8-K

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)		June 23, 2009
Spherix Incorporated
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
Delaware	0-5576			52-0849320
(Address of principal executive offices) 6430 Rockledge Drive, Suite 503, Bethesda, Maryland				(Zip Code) 20817
Registrant’s telephone number, including area code			301-897-0613
(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 (see General Instruction A.2. below):
¨ 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))

Section 1 – Registrant’s Business and Operations.

Item 1.02. Termination of a Material Definitive Agreement.

Spherix Incorporated (the “Registrant”) and Arla Foods Ingredients Amba (“Arla”) have terminated the 1996 license agreement pursuant to which the Registrant granted Arla the food and beverage rights to tagatose.  Registrant and Arla have fully released one another from all obligations.

A copy of the Mutual Withdrawal Agreement is attached hereto as Exhibit 10.1.

A copy of the press release announcing this news is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Mutual Withdrawal Agreement
99.1	June 23, 2009 Press Release

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.

Spherix Incorporated
(Registrant)
By:	/s/ Claire L. Kruger
Claire L. Kruger, CEO and COO
Date:  June 23, 2009

EX-10.1

EX-99.1