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SPEX > SEC Filings for SPEX > Form 8-K on 25-Apr-2014All Recent SEC Filings

Show all filings for SPHERIX INC

Form 8-K for SPHERIX INC


25-Apr-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Certificate of Elimination.

On April 23, 2014, Spherix Incorporated (the "Company") filed with the Delaware Secretary of State a Certificate of Elimination eliminating its Series B Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock (collectively, the "Preferred Shares") and returning them to authorized but undesignated shares of the Company's preferred stock. None of the Preferred Shares were outstanding. The text of the Certificate of Elimination is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

(b) Amended and Restated Certificate of Incorporation.

On April 24, 2014, the Company filed with the Delaware Secretary of State an Amended and Restated Certificate of Incorporation. The Company's stockholders previously approved the Amended and Restated Certificate of Incorporation at the annual meeting held on February 6, 2014.

The Amended and Restated Certificate of Incorporation, among other things, increases the authorized number of shares of common stock and preferred stock to 200,000,000 shares from 50,000,000 shares and to 50,000,000 shares from 5,000,000 shares, respectively. The Amended and Restated Certificate of Incorporation also requires the Company to indemnify its directors, officer and agents and advance expenses to such persons to the fullest extent permitted by Delaware law.

The text of the Amended and Restated Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.



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

3.1 Certificate of Elimination of Series B Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock of Spherix Incorporated, filed on April 23, 2014.
3.2 Amended and Restated Certificate of Incorporation of Spherix Incorporated, filed on April 24, 2014.


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