Item 8.01 Other Events

Nuta Technologies, Inc. ("Nuta"), a wholly-owned subsidiary of Spherix Incorporated (the "Company"), entered into a Letter of Intent (the "LOI") with North South Holdings, Inc. ("North South"), the owner of various patents covering wireless communications. Pursuant to the LOI, at closing, Nuta would acquire 100% of the issued and outstanding capital stock of North South in consideration for the issuance of capital stock of the Company equal to 12,000,000 shares of the Company's common stock (on a fully-diluted basis). A copy of the LOI is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The LOI has certain binding and non-binding obligations, including the acquisition consideration which is not subject to adjustment. However, the transaction is subject to various conditions to closing, including satisfactory completion of due diligence, approval of the Company's shareholders and definitive documentation. Upon completion Nuta may seek to engage in commercialization activities related to the inventions that are the subject of the patents acquired, although there can be no assurance that such efforts would be successful.

There can be no assurance that the transactions contemplated by the LOI will be consummated. The LOI and this Current Report on Form 8-K do not constitute an offer to buy, or solicitation of an offer to sell, any securities of the Company and no offer or sale of such securities will be made in any jurisdiction where it would be unlawful to do so.

Item 9.01.