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)
| Delaware | 000-05576 | 52-0849320 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
One Rockefeller Plaza New York, NY 10020 |
10020 |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | 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)) |
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. ☐
1
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.
| (d) | Exhibits. |
| 99.1 | Press release, dated November 26, 2018 |
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
| SPHERIX INCORPORATED | ||
| By: | /s/ Anthony Hayes | |
| Name: Anthony Hayes | ||
| Title: President and Chief Executive Officer | ||
Exhibit 99.1
Spherix Announces Ownership Interest in Electric Scooter Business
The Next Generation of Human Transportation Meets Innovation in Ownership
NEW YORK, Nov. 26, 2018 /PRNewswire/ -- Spherix Incorporated (Nasdaq: SPEX) today announced it has secured an ownership interest in Mellow Scooters, LLC, a leading-edge company that enables anyone to own and operate a personal fleet of electric scooters and dockless bicycles to generate revenue.
Mellow’s unique system allows entrepreneurs both small and large scale to operate a local business leveraging Mellow’s proprietary software. From renting out an unused road bike, to running a fleet of hundreds of electric scooters, Mellow provides a flexible entry for anyone interested in the growing shared vehicles space. The Mellow website, www.ridemellow.com, explains the concept of the system through its Mellow Owner and Rider walkthrough guides.
“We believe in empowering citizens, small businesses, and cities to localize operation of shared vehicles and keep the generated revenue for schools, infrastructure and the betterment of their own shared spaces. We have closely studied this fast-growing area of human transportation and believe we have identified a tremendous opportunity to change who can participate in this developing space. The core of Mellow’s business, enabling local economies to keep revenue generated through transit, is an equitable approach designed to provide a safer, more stable environment. Instead of giving a distant business control of a city’s transit, cities and small businesses can elect to run their own Mellow operation and harness revenue from last mile transit. The current state of private companies taking advantage of city resources (i.e. sidewalk space, emergency dispatch teams, transit revenue) appears to be unfair and potentially unsustainable in the long term,” stated Chris Hoyle, CEO of Mellow.
Anthony Hayes, CEO of Spherix commented, “Leading up to our acquisition of CBM BioPharma, Spherix had been incubating Mellow and we are proud of its advancements. Mellow is uniquely positioned to take advantage of a gap in the rapidly growing electric scooter and bike sharing business and we are proud to now own twenty five percent (25%) of Mellow. Chris Hoyle is an exceptional, bright entrepreneur and we are excited to support his vision. Our ownership interest in Mellow gives our shareholders the potential opportunity to participate in the electronic scooter and bike sharing industry, while Spherix continues its commitment to the acquisition of CBM and the advancement of its important cancer fighting drugs.”
Additional information about the investment will be available in the Form 8-K, filed by Spherix with the Securities and Exchange Commission.
About Spherix
Spherix is committed to advancing innovation and technology by active participation in all areas of the patent market. Spherix draws on portfolios of pioneering technology patents to partner with and support product innovation. In addition to patent monetization efforts, Spherix has been transitioning to focus our efforts as a technology development company. These efforts have focused on biotechnology research and blockchain technology research. The Company’s biotechnology research development includes investments in Hoth Therapeutics Inc. and the proposed merger with CBM BioPharma, Inc. (“CBM”). In the field of blockchain research, Spherix has invested in DatChat and The Bit Daily. DatChat is a privately held personal privacy platform, focused on Encrypted Communication, Internet Security and Digital Rights Management. The Bit Daily (www.thebitdaily.com) is a daily newsletter that summarizes the current blockchain and cryptocurrency news.
About Mellow Scooters, LLC
Mellow is a leading edge company that allows anyone to own and operate their personal fleet of dockless bicycles and electric scooters to generate revenue. For more information, go to www.ridemellow.com.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
Contact:
| Investor Relations: | Hayden
IR Brett Maas, Managing Partner Phone: (646) 536-7331 Email: brett@haydenir.com www.haydenir.com |
| Spherix: | Phone:
212-745-1373 Email: investorrelations@spherix.com www.spherix.com |