Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

On December 19, 2008, Spherix Incorporated (the "Company") received notification (the "Notice") from Nasdaq advising the Company that, given the continued extraordinary market conditions, Nasdaq is extending the suspension of the bid price and market value of publicly held shares continued listing requirements.
Enforcement of these rules is scheduled to resume on Monday, April 20, 2009.

The Nasdaq notice provides that all companies currently in a bid price or market value compliance period, such as Spherix, will not be subject to delisting during the suspension period and will be granted an extended compliance period.

Accordingly, Spherix will have until late July 2009, to regain compliance. The Company can achieve compliance at any time during either the suspension or the extended compliance period if the bid price of its common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days. If the Company does not regain compliance with this rule by late July 2009, Nasdaq will provide notice to the Company that its common stock will be delisted from Nasdaq and the Company will have an opportunity to appeal the determination.

On November 17, 2008, the stockholders of Spherix authorized a reverse split of the Company's common stock within a range of 1:5 to 1:20. Accordingly, the Board of Directors has the authority, at any time until mid-November 2009, to determine whether and when to implement a reverse stock split and the actual ratio of such a split within the 1:5 to 1:20 range. It is expected that the Board of Directors will defer a decision on the reverse stock split until the second quarter of 2009.

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