Business Context and Reporting Period
This Form 8-K Current Report was filed by Spherix Incorporated (not Dominari Holdings Inc.) on August 9, 2019. The registrant is incorporated in Delaware and its common stock trades on The Nasdaq Capital Market under the symbol SPEX. The report details the entry into a material definitive agreement regarding an equity offering.
Key Financial Metrics and Transaction Details
- Transaction Type: At The Market Offering Agreement.
- Maximum Offering Size: Up to $1.2 million in aggregate gross proceeds.
- Agent: H.C. Wainwright & Co., LLC.
- Commission Rate: 3.0% of aggregate gross proceeds from each sale.
- Underlying Instrument: Common Stock, $0.0001 par value.
- Financial Statements: This filing does not contain revenue, profit, cash flow, or balance sheet data.
Material Changes and Agreement Terms
The primary material change is the authorization to sell shares via an "at the market" offering. Key terms include:
- Sale Method: Sales may be made through ordinary brokers' transactions on The Nasdaq Capital Market at prevailing market prices.
- Company Obligation: The Company is not obligated to make any sales of shares under the agreement.
- Termination Date: The agreement terminates on the earliest of: (a) sale of all shares, (b) termination by either party, or (c) August 9, 2022.
- Registration: The offering is made pursuant to a shelf registration statement on Form S-3 (File No. 333-222488) declared effective on January 19, 2018.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, management commentary on future performance, or a discussion of general business risks. The primary contingency noted is that the offering is subject to customary representations, warranties, and conditions. The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities in any state where such offer would be unlawful.
Investor Verification Checklist
- Verify the current share price of SPEX to assess potential dilution impact from the $1.2 million offering.
- Review the full text of the Offering Agreement (Exhibit 1.1) for specific price or size limits the Company may impose.
- Confirm the Company's current cash position and liquidity needs to understand the urgency of this capital raise.
- Check subsequent filings to determine if and when shares were actually sold under this agreement.