SPHERIX INCORPORATED
Common Stock
We are offering 125,000 shares of our common stock, par value $0.0001 per share, to Roth Capital Partners, LLC, or Roth, in connection with an engagement letter between Roth and our subsidiary. The value attributed to the shares for purposes of this transaction is $1.80 per share, the last reported trading price of our common stock on the NASDAQ Capital Market on July 1, 2014, resulting in the offered shares having an aggregate value of $225,000.
You should carefully read this prospectus supplement and the accompanying prospectus, together with the documents we incorporate by reference, before you invest in our securities.
Pursuant to General Instruction I.B.6 of Form S-3, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold or the average bid and asked price of such common equity on May 28, 2014, was approximately $61,932,116, based on 16,564,557 shares of outstanding common stock, of which 16,515,231 shares were held by non-affiliates. We have offered securities in an amount equal to $20,225,000 pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus supplement (and including the shares offered by this prospectus supplement).
Our common stock is quoted on the NASDAQ Capital Market under the ticker symbol “SPEX.” The last reported sale price of our common stock on July 9, 2014 was $1.68 per share.
Investing in our securities involves a high degree of risk and purchasers of the shares may lose their entire investment. See “Risk Factors” beginning on page S-4 of this prospectus supplement to read about facts you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We have not engaged an underwriter or agent in connection with the issuance of the shares to Roth, and no discounts or commissions will be payable to any person in connection with the transaction. We expect the total offering expenses to be up to $15,000 for all sales pursuant to this prospectus supplement. We expect that delivery of the securities being offered pursuant to this prospectus supplement will be made to Roth on or about July 10, 2014.
The date of this Prospectus Supplement is July 10, 20
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