Business Context and Reporting Period
This Form 8-K is a Current Report filed by Spherix Incorporated (not Dominari Holdings Inc.) on August 23, 2019. The filing addresses corrections to the Proxy Statement regarding a proposed Asset Purchase Agreement with CBM BioPharma, Inc. The report specifically concerns the upcoming Special Meeting of stockholders scheduled for September 5, 2019.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a procedural update regarding corporate governance and transaction documentation rather than a financial performance report.
Material Changes
The primary material change disclosed is a correction to the Certificate of Designation of Preferences, Rights and Limitations of Series L Convertible Preferred Stock. Specifically, the filing corrects the beneficial ownership limitation set forth in Section 6(d) of the Certificate, which was previously included as Annex C in the Proxy Statement filed on July 24, 2019. No other changes were made to the Certificate.
Guidance, Outlook, and Risks
- Transaction Status: The Company is soliciting proxies for stockholders to vote on the Asset Acquisition and related transactions with CBM BioPharma, Inc.
- Management Commentary: Management advises investors to read the Proxy Statement for important information regarding the Asset Acquisition and the parties involved.
- Risks and Contingencies: The filing includes a standard disclaimer stating it does not constitute an offer to sell or a solicitation of an offer to buy securities in jurisdictions where such actions would be unlawful.
Investor Verification Checklist
- Verify the corrected beneficial ownership limitation in Section 6(d) of the Series L Convertible Preferred Stock Certificate.
- Review the Definitive Proxy Statement on Schedule 14A (filed July 24, 2019) for full details on the Asset Purchase Agreement with CBM BioPharma, Inc.
- Confirm the record date for voting (July 22, 2019) and the date of the Special Meeting (September 5, 2019).
- Check the SEC website (www.sec.gov) for the most current versions of the Proxy Statement and related exhibits.