On November 16, 2009, Spherix Incorporated (the "Company") and certain investors entered into a securities purchase agreement, pursuant to which the Company agreed to sell an aggregate of 2,760,870 shares of its common stock and warrants to purchase up to an additional 1,104,348 shares of its common stock to such investors for gross proceeds of approximately $6.3 million. The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase 0.40 of a share of common stock. The purchase price per unit is $ 2.30. Subject to certain ownership limitations, the warrants are exercisable at any time on or after the initial issue date and on or prior to November 16, 2014, but not thereafter, at an exercise price of $
3.25. The exercise price of the warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.

Effective as of November 6, 2009, the Company entered into a placement agent agreement with Rodman & Renshaw, LLC (the "Placement Agent"), pursuant to which the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of 2,760,870 shares of the Company's common stock and warrants to purchase up to an additional 1,104,348 shares of the Company's common stock in a registered direct offering. The Company has agreed to pay the Placement Agent an aggregate fee equal to 6% of the gross proceeds received in the placement, as amended. The Company has agreed to grant the Placement Agent warrants to purchase shares of our common stock equal to 3% of the number of shares sold in this offering (at an exercise price equal to 125% of the public offering price) and to reimburse the Placement Agent for expenses incurred by it in connection with the offering in an amount up to $30,000.

The net proceeds to the Company from the registered direct offering, after deducting placement agent fees and the Company's estimated offering expenses, and excluding the proceeds, if any, from the exercise of the warrants issued in the offering, are expected to be approximately $6 million. The offering is expected to close on or about November 19, 2009.

The common stock, warrants to purchase common stock (including the placement agent warrants) and shares of common stock issuable upon exercise of the warrants will be issued pursuant to a prospectus supplement dated as of November 16, 2009 filed with the Securities and Exchange Commission, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-16153), which became effective on October 1, 2009. A copy of the opinion of Baxter, Baker, Sidle, Conn & Jones, P.A. relating to the legality of the issuance and sale of the shares of common stock, warrants and shares of common stock issuable upon exercise of the warrants in the offering is attached as Exhibit 5.1 hereto.

The foregoing summaries of the terms of the placement agent agreement, the securities purchase agreement and the warrants are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 1.1, 1.2 and 4.1 and incorporated herein by reference. Each of the placement agent agreement and the securities purchase agreement contain representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the agreements. Such representations and warranties are not for the benefit of any other person or entity.

(c) Exhibits

Exhibit
Number                                   Description

1.1        Form of Securities Purchase Agreement, dated as of November 16, 2009,
           by and among the Company and the purchasers thereto.

1.2        Placement Agent Agreement, dated as of November 6, 2009, by and between
           the Company and Rodman & Renshaw, LLC.

1.3        Amendment to the Placement Agent Agreement, dated as of November 17,
           2009, by and between the Company and Rodman & Renshaw, LLC.

4.1        Form of Warrant Agreement.

5.1        Opinion of Baxter, Baker, Sidle, Conn & Jones, P.A., as counsel to the
           Company, regarding the legality of the Shares.

23.3       Consent of Baxter, Baker, Sidle, Conn & Jones, P.A., as counsel to the
           Company (included in Exhibit 5.1).

99.1       Press Release dated November 16, 2009