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 on June 26, 2013, reporting events occurring on June 25, 2013. The filing discloses a private placement of equity securities. Note: The request metadata references "Dominari Holdings Inc.," but the filing text explicitly identifies the registrant as Spherix Incorporated.
Key Financial Metrics
- Capital Raised: $500,000 in gross proceeds.
- Securities Issued: 100,000 shares of Series E Convertible Preferred Stock.
- Price Per Share: $5.00.
- Stated Value: $0.0001 per share.
- Conversion Terms: Convertible at the holder's option into one share of Common Stock ($0.0001 par value) per preferred share.
Material Changes
The primary material change is the issuance of new equity securities to an accredited investor. This transaction increases the company's cash position by $500,000 and introduces a new class of convertible preferred stock with specific ownership limitations.
Outlook, Risks, and Unusual Items
- Ownership Limitations: Conversion is restricted if the holder would beneficially own more than 4.99% of the outstanding Common Stock. This limit may be waived to 9.99% with 61 days' prior notice.
- Regulatory Status: Securities were sold unregistered under Section 4(2) and Regulation D (Rule 506) of the Securities Act.
- Adjustments: The conversion ratio is subject to adjustment for stock splits, dividends, or recapitalizations.
Investor Verification Checklist
- Verify the full text of the Certificate of Designation (Exhibit 3.1) for detailed rights and limitations of the Series E Preferred Stock.
- Review the Subscription Agreement (Exhibit 10.1) for specific covenants and conditions.
- Confirm the current total outstanding share count to assess the dilution impact of the 100,000 convertible shares.
- Check for any subsequent filings regarding the waiver of the 4.99% beneficial ownership limitation.