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

On September 25, 2012, Spherix Incorporated (the "Company") received written notification (the "Notice") from The NASDAQ Stock Market ("NASDAQ") advising the Company that the minimum number of publicly held shares of the Company's common stock (the "Common Stock") had fallen below the minimum 500,000 shares (the "Minimum Publicly Held Shares Requirement") required for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Rule 5550(a)(4) (the "Rule"). The Notice has no effect on the listing of the Common Stock at this time.

Pursuant to NASDAQ Rule 5810(c)(2)(C), the Company has been provided an initial period of 45 calendar days, or until November 9, 2012, to provide NASDAQ with a specific plan to achieve and sustain compliance with all NASDAQ Capital Market listing requirements, including a timeframe for completion of this plan. If NASDAQ does not accept the plan, the Company will have the opportunity to appeal that decision to a Hearings Panel.

The Company intends to file its plan to regain and sustain compliance with NASDAQ prior to the November 9, 2012, deadline.