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SPEX > SEC Filings for SPEX > Form 8-K on 4-Sep-2013All Recent SEC Filings

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Form 8-K for SPHERIX INC


4-Sep-2013

Entry into a Material Definitive Agreement


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 30, 2013, Spherix Incorporated (the "Company") entered into an amendment (the "Amendment") to the Agreement and Plan of Merger dated April 2, 2013 (the "Merger Agreement") with Nuta Technology Corp., the Company's wholly owned subsidiary, and North South Holdings, Inc. ("North South"). Pursuant to the terms of the Amendment, the Company will issue 1,203,153 shares of the Company's common stock and 1,379,685 shares of the Company's Series D Preferred Stock, each of which is convertible into 10 shares of common stock.

Additionally, of the consideration paid, 555,072 shares of common stock and 94,493 shares of Series D Preferred Stock shall be paid into escrow for a period of one-year to cover certain indemnification obligations. The Company also agreed to file a Current Report on Form 8-K following the closing of the merger within the time period proscribed by the Securities Exchange Act of 1934, as amended, disclosing any additional material non-public information that may have been disclosed to any North-South shareholders prior to the merger.

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