Item 8.01 Other Events.

On November 19, 2008, Spherix Incorporated (the "Company") issued a press release announcing that, at a special meeting of stockholders held on November 17, 2008, the Company's stockholders voted to approve an amendment to the Company's Certificate of Incorporation, as amended, to (a) effect a reverse stock split of the Company's outstanding common stock of not less than 1-for-5 and not more than 1-for-20 (with the exact ratio to be set within that range by the Board of Directors without further approval by stockholders); and (b) decrease the total number of shares of common stock that the Company is authorized to issue in a proportionate manner.

The Board of Directors will be assessing the appropriateness and size of a reverse stock split. If a reverse stock split is approved by the Board of Directors, the result would be that a specific number of shares of common stock between and including five (5) and twenty (20) would be combined into one (1) share of common stock. The Board or Directors has the authority to implement the reverse stock split at any time within twelve (12) months of the special stockholders meeting.

As a result of the NASDAQ's recent suspension of enforcement of its minimum price requirement, the Company has until April 23, 2009 to achieve compliance with the $1.00 per share minimum price requirement. Accordingly, it is expected that the Board of Directors will defer action on the reverse stock split until early 2009.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description ----------- ----------- 99.1 Press Release issued by Spherix Incorporated on November 19, 2008.