Delaware
|
0-5576
|
52-0849320
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
6430 Rockledge Drive, Suite 503, Bethesda, MD
|
20817
|
(Address of principal executive offices)
|
(Zip Code)
|
(1)
|
To approve, in accordance with NASDAQ Listing Rule 5635, the securities issued to Rockstar Consortium US LP ("Rockstar") under the Patent Acquisition Agreement, dated December 31, 2013 (the “Patent Purchase Agreement”), whereby the Company’s wholly-owned subsidiary, Spherix Portfolio Acquisition II, Inc., acquired a suite of 101 patents and patent applications from Rockstar and the transactions contemplated thereunder (the “Patent Acquisition”), including the issuance of an aggregate of (a) 459,043 shares of Series H Convertible Preferred Stock (the “Series H Preferred Stock”), which are convertible into shares of Common Stock on a one-for-ten basis (or an aggregate of 4,590,430 shares of Common Stock) and (b) 119,760 shares of Series I Convertible Redeemable Preferred Stock of the Company, which are convertible into shares of Common Stock on a one-for-twenty basis (or an aggregate of 2,395,200 shares of Common Stock) (the “Series I Preferred Stock” and, collectively with Series H Preferred Stock, the “Preferred Shares”), as partial consideration for the Patent Acquisition and (c) the shares of Common Stock (the “Registration Right Shares”) to be issued to Rockstar in the event that the registration statement registering all the shares of Common Stock and Preferred Shares issued under the Patent Purchase Agreement is not declared effective by the Securities and Exchange Commission (the “SEC”) within sixty days after its filing;
|
Votes For
|
Votes Against
|
Abstain
|
3,423,800
|
31
|
0
|
(2)
|
To approve any potential change in control in accordance with NASDAQ Listing Rule 5635 that may result from the issuance of the Preferred Shares to Rockstar in connection with the Patent Acquisition;
|
Votes For
|
Votes Against
|
Abstain
|
3,423,800
|
31
|
0
|
(3)
|
To approve an amendment to the Spherix Incorporated 2014 Equity Incentive Plan (the "2014 Plan") to increase the number of shares available for issuance thereunder to 4,161,892 from 2,400,000 in recognition of the increased Common Stock presently outstanding since the initial stockholder approval of the 2014 Plan;
|
Votes For
|
Votes Against
|
Abstain
|
3,091,024
|
33
|
332,774
|
(4)
|
To authorize the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 40% below the market price of our Common Stock in accordance with NASDAQ Listing Rule 5635 (“Proposal 4”);
|
Votes For
|
Votes Against
|
Abstain
|
2,914,031
|
177,026
|
332,774
|
(5)
|
To authorize the issuance of securities in one of more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 30% below the market price of our Common Stock in accordance with NASDAQ Listing Rule 5635 (“Proposal 5”); and
|
Votes For
|
Votes Against
|
Abstain
|
2,914,031
|
177,026
|
332,774
|
(6)
|
To approve any change of control in accordance with NASDAQ Listing Rule 5635 that could result from the potential issuance of securities in the non-public offerings following approval of Proposal 4 or Proposal 5.
|
Votes For
|
Votes Against
|
Abstain
|
2,913,873
|
176,991
|
332,774
|
Date: April 17, 2014
|
SPHERIX INCORPORATED
By: /s/ Anthony Hayes
Anthony Hayes
Chief Executive Officer
|