0001393825-15-000008.txt : 20150130
0001393825-15-000008.hdr.sgml : 20150130
20150130141443
ACCESSION NUMBER: 0001393825-15-000008
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20150130
DATE AS OF CHANGE: 20150130
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SPHERIX INC
CENTRAL INDEX KEY: 0000012239
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 520849320
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-52113
FILM NUMBER: 15562382
BUSINESS ADDRESS:
STREET 1: 6430 ROCKLEDGE DRIVE, #503
CITY: BETHESDA
STATE: MD
ZIP: 20817
BUSINESS PHONE: 347-321-7646
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G/A
1
spex_sc13ga.txt
SPHERIX INC SC13GA
1
spex_sc13ga.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Spherix Incorporated
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
84842R304
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page. The information
required in 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).
Page 1 of 7 Pages
CUSIP No. 84842R304 13G/A Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
--
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1 share of Common Stock issuable upon conversion of
convertible preferred stock.
5,509 shares of Common Stock issuable upon exercise of
warrants
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1 share of Common Stock issuable upon conversion of
convertible preferred stock.
5,509 shares of Common Stock issuable upon exercise of
warrants
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1 share of Common Stock issuable upon conversion of
convertible preferred stock.
5,509 shares of Common Stock issuable upon exercise of
warrants
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.02%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
CUSIP No. 84842R304 13G/A Page 3 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1 share of Common Stock issuable upon conversion of
convertible preferred stock.
5,509 shares of Common Stock issuable upon exercise of
warrants (see Item 4)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1 share of Common Stock issuable upon conversion of
convertible preferred stock.
5,509 shares of Common Stock issuable upon exercise of
warrants
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1 share of Common Stock issuable upon conversion of
convertible preferred stock.
5,509 shares of Common Stock issuable upon exercise of
warrants
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.02%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
CUSIP No. 84842R304 13G/A Page 4 of 7 Pages
-----------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Spherix Incorporated a Delaware corporation (the 'Company')
(b) Address of Issuer's Principal Executive Offices
6430 Rockledge Drive, Suite 503
Bethesda, MD 20817
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management LP (the 'Investment
Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are collectively referred
to herein as 'Reporting Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such Reporting
Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the 'Common Stock')
Item 2(e) CUSIP Number
84842R304
CUSIP No. 84842R304 13G/A Page 5 of 7 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-
1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with ss240.13d-
1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5)-
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 14, 2014, indicates that the total number of
outstanding shares of Common Stock as of November 12, 2014 was 28,609,467. The
percentages set forth on Row (ll) of the cover page for each Reporting Person
is based on the Company's outstanding shares of Common Stock and assumes the
conversion of the reported convertible preferred stock and warrants.
The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd. and Hudson Bay IP Opportunities Master Fund, L.P., in whose
names the reported securities are held, may be deemed to be the beneficial
owner of all shares of Common Stock underlying the convertible preferred stock
and warrants held by Hudson Bay Master Fund Ltd. and Hudson Bay IP
Opportunities Master Fund, L.P. Mr. Gerber serves as the managing member of
Hudson Bay Capital GP LLC, which is the general partner of the Investment
Manager. Mr. Gerber disclaims beneficial ownership of these securities.
CUSIP No. 84842R304 13G/A Page 6 of 7 Pages
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect.
CUSIP No. 84842R304 13G/A Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: January 30, 2015
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER