SEC Filing Summary: Spherix Incorporated (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Spherix Incorporated (not Dominari Holdings Inc.) on November 29, 2013, covering an event that occurred on November 22, 2013. The registrant is incorporated in Delaware and maintains its principal executive offices in Tysons Corner, Virginia.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a notice of a corporate governance event regarding capital structure.
Material Changes
The Company established a new class of equity, the Series D-1 Convertible Preferred Stock, by filing a Certificate of Designation in Delaware. Key terms include:
- Conversion Ratio: Each share of Series D-1 Preferred Stock is convertible into ten (10) shares of common stock.
- Beneficial Ownership Limitation: Conversion is prohibited if the resulting beneficial ownership would exceed 9.99% of the Company's issued and outstanding common stock.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. The primary risk disclosed relates to the dilution mechanics and the specific ownership cap on the conversion of the new preferred stock. The full text of the Certificate of Designation is referenced as Exhibit 3.1.
Investor Verification Checklist
- Verify the total number of Series D-1 shares authorized and issued.
- Confirm the current outstanding common stock count to calculate the 9.99% conversion threshold.
- Review Exhibit 3.1 for additional rights, preferences, and limitations not summarized in the 8-K.
- Check subsequent filings for any actual conversions of this preferred stock.