Business Context and Reporting Period
This Form 8-K/A is filed by Spherix Incorporated (not Dominari Holdings Inc.) regarding events occurring on July 22, 2005, with the report signed on March 6, 2006. The filing addresses unregistered sales of equity securities under Item 3.02.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to a specific equity financing arrangement:
- Agreement Type: Standby Equity Distribution Agreement (SEDA).
- Counterparty: Cornell Capital Partners, L.P.
- Total Shares Sold: 1,077,567 shares of common stock (sold through April 6, 2006).
- Maximum Commitment: Up to $4,000,000 over a two-year period.
- Transaction Status: Private transactions exempt from registration under Section 4(2) and Regulation D of the Securities Act of 1933.
Material Changes
The filing details the execution of the SEDA on July 22, 2005, and the subsequent sale of shares through April 6, 2006. It confirms that fees and expenses associated with these sales have been paid. No comparative financial data or changes in operating metrics versus prior periods are provided in this text.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors beyond the standard disclosure that the shares were sold in private transactions exempt from registration. The document serves primarily as a compliance update regarding the equity distribution agreement.
Investor Verification Checklist
- Verify the identity of the registrant as Spherix Incorporated, noting the discrepancy with the requested company name (Dominari Holdings Inc.).
- Review the separate Prospectus Supplements filed with the SEC for specific pricing and terms of the 1,077,567 shares sold.
- Confirm the current status of the remaining commitment under the $4,000,000 SEDA with Cornell Capital Partners.
- Check for any subsequent filings regarding the utilization of the full $4,000,000 commitment.