Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2012, Spherix Incorporated (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the "Certificate of Amendment"), to effect an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the total number of shares of (i) Common Stock that the Company has the authority to issue from 2,500,000 shares to 50,000,000 shares and (ii) Preferred Stock that the Company has the authority to issue from 2,000,000 shares to 5,000,000 shares.

Item 8.01 Other Events.

Effective December 17, 2012, the Spherix Incorporated 2012 Equity Incentive Plan (the "Plan") became effective. The Plan was adopted by the Company's Board of Directors on November 13, 2012; approved by Company stockholders owning a majority of the issued and outstanding Common Stock on November 15, 2012; and described in an Information Statement provided to all Company stockholders dated November 26, 2012 and filed with the Securities and Exchange Commission (the "Information Statement"). The Plan reserves 150,000 shares of the Company's Common Stock for future issuance via awards of stock options and stock grants. A copy of the Plan is attached to the Information Statement.

Effective December 17, 2012, the Series B Warrants issued in the Company's November 2012 private placement transaction became exercisable and effective. The issuance of shares of Common Stock pursuant to the future exercise of these warrants was approved by stockholders owning a majority of the issued and outstanding Common Stock on November 15, 2012 and described in the Information Statement.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Description 3.1 Certificate of Amendment

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