Business Context and Reporting Period
This Form 8-K is a current report filed by Spherix Incorporated (not Dominari Holdings Inc.) on January 9, 2014, covering events occurring on January 3 and January 6, 2014. The filing addresses changes in the Company's executive leadership, specifically the appointment of a new Chief Financial Officer and the resignation of the interim CFO.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to executive compensation and historical transaction fees:
- Executive Compensation: The Company agreed to pay Chord Advisors LLC a monthly fee of $20,000 for the services of the new CFO, Richard Cohen. This fee includes $5,000 payable in shares of the Company's common stock.
- Historical Fees: Rodman and Renshaw, a former investment banker, received approximately $187,000 in placement agent fees in 2011.
Material Changes
The primary material change reported is the transition of the Chief Financial Officer role:
- Resignation: Michael Pollack resigned as interim Chief Financial Officer, effective January 3, 2014. Mr. Pollack stated he had no disagreement with the Company regarding operations, policies, or practices.
- Appointment: Richard Cohen was appointed Chief Financial Officer on January 6, 2014.
Outlook, Risks, and Unusual Items
Management Commentary and Background: Richard Cohen brings significant experience, having served as President of CorMedix Inc. (2011-2013) and Chairman of Chord Advisors LLC (since 2012). He has no family relationship with current officers or directors.
Compensatory Arrangements: Mr. Cohen's appointment is structured through an agreement with Chord Advisors LLC rather than a direct employment contract with the Company.
Indemnification: An indemnification agreement was executed on January 6, 2014, protecting Mr. Cohen to the fullest extent permitted by Delaware law, with specific exclusions for claims initiated by him against the Company or violations of Section 16(b) of the Securities Exchange Act.
Investor Verification Checklist
- Verify the exact terms of the indemnification agreement attached as Exhibit 10.1.
- Confirm the impact of the $5,000 monthly stock issuance on share dilution.
- Review the Company's recent financial statements to assess liquidity given the new monthly cash obligation of $15,000 (excluding stock).
- Check for any potential conflicts of interest regarding Rodman and Renshaw's existing warrants (759 shares) and their relationship with the new CFO.