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

On November 13, 2012, the Board of Directors of Spherix Incorporation (the "Company") increased the size of the Board of Directors to eight (8) and appointed Mr. Edward M. Karr and Mr. Harvey J. Kesner as members of the Board of Directors to fill the resulting vacancies.

Mr. Karr is the founder of RAMPartners SA, an investment management and investment banking firm based in Geneva, Switzerland.

Mr. Kesner is a partner with Sichenzia Ross Friedman Ference LLP. He has concentrated his practice on corporate finance and the structuring of complex domestic and international capital markets transactions.

At present, all independent directors receive (i) an annual cash retainer of $5,000; (ii) an annual grant of $10,000 Company stock options; (iii) $2,500 for each in-person Board meeting attended; (iv) $800 for each in-person Committee meeting attended; and (v) $300 for each teleconference Board or Committee meeting attended.

Mr. Karr and Mr. Kesner will initially serve on the Compensation and Nominating Committees of the Board of Directors.

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