May 7 2011
Spherix Incorporated (NASDAQ: SPEX), an innovator in biotechnology for therapy in diabetes, metabolic syndrome and atherosclerosis; and providers of technical and regulatory consulting services to food, supplement, biotechnology and pharmaceutical companies, today announced that it has filed a Certificate of Amendment to its Certificate of Incorporation, as amended, to effect a 1-for-10 reverse stock split of its common stock that will become effective at end of business today. The reverse stock split-adjusted shares of the Company's common stock will begin trading at the start of NASDAQ trading on May 9, 2011. The Company's shares will continue to trade on The NASDAQ Capital Market under the symbol "SPEX", with the fifth character "D" added to the end of the trading symbol for a period of 20 trading days to indicate the reverse stock split has occurred. Thereafter, the Company's symbol will revert to its original symbol "SPEX". A new CUSIP number has been assigned to Spherix' common stock after the reverse stock split becomes effective.
The 1-for-10 reverse stock split will automatically convert all shares of the Company's common stock issued and outstanding to one new share of common stock, par value $0.01 per share. The reverse stock split, which was approved by the Company's shareholders in November 2009, will reduce the number of shares of the Company's outstanding common stock from approximately 25.6 million, as of the filing date of the Company's most recent Annual Report on Form 10-K, to approximately 2.56 million.
American Stock Transfer & Trust Company, LLC, the transfer agent for the Company, will act as Exchange Agent for the exchange. Stockholders will receive the forms and notices to exchange their existing shares of the Company's common stock for new shares from the Exchange Agent or their broker. Any fractional shares resulting from the reverse stock split will receive a cash payment in lieu of the fractional shares based on the closing price of the stock on May 6, 2011. Further information on the logistics regarding the reverse split can be obtained by contacting American Stock Transfer & Trust Company's shareholder services department at 877 248-6417 or 718 921-8317.
The purpose of the reverse stock split is to raise the per share trading price of the Company's common stock to better enable the Company to maintain the listing of its common stock on The NASDAQ Capital Market ("NASDAQ"). As previously announced, in order to maintain the Company's listing on NASDAQ, on or before May 23, 2011, the Company's common stock must have a closing bid price of $1.00 or more for a minimum of 10 prior consecutive trading days. If the Company is unable to meet this requirement, the NASDAQ Listing Qualifications Panel will issue a final determination to delist and suspend trading of the Company's common stock. There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of the Company's common stock prior to May 23, 2011, to meet this requirement.