Current Report Filing (8-k)
07 February 2019 - 8:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 31, 2019
SPHERIX
INCORPORATED
(Exact
name of registrant as specified in its charter)
Delaware
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000-05576
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52-0849320
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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One
Rockefeller Plaza
New
York, NY 10020
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10020
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(Address
of principal executive offices)
|
(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 745-1374
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
|
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.08.
Shareholder Director Nominations.
Spherix
Incorporated (the “Company”) has established April 15, 2019 as the date of the Company’s 2019 Annual Meeting
of Stockholders (the “2019 Annual Meeting”). The 2019 Annual Meeting will be a virtual meeting held via live
audio webcast. Because the date of the 2019 Annual Meeting has been changed by more than 30 days from the date of the Company’s
2018 Annual Meeting of Stockholders, stockholders of the Company who wish to nominate a person for election as a director or propose
business to be brought before the 2019 Annual Meeting must ensure that written notice of such nomination or proposed business,
as the case may be, is received by the Company’s Secretary at Spherix Incorporated at One Rockefeller Plaza, New York, New
York 10020 on or before the close of business on February 20, 2019, which the Company has determined to be a reasonable time
before it expects to begin to print and send its proxy materials. Any such nomination must also meet the requirements set forth
in the rules and regulations of the Securities and Exchange Commission (the “SEC”) in order to be eligible for inclusion
in the proxy materials for the 2019 Annual Meeting including submission of notice of the nomination by Schedule 14N required pursuant
to SEC Rule § 240.14a-18, promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).
The February 20, 2019 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes
of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) promulgated under the Exchange
Act. Also, if the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act,
the Company’s proxies may exercise discretionary voting authority under proxies that the Company’s Board of Directors
solicits to vote in accordance with their best judgment on any such stockholder proposal or nomination. The Company encourages
stockholders to seek advice from knowledgeable counsel before submitting a proposal or a nomination.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
February 6, 2019
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SPHERIX INCORPORATED
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By:
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/s/ Anthony Hayes
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Name: Anthony Hayes
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Title: President and Chief Executive Officer
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