purchase 9,391 shares of Common Stock that may not be exercised and the holder may not receive shares of our Common Stock such that the number of shares of Common Stock held by the holder and his affiliates after such exercise exceeds 4.99% of the issued and outstanding shares of Common Stock unless the Company receives a written waiver of such provision in accordance with the terms of the warrant. The number of shares reflected herein is limited accordingly. Harvey Kesner is the manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities of the Company held by Paradox Capital Partners LLC.
 
 
 
 

 
CUSIP No. 84842R 304
  

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Paradox Capital Partners LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 7
SOLE VOTING POWER:
  
0
  
 8
SHARED VOTING POWER:
  
129,391 (1) (2)
  
 9
SOLE DISPOSITIVE POWER:
  
0
  
 10
SHARED DISPOSITIVE POWER:
129,391 (1) (2)
  
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,391 (1) (2)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%  (based on 813,713 shares of Common Stock issued and outstanding as of March 18, 2013)
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
(1)  
 
Harvey Kesner is the manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities held by Paradox Capital Partners LLC.
(2)  
Represents (1) 9,397 shares of Common Stock and (2) a restricted stock award of 120,000 shares of Common Stock that may vest within 60 days held by Paradox Capital Partners LLC.  Excludes warrants to purchase 9,391 shares of Common Stock that may not be exercised and the holder may not receive shares of our Common Stock such that the number of shares of Common Stock held by the holder and his affiliates after such exercise exceeds 4.99% of the issued and outstanding shares of Common Stock unless the Company receives a written waiver of such provision in accordance with the terms of the warrant. The number of shares reflected herein is limited accordingly.
 
 
 
 
Item 1.    Security and Issuer
 
The title and class of equity securities to which this Schedule 13D relates is Common Stock, par value $0.0001 per share (the "Common Stock"), of Spherix Incorporated, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 7927 Jones Branch Drive, Suite 3125, Tysons Corner, VA 22102.

Item 2.    Identity and Background

(a) This statement is filed on behalf of Harvey Kesner and Paradox Capital Partners LLC (“Paradox” and, together with the Mr. Kesner, the “Reporting Persons”).

(b) The Reporting Persons’ business address is 4 South Orange Avenue, No. 170, South Orange, NJ 07079.

(c) Mr. Kesner is a partner at a New York based securities law firm.  Paradox is a private investment company that is wholly owned by Mr. Kesner.

(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Kesner is a citizen of the United States of America. Paradox is a limited liability company formed under the laws of the state of New Jersey.

Item 3.    Source and Amount of Funds or Other Considerations

9,391 of the shares of Common Stock and warrants to purchase additional shares of Common Stock beneficially owned were acquired in November 2012 (see Item 5 below) with personal assets of Paradox Capital Partners, LLC.

Item 4.    Purpose of Transaction
 
Mr. Kesner is the sole member and manager of Paradox.  As a director of the Board of the Company and as its interim Chief Executive Officer, Mr. Kesner is routinely involved in the management of and setting of policy for the Company, and he participates with the Company’s Board of Directors in the consideration of and taking of action on significant corporate events involving the Company.  However, the shares of Common Stock held by the reporting person are held for investment purposes only, and the Reporting Persons currently have no plans or proposals which relate to or would result in any of the events or consequences listed in clauses (a) through (j) of Item 4 of Schedule 13D.  While the Reporting Persons currently have no specific plans to acquire additional shares, the Reporting Persons may do so in the future, including through the exercise of stock options and warrants that the Reporting Persons currently hold or may be granted or issued in the future.  Among other considerations, the timing and amounts of any such additional purchases will be subject to market conditions, the price at which Common Stock can be purchased, and the reporting person’s and financial condition.

Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, none of the Reporting Persons, has formulated any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 
 
 
 
Item 5.    Interest in Securities of the Issuer

(a)
As of the date hereof, Harvey Kesner beneficially owns 130,404 shares of the Issuer’s Common Stock, which represents approximately 16% of the Issuer’s Common Stock. (1)(2)

(b)
Paradox may be deemed to share voting and dispositive power over 129,391 shares of Common Stock of the Issuer (2).

   
(c)
Other than disclosed below, the Reporting Persons have not effected any transactions in the shares of the Issuer during the past 60 days:
 
In November 2012, the Company conducted a private placement of units consisting of Common Stock and warrants to purchase additional shares of Common Stock.  Each unit consisted of one share of Common Stock and a warrant to purchase an additional share of Common Stock.  Paradox purchased 9,391 units in the private placement consisting of 9,391 shares of Common Stock and warrants to purchase an additional 9,391 shares for an aggregate subscription price of $49,997.68.
 
On November 16, 2012, Mr. Kesner was awarded an option to purchase 1,013 shares of Common Stock as a part of his compensation as a member of the Board of Directors of the Company.
 
On December 31, 2012, Paradox received 120,000 shares of restricted Common Stock.  These restricted shares of Common Stock will become unrestricted shares of Common Stock upon the closing of the merger transaction described in the Company’s Current Report on Form 8-K filed on April 4, 2013.
   
(d)
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 130,404 shares of Common Stock reported in Item 5(a).
   
(e) 
Not applicable.
 
(1)  Represents options to purchase 1,013 shares of Common Stock at an exercise price of $9.87 per share.
(2)  Represents (1) 9,397 shares of Common Stock and (2) a restricted stock award of 120,000 shares of Common Stock that may vest within 60 days held by Paradox Capital Partners LLC.  Excludes warrants to purchase 9,391 shares of Common Stock that may not be exercised and the holder may not receive shares of our Common Stock such that the number of shares of Common Stock held by the holder and his affiliates after such exercise exceeds 4.99% of the issued and outstanding shares of Common Stock unless the Company receives a written waiver of such provision in accordance with the terms of the warrant. The number of shares reflected herein is limited accordingly. Harvey Kesner is the manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities held by Paradox Capital Partners LLC.
 

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the relationship between the Reporting Persons as described above under Item 2 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities

Item 7.   Material to Be Filed as Exhibits

None. 

 
 
 

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 9, 2013
 
 
Paradox Capital Partners LLC

Signature: /s/ Harvey J. Kesner
Name/Title: Harvey J. Kesner, Manager
 
 
Signature: /s/ Harvey J. Kesner
Name: Harvey J. Kesner
 
 

 
 
 

 
EXHIBIT INDEX

 
Exhibit
Number  
 
Description
   
99.1
Joint Filing Agreement with Paradox Capital Partners LLC
EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT WITH PARADOX CAPITAL PARTNERS LLC ex99-1.htm
Exhibit 99.1
 
AGREEMENT TO FILE JOINT SCHEDULE 13D
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the Common Stock of Spherix Incorporated, a Delaware  corporation.  The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
 
 
Date:  April 9, 2013
 
Paradox Capital Partners LLC
 
Signature: /s/ Harvey J. Kesner
Name/Title: Harvey J. Kesner, Manager
 
 
Signature: /s/ Harvey J. Kesner
Name: Harvey J. Kesner