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Spherix Announces Results of Special Meeting of Shareholders
NEW YORK, Sept. 9, 2019 /PRNewswire/ -- Spherix Incorporated (Nasdaq: SPEX) today announced results from the Special Meeting of Shareholders held on September 5th (the "Meeting").
At the Meeting, the Company's shareholders approved the issuance of shares of our Common Stock, including shares of our common stock underlying Series L convertible preferred stock, to be issued by us pursuant to the terms of that certain Asset Purchase Agreement, dated May 15, 2019, by and between the Company and CBM BioPharma, Inc., as amended by Amendment No. 1 to the Asset Purchase Agreement, dated May 30, 2019, in an amount equal to or in excess of 20% of our common stock outstanding before the issuance of such common stock and such Series L convertible preferred stock (including upon the operation of anti-dilution provisions contained in such Series L convertible preferred stock).
Shareholders also approved the amendment to the Company's Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock from 100,000,000 to 99,000,000.
As a result of obtaining these shareholder approvals, the Company will seek to close the CBM BioPharma, Inc. acquisition expeditiously upon satisfaction of remaining closing conditions or waiver thereof. The Company is also moving forward with issuing a special dividend, as previously discussed. Complete details regarding the dividend will be announced shortly.
The detailed voting results for the Meeting are provided in the Company's Form 8-K, filed with the Securities and Exchange Commission on September 6, 2019.
Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company.
Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development and monetizing related intellectual property.
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "may", "should", "would", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "seem", "seek", "continue", "future", "will", "expect", "outlook" or other similar words, phrases or expressions. These forward-looking statements include statements regarding Spherix's and CBM's industry, future events, the proposed transaction between the parties to the Asset Purchase Agreement, the estimated or anticipated future results and benefits of the Company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Spherix's management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding the businesses of Spherix and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Spherix or CBM operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Spherix or CBM operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction are not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the assets of CBM; delays or failure to obtain any required approvals for the proposed special dividend; uncertainty as to the long-term value of Spherix's common stock; those discussed in the Spherix's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents of Spherix on file with the SEC or in the registration statement that will be filed with the SEC by Spherix. There may be additional risks that Spherix presently does not know or that Spherix currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Spherix's expectations, plans or forecasts of future events and views as of the date of this communication. Spherix anticipates that subsequent events and developments will cause Spherix's assessments to change. However, while Spherix may elect to update these forward- looking statements at some point in the future, Spherix specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Spherix's assessments as of any date subsequent to the date of this communication.
Brett Maas, Managing Partner
Phone: (646) 536-7331
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SOURCE Spherix Incorporated