Item 8.01 Other Events

On March 6, 2013, Spherix Incorporated (the "Company"), and certain investors that participated in the November 2012 private placement transaction ("Investors"), entered into separate Warrant Exchange Agreements pursuant to which the Investors exchanged common stock purchase warrants acquired in the private placement transaction for shares of the Company's Series C Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock is convertible into one (1) share of Common Stock at the option of the holder. The Series C Convertible Preferred Stock was established on March 5, 2013 by the filing in the State of Delaware of a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock ("Certificate of Designation").

Warrants were issued in November 2012 for an aggregate of 483,657 shares of Common Stock. The Warrants were exercisable through November 7, 2017 at an exercise price of $6.53 per share.

Pursuant to the Warrant Exchange Agreements, the Investors received in exchange for their warrants an aggregate of 229,337 shares of the Series C Convertible Preferred Stock, convertible into one (1) share of Common Stock. This is the same number of shares of Common Stock that would have been issued upon a "cashless exercise" of the exchanged warrants, as permitted by the terms of the warrants, based on the one-day volume weighted average price of the Company's Common Stock on February 28, 2013 of $12.6439 as reported by Bloomberg. The Company has agreed to register the shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock on the same basis as the shares of Common Stock issued in the November 2012 private placement transaction.

Copies of the Certificate of Designation and form of Warrant Exchange Agreement are attached hereto as Exhibits 3.1 and 10.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 3.1 Certificate of Designation of Preferences, Rights And Limitations of Series C Convertible Preferred Stock 10.1 Form of Warrant Exchange Agreement

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