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SPEX > SEC Filings for SPEX > Form 8-K on 21-Aug-2013All Recent SEC Filings

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Form 8-K for SPHERIX INC


21-Aug-2013

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Securi


Item 1.01 Entry Into a Material Definitive Agreement

As previously reported in Spherix, Inc.'s (the "Company") Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "Commission") on July 29, 2013, on July 24, 2013, the Company closed on the acquisition of a group of patents in the mobile communication sector from Rockstar Consortium US LP pursuant to the terms of a Patent Purchase Agreement (the "Purchase Agreement"). The Purchase Agreement is attached as Exhibit 10.1 to this Current Report with certain confidential provisions redacted and subject to a confidential treatment request with the Commission.



Item 5.07 Submission of Matters to a Vote of Security Holders

On August 19, 2013, the Company's consent solicitation to approve (1) the consideration (the "Merger Consideration") issuable under the Agreement and Plan of Merger dated as of April 2, 2013 by and between the Company, Nuta Technology Corp., North South Holdings, Inc. ("North South") and the shareholders of North South; (2) the Company's 2013 Equity Incentive Plan; and (3) the retention of Sichenzia Ross Friedman Ference LLP ("SRFF") as the Company's outside legal counsel (collectively, the "Proposals"), was terminated as a result of the Company receiving the requisite approvals for Proposals. The consent solicitation is described in further detail in the Company's Definitive Proxy Statement on Schedule 14A filed on August 13, 2013 with the Commission. No meeting of the Company's security holders was held. Shareholders of record on July 10, 2013 of the Company's outstanding common stock and Series C Preferred Stock (subject to certain beneficial ownership limitations) were entitled to vote on the Proposals. Approximately 58.58% of the Company's record holders approved the Proposals.

The results of the solicitation for the Proposals were as follows:

Proposal:                                       Votes For:       Votes Against:         Abstained:
Issuance of the Merger Consideration                597,899                     0                   0
Spherix Incorporated 2013 Equity Incentive
Plan                                                597,899                     0                   0
Retention of SRFF as the Company's outside
legal counsel                                       597,899                     0                   0



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The exhibit listed in the following Exhibit Index is furnished as part of this Current Report on Form 8-K.

Exhibit No. Description
Patent Purchase Agreement between Spherix Incorporated and Rockstar
10.1 Consortium US LP (redacted)*
99.1 Press Release dated August 19, 2013

*Confidential treatment has been requested for this exhibit and confidential portions have been filed with the Commission.


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