Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

Thomas B. Peter has been elected as an independent member of Spherix's Board of Directors. Following an in-depth search, Spherix's Nominating Committee selected Mr. Peter based on his lengthy career in the pharmaceutical industry, including direct experience with Avandia, a diabetes drug. Mr. Peter has spent more than 33 years working at GlaxoSmithKline, where he was most recently a Regional Vice President. He also held numerous positions across the sales and marketing functions, and was actively involved in the promotion of Avandia and the subsequent combinations of Avandia with metformin and a sulfonylurea from the time of their respective market introductions. Mr. Peter will also serve on Spherix's Compensation and Nominating Committees.

Spherix's Board of Directors has elected Dr. Robert J. Vander Zanden to serve as Chairman of the Board. Dr. Vander Zanden was previously elected Interim Chairman following the death of its former Chairman, A. Paul Cox, Jr., earlier this year. Dr. Vander Zanden joined the Board in 2004 following his retirement from Kraft Foods International, after having served in two Vice President positions.

Spherix's Board of Directors also confirmed continuation of the compensation payable to its independent members without change in the amount or composition of the compensation. The annual retainer and restricted stock awards will be payable at the annual May Board meetings. A summary of this compensation package is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

Exhibit 10.1 - Spherix Independent Board of Directors Compensation

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