Item 8.01 Other Events.

On December 20, 2012, the owners of approximately 52% of the issued and outstanding shares of common stock of Spherix Incorporated (the "Company") agreed to temporarily waive the Company's requirement to file a registration statement to register shares of common stock issued and issuable in the Company's November 2012 private placement transaction (the "November Placement").

In connection with the November Placement, the Company entered into a Registration Rights Agreement (the "RRA") in which it agreed to timely file a registration statement for the resale of all shares of common stock issued in the November Placement as well as all shares of common stock issuable pursuant to exercise of warrants issued in the November Placement.

The waiver provides that the Company can defer filing the registration statement until thirty (30) days after being so directed by the holders of a majority of the registrable securities. The waiver also provides for the adjustment of other dates/deadlines set forth in the RRA.

A copy of the Waiver Of Registration Requirement is attached hereto as Exhibit 10.1

Item 9.01 Financial Statements and Exhibits

Exhibit Number Description 10.1 Waiver Of Registration Requirement

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