Category: Alkido Pharma

NEW YORK, Sept. 9, 2019 /PRNewswire/ — Spherix Incorporated (Nasdaq: SPEX) today announced results from the Special Meeting of Shareholders held on September 5th (the “Meeting”).

At the Meeting, the Company’s shareholders approved the issuance of shares of our Common Stock, including shares of our common stock underlying Series L convertible preferred stock, to be issued by us pursuant to the terms of that certain Asset Purchase Agreement, dated May 15, 2019, by and between the Company and CBM BioPharma, Inc., as amended by Amendment No. 1 to the Asset Purchase Agreement, dated May 30, 2019, in an amount equal to or in excess of 20% of our common stock outstanding before the issuance of such common stock and such Series L convertible preferred stock (including upon the operation of anti-dilution provisions contained in such Series L convertible preferred stock).

Shareholders also approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock from 100,000,000 to 99,000,000.

As a result of obtaining these shareholder approvals, the Company will seek to close the CBM BioPharma, Inc. acquisition expeditiously upon satisfaction of remaining closing conditions or waiver thereof.  The Company is also moving forward with issuing a special dividend, as previously discussed.  Complete details regarding the dividend will be announced shortly.

The detailed voting results for the Meeting are provided in the Company’s Form 8-K, filed with the Securities and Exchange Commission on September 6, 2019.

About Spherix
Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company.

Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development and monetizing related intellectual property.

Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding Spherix’s and CBM’s industry, future events, the proposed transaction between the parties to the Asset Purchase Agreement, the estimated or anticipated future results and benefits of the Company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Spherix’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding the businesses of Spherix and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Spherix or CBM operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Spherix or CBM operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction are not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the assets of CBM; delays or failure to obtain any required approvals for the proposed special dividend; uncertainty as to the long-term value of Spherix’s common stock; those discussed in the Spherix’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents of Spherix on file with the SEC or in the registration statement that will be filed with the SEC by Spherix. There may be additional risks that Spherix presently does not know or that Spherix currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Spherix’s expectations, plans or forecasts of future events and views as of the date of this communication. Spherix anticipates that subsequent events and developments will cause Spherix’s assessments to change. However, while Spherix may elect to update these forward- looking statements at some point in the future, Spherix specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Spherix’s assessments as of any date subsequent to the date of this communication.

 

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SOURCE Spherix Incorporated

 

NEW YORK, Aug. 19, 2019 /PRNewswire/ — Spherix Incorporated, (NASDAQ: SPEX) a technology development company committed to the fostering of innovative ideas, today issued a letter to shareholders:

Dear Shareholder,

In advance of our Special Meeting on September 5th, I write to update you on certain developments and to encourage you to vote in favor of the proposals recommended by the Board of Directors and set forth in the Special Meeting Proxy.

The acquisition of the CBM BioPharma, Inc. (“CBM”) pharmaceutical assets is an integral step in building Spherix into a cutting edge pharmaceutical company.  It also builds upon the success we have already realized as a part of the Company’s transformation.  Two years ago, Spherix made an investment in Hoth Therapeutics, Inc., which is now estimated to be worth over $10,000,000.  In our effort to deliver value to our shareholders and to continue the transformation at Spherix, the Board intends to propose a special dividend of One Hundred Thousand shares (100,000) of Hoth stock. Effectuating the dividend is contingent upon obtaining the necessary votes for the CBM acquisition at the Special Meeting to be held on September 5th.  The dividend will be paid upon the consummation of the transaction with CBM to shareholders of record prior to the date of such consummation.  Upon closing the acquisition of the CBM assets, the Company expects to focus its efforts on growing and developing its portfolio.

The proposed Hoth dividend represents over $500,000 of value at today’s stock price. Should Spherix not receive the necessary votes to acquire the CBM assets on September 5^th, it is unlikely that the Hoth dividend will be declared.   The Company would instead retain this stock to use as a valuable resource for other corporate and strategic matters.

There are three ways to vote your shares of Spherix, each only taking a few moments:

• By Telephone – Stockholders in the United States can submit their vote by calling the toll-free number indicated on the Special Proxy you received by mail; please have your control number located on the enclosed vote instruction form available when calling;
• By Internet – Stockholders can submit their vote via internet at www.proxyvote.com; please have the control number located on the enclosed vote instruction form available; or
• By Mail – Stockholders can vote by mail by signing, dating and returning the enclosed vote instruction form in the postage-paid envelope provided.

If you need any assistance in voting your shares or have questions regarding the special meeting of stockholders, please contact Spherix’s proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 (toll-free) or (212) 929-5500 (collect), or email at proxy@mackenziepartners.com.

I thank you for your continued support and investment in our Company. We believe with conviction that we are taking the right steps to drive shareholder value, make sound investment decisions, and return capital to shareholders when appropriate.

Sincerely,

Anthony Hayes

About Spherix

Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company.

Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development and monetizing related intellectual property.

Forward-Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding Spherix’s and CBM’s industry, future events, the proposed transaction between the parties to the Asset Purchase Agreement, the estimated or anticipated future results and benefits of the Company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Spherix’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding the businesses of Spherix and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Spherix or CBM operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Spherix or CBM operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction or that the approval of the stockholders of Spherix are not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the assets of CBM; uncertainty as to the long-term value of Spherix’s common stock; those discussed in the Spherix’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents of Spherix on file with the SEC or in the registration statement that will be filed with the SEC by Spherix. There may be additional risks that Spherix presently does not know or that Spherix currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Spherix’s expectations, plans or forecasts of future events and views as of the date of this communication. Spherix anticipates that subsequent events and developments will cause Spherix’s assessments to change. However, while Spherix may elect to update these forward-looking statements at some point in the future, Spherix specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Spherix’s assessments as of any date subsequent to the date of this communication.

 

 

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SOURCE Spherix Incorporated

NEW YORK, June 26, 2019 /PRNewswire/ — CBM BioPharma Inc. (“CBM”) today announced that the United States Patent & Trademark Office (USPTO) has issued a Notice of Allowance and Issue Fee Due in CBM’s patent application related to the treatment of pancreatic cancer.

CBM has received from the USPTO a Notice of Allowance for patent application 15/115,393.  This application is licensed from the University of Texas by CBM.  Once the patent issue fee is paid, the new patent will protect one of CBM’s lead drug candidates, Gem-DHA, a novel gemcitabine derivative intended for the treatment of pancreatic cancer.  Preliminary data indicates that Gem-DHA is more effective than gemcitabine in mice pancreatic cancer models.  This asset is to be sold to Spherix Inc. (NASDAQ: SPEX) as part of the previously announced Asset Purchase Agreement between CBM and Spherix.  The transaction is subject to shareholder approval by Spherix shareholders and other customary closing conditions.

Anthony Hayes, Spherix CEO, stated, “I am very excited by the potential of this drug and especially by the data showing that Gem-DHA works better in reducing the growth of pancreatic tumors than the first-line chemotherapy drug gemcitabine.  The data indicates that Gem-DHA preferentially concentrates itself in the pancreas relative to other organs, suggesting it may be a promising candidate for further trials in pancreatic cancer.  We are constantly working to return value to our shareholders and this news is another data point that establishes the value of the CBM assets.”

About CBM

CBM is a private biotechnology company with a drug portfolio that focuses on the treatment of three cancers, acute myeloid leukemia (AML), acute lymphoblastic leukemia (ALL) and pancreatic cancer. CBM’s AML drug is a next generation targeted therapeutic designed to overcome multiple resistance mechanisms observed with the current standard of care.

Support for PR Statements:

—Gem-DHA is a novel gemcitabine derivative intended for the treatment of pancreatic cancer.
“The disclosed compounds have a nucleobase moiety and an omega-3 polyunsaturated fatty acid moiety, including pharmaceutically acceptable salt or prodrug thereof. Methods of using these compounds for the treatment of cancers such as pancreatic cancer are also disclosed.” (App. 15/115,393 at Abstract)

—Preliminary data indicate that Gem-DHA is more effective than gemcitabine in mice pancreatic cancer models.
“The results showed that Gem-DHA was more effective than the molar equivalent dose of gemcitabine HCl in inhibiting the growth of Panc-1-Luc tumors, but gemcitabine HCl at the dosing regimen used did not significantly inhibit the growth of the Panc-1-Luc tumors (FIG. 10A-C). In fact, by the end of the study, the average weight of tumors in mice that were treated with gemcitabine HCl was not significantly different from that in mice that were left untreated (FIG. 10B).” (App. 15/115,393 at Example 4)

—Gem-DHA works better in reducing the growth of pancreatic tumors than the first-line chemotherapy drug gemcitabine.
Repeating: “The results showed that Gem-DHA was more effective than the molar equivalent dose of gemcitabine HCl in inhibiting the growth of Panc-1-Luc tumors, but gemcitabine HCl at the dosing regimen used did not significantly inhibit the growth of the Panc-1-Luc tumors (FIG. 10A-C). In fact, by the end of the study, the average weight of tumors in mice that were treated with gemcitabine HCl was not significantly different from that in mice that were left untreated (FIG. 10B).” (App. 15/115,393 at Example 4)

—Gem-DHA preferentially concentrates itself in the pancreas relative to other organs.
“Similar to what was observed in tumor-bearing C.sub.57BL/6 mice (FIG. 16C), in healthy BALB/c mice, the highest percent of the injected Gem-DHA was detected in mouse pancreas (among the organs tested, FIG. 16D). Therefore, it appeared that Gem-DHA preferred to distribute in pancreatic tissues.” (App. 15/115,393 at Example 5)

Contact:
Investor Relations
hbehrmann@cbmbiopharmainc.com

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SOURCE CBM BioPharma, Inc.

NEW YORK, June 19, 2019 /PRNewswire/ — Spherix Incorporated (Nasdaq: SPEX) today announced that it has filed a Preliminary Proxy Statement with the Securities and Exchange Commission and announced a Special Meeting of Stockholders related to approving various items related to the proposed and previously announced acquisition of substantially all of the assets of CBM BioPharma, Inc. (“CBM”).

The acquisition of the CBM assets constitutes another step in Spherix’s continued transformation into an innovative pharmaceutical company with pioneering drugs and treatments focused on the development and commercialization of oncology therapeutics. CBM is a privately held pharmaceutical company with exclusive drug development rights from world renowned partners like Wake Forest University and University of Texas. CBM has a team of leading drug development scientists who will be joining the Spherix Advisory Board. The CBM platform focuses on the treatment of numerous cancers, including Acute Myeloid Leukemia (AML), Acute Lymphoblastic Leukemia (ALL) and pancreatic cancer.

Spherix recently acquired a 20% ownership interest in CBM. That 20% ownership stake puts Spherix in a position to benefit from any dividend distribution made by CBM from any potential sale of Spherix stock that CBM receives from the transaction.

Mr. Anthony Hayes, CEO of Spherix stated, “We are moving methodically and expeditiously to complete this transformative merger, wherein we will become a diversified biopharmaceutical company with a compelling portfolio of potential compounds to develop and commercialize. The deal is structured in a way as to minimize the cash outlay and create a structure that we hope will allow Spherix to be paid back a portion of its CBM investment. As a 20% owner of CBM, Spherix will be in a position to receive 20% of all dividends that CBM may make if CBM sells any portion of its Spherix stock. These dividends can be used to further advance the newly purchased CBM technology, without any additional dilution to shareholders.”

About Spherix Incorporated

Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company. Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development. Recently, the Company has consummated strategic investments with Hoth Therapeutics, Inc. and DatChat, Inc. and recently agreed to acquire substantially all of the assets of CBM BioPharma, Inc.

About CBM BioPharma, Inc.

CBM BioPharma, Inc. (www.cbmbiopharmainc.com) is a privately held pharmaceutical company with exclusive drug development rights from world renowned partners like Wake Forest University and University of Texas. The Company has a team of leading drug development scientists who help advance their technology. The CBM platform focuses on the treatment of numerous cancers, including Acute Myeloid Leukemia (AML), Acute Lymphoblastic Leukemia (ALL) and pancreatic cancer.

Forward-Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding Spherix’s and CBM’s industry, future events, the proposed transaction between the parties to the Asset Purchase Agreement, the estimated or anticipated future results and benefits of the Company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Spherix’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding the businesses of Spherix and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Spherix or CBM operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Spherix or CBM operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction or that the approval of the stockholders of Spherix are not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the assets of CBM; uncertainty as to the long-term value of Spherix’s common stock; those discussed in the Spherix’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents of Spherix on file with the SEC, in the preliminary proxy statement and, when available, the definitive proxy statement filed with the SEC by Spherix. There may be additional risks that Spherix presently does not know or that Spherix currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Spherix’s expectations, plans or forecasts of future events and views as of the date of this communication. Spherix anticipates that subsequent events and developments will cause Spherix’s assessments to change. However, while Spherix may elect to update these forward-looking statements at some point in the future, Spherix specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Spherix’s assessments as of any date subsequent to the date of this communication.

Additional Information

In connection with the proposed transaction between Spherix Incorporated (“Spherix” or the “Company”) and CBM BioPharma, Inc., a Delaware corporation (“CBM”) (the “Proposed Transaction”), has filed a preliminary proxy statement of Spherix with the Securities and Exchange Commission (the “SEC”). When available, Spherix will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of Spherix are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Spherix’s solicitation of proxies for its special meeting of stockholders to be held to approve the Proposed Transaction because the proxy statement will contain important information about the Proposed Transaction and the parties to the Proposed Transaction. The definitive proxy statement will be mailed to stockholders of Spherix as of a record date to be established for voting on the Proposed Transaction. Shareholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Spherix Incorporated, One Rockefeller Plaza, 11^th Floor, New York, NY 10020.

Participants in the Solicitation

Spherix and CBM and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Spherix’s stockholders in connection with the Proposed Transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the Proposed Transaction of Spherix’s directors and officers in Spherix’s filings with the SEC, including Spherix’s Annual Report on Form 10-K for the year-ended December 31, 2018, which was filed with the SEC on March 14, 2019, Spherix’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, which was filed with the SEC on May 15, 2019, and in the preliminary proxy statement for the Proposed Transaction filed with the SEC on June 18, 2019.

Disclaimer

This release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

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SOURCE Spherix Incorporated

NEW YORK, May 16, 2019 /PRNewswire/ — Spherix Incorporated (Nasdaq: SPEX) (“Spherix” or the “Company”) today announced that the Company filed its Form-10Q for the period ended March 31, 2019, which showed total assets of $11,937,000.00 and liabilities of $982,000.00, with 2,010,074 shares of common stock outstanding.

In addition, the Company announced a restructuring of the terms of its proposed merger with CBM BioPharma, Inc. (CBM), a Delaware corporation.  In lieu of the previously announced merger, the Company announced the terms of an Asset Purchase Agreement with CBM, whereby the Company purchased substantially all of CBM’s assets including, among other things, a license agreement, university contracts, and contracts with a Chief Scientific Officer, as well as a Scientific advisory board.  The revised agreement is significantly less dilutive to Spherix shareholders, as Spherix is paying $8,000,000.00 to CBM in total compensation, as opposed to the previously announced $16,500,000.00, as more fully set forth in the Company’s filings. The acquisition of CBM’s assets is pending shareholder approval.

In addition, the Company announced that it purchased a 20% shareholder’s stake in CBM along with certain interests in DatChat, Inc. Spherix was successful in acquiring these interests in CBM at a substantial discount to CBM’s valuation.  The 20% shareholder stake in CBM will give Spherix the ability to participate in any dividends declared by CBM in the future.

Mr. Anthony Hayes, CEO of Spherix stated, “The revised negotiated terms with CBM BioPharma in the Asset Purchase Agreement will introduce valuable assets into the Spherix family. The new agreement will be less dilutive to Spherix shareholders.  I am also pleased to note that CBM has received some early, favorable correspondence from the Patent Office about its University of Texas patent applications.  We will provide additional information as it comes available, but it is certainly a positive development for CBM.”

“Post-closing, Spherix shareholders will still own a majority interest in the Company.  Further, Spherix’s 20% ownership in CBM is an accretive benefit to Spherix shareholders and by having an ownership interest in CBM, Spherix will participate in any dividend distributions made by CBM in the future.  This may include cash dividends that might result from the future sale of Spherix stock. We look forward to sharing additional information with our shareholders about the proposed asset purchase in the upcoming weeks through both investor outreach and our upcoming SEC filings.”

In addition to the CBM announcement, the Company’s Board of Directors under authority granted by the Company’s stockholders at the Company’s 2019 Annual Meeting, approved a reverse stock split of its common shares at a ratio of 1-for-4.25. The reverse stock split became effective on May 10, 2019, when the shares began trading on the split-adjusted basis on the Nasdaq Capital Market, under the Company’s existing trading symbol “SPEX”.

Further information about the proposed asset purchase agreement and reverse stock split are provided in the Company’s Form 10-Q which was filed on May 15, 2019, with the Securities and Exchange Commission.

About Spherix

Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company.

Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development and monetizing related intellectual property.

Forward-Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding Spherix’s and CBM’s industry, future events, the proposed transaction between the parties to the Asset Purchase Agreement, the estimated or anticipated future results and benefits of the Company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Spherix’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding the businesses of Spherix and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Spherix or CBM operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Spherix or CBM operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction or that the approval of the stockholders of Spherix are not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the assets of CBM; uncertainty as to the long-term value of Spherix’s common stock; those discussed in the Spherix’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents of Spherix on file with the SEC or in the registration statement that will be filed with the SEC by Spherix. There may be additional risks that Spherix presently does not know or that Spherix currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Spherix’s expectations, plans or forecasts of future events and views as of the date of this communication. Spherix anticipates that subsequent events and developments will cause Spherix’s assessments to change. However, while Spherix may elect to update these forward-looking statements at some point in the future, Spherix specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Spherix’s assessments as of any date subsequent to the date of this communication.

 

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SOURCE Spherix Incorporated

NEW YORK, April 2, 2019 /PRNewswire/ — Spherix Incorporated, (NASDAQ: SPEX) a technology development company committed to the fostering of innovative ideas, today issued a letter to shareholders:

Dear Fellow Shareholder,

One of the most challenging tasks as CEO is taking the vision of the Board and transferring that into meaningful value for our shareholders.  However, 2018 marked a pivotal year for our Company as we forged ahead with the vision of creating an exciting biotechnology company.  With more than $13,000,000 in assets and less than 9,000,000 in outstanding shares, we are moving Spherix in the right direction.

We are excited after the successful IPO of our prior biotechnology investment.  We’re seeking to continue to leverage our collective experiences, as well as that track record, in the coming year.  We are pleased how things are already off to a solid start with the proposed transformative acquisition of CBM BioPharma, Inc.

The CBM transaction, announced in October of last year, brings to Spherix exclusive drug development rights from world-renowned partners including Wake Forest Innovations and the University of Texas at Austin.  Significant progress has already been made.

As part of our due diligence, Spherix funded a preclinical analysis of KPC34, one of the drugs exclusively licensed by CBM.  In that preclinical analysis, we looked at the mechanism of action for KPC34 to identify other types of cancers that might respond well to KPC34.  Specifically, we looked for cancers with target gene expression indicative of high levels of PLC and PKC mRNA. I am pleased to report that the analysis revealed that the following cancers: uveal melanoma, low grade glioma, acute myeloid leukemia and adrenocortical carcinoma have the gene profiles indicating that those tumor types could be responsive to KPC34 treatment.  Other cancer types of interest that may also respond to KPC34 are:  thyroid carcinoma, skin cutaneous melanoma, prostate adenocarcinoma, pancreatic adenocarcinoma, kidney chromophobe, colon adenocarcinoma (POLE), colon adenocarcinoma (MSS), and invasive breast cancer.  As a result, this information indicates that KPC34 may have applications beyond the previously indicated acute myeloid leukemia (AML), acute lymphoblastic leukemia (ALL) and helps to show the potential value of this drug asset.

In addition, to further demonstrate the value of this asset, I am pleased to announce the release of a short video presentation, posted to our web site HERE, demonstrating in simple terms, the mechanism of action of KPC34, one of the two main compounds that form the cornerstone of the CBM acquisition.  I encourage you to take a look at the video.

Beyond our internal efforts, in a December 2018 article written by the Chief Editor of Clinical Leader magazine, Clinical Leader discussed the ability of KPC34 to reverse hind limb paralysis in a mouse from Acute Lymphoblastic Leukemia (ALL).  We were pleased to receive such positive press coverage by outlets such as Clinical Leader magazine.  This type of coverage helps spread the word in the scientific community about the potential for this asset.  A link to that article is HERE, and I again encourage you to review it.  I hope you can see why we continue to be excited about CBM’s potential.

We have other holdings that also reported notable progress over the last year.

Our ride and transportation sharing platform investment, Mellow, held its preliminary launch in the Washington DC area in January of 2019.  The company’s site, www.borrowmellow.com is up and running and we encourage you to have a look.  Mellow is an exciting startup company and we are proud to partner with their concept.

DatChat has continued to develop and advance the technology behind its platform.  In addition to an interface redesign late last year, DatChat is close to releasing the in-app purchase of its video function and has made progress toward the issuance of their first patent.  We continue to support its platform development and hope to see the new product rollout soon.  As internet privacy continues to be a growing worldwide concern, we believe that DatChat is positioned to thrive and prosper.

On the personnel front, we added a technology Advisory Board Member, Dr. Rana Quraishi, Director of New Ventures, UM Ventures University of Maryland Baltimore.  This addition to Spherix is notable, as Dr. Quraishi spent the majority of her career working in life science directed finance, investment and consulting organizations.   We will continue working with Dr. Quraishi to identify other life science assets for Spherix to acquire that would complement our existing portfolio.  Independently, Spherix is in discussions with other institutions about potential licensing opportunities.

We have been asked recently about our plans to dividend out portions of our interests in some of the assets mentioned above.  We continue to be committed to that plan moving forward.  However, restricted stock presents notable difficulties when it comes to distribution.  We will work to dividend out portions of our investments, as we previously stated, working in coordination with all parties involved and in compliance with agreed upon terms and applicable securities law.

We are hard at work building a robust organization with a lucrative portfolio of assets that we hope will drive shareholder value.  We bring a highly qualified and motivated team with a substantial track record of turning over “a lot of rocks” in pursuit of assets that offer the right risk/return profile for our investors.

We appreciate your support as we move forward with continued focus and conviction. I want to personally thank you for being a shareholder.

Sincerely,

Anthony Hayes

About Spherix
Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company.
Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development and monetizing related intellectual property.

Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

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SOURCE Spherix Incorporated

NEW YORK, March 12, 2019 /PRNewswire/ — Spherix Incorporated (NASDAQ: SPEX)- a technology development company committed to the fostering of innovative ideas, announced today that it has filed its Annual Report on Form 10-K for the year ended December 31, 2018 with the Securities and Exchange Commission.

A copy of the Annual Report on Form 10-K is available to be viewed or downloaded from the Investor Relations Section of the Company’s Website, here. Financial highlights include a $7.5 million one time gain for the quarter, total assets of $13.3 million, approximately 8 million shares currently outstanding and no debt. Hard copies of the Annual Report on Form 10-K are being mailed to shareholders in advance of the Annual Meeting on April 15, 2019.

“2018 proved to be a pivotal year in the growth and development of the Company. During the fourth quarter that ended December 31, 2018, we recorded a $7.5 million one-time gain due in large part to the successful integration of our recent investments,” stated Anthony Hayes, CEO of Spherix.

“Going forward, we will continue to examine similar accretive acquisitions,” added Hayes.

About Spherix Incorporated

Spherix Incorporated is a technology development company committed to the fostering of innovative ideas. Spherix Incorporated was formed in 1967 as a scientific research company. Our activities generally include the acquisition and development of technology through internal or external research and development. In addition, we seek to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. We may alone, or in conjunction with others, develop products and processes associated with technology development and monetizing related intellectual property.

Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

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SOURCE Spherix Incorporated

NEW YORK, Nov. 27, 2018 /PRNewswire/ — Spherix Incorporated (Nasdaq: SPEX) today announced the funding of a study for KPC34, for pancreatic cancer, specifically pancreatic ductal adenocarcinoma (PDA).  PDA is considered the deadliest of major cancers and patients are in desperate need of improved therapies. Other than lung cancer, PDA is projected to kill more people than any other malignancy by the year 2030.

PDA is caused by chronic inflammatory stress associated with the increasingly common afflictions of obesity, type 2 diabetes, and pancreatitis, exacerbated by smoking and drinking.  KPC34 is a candidate therapeutic because it is activated preferentially inside tumor cells to release an inhibitor of DNA replication and a separate tumor promotion inhibitor.

Annually, more than 350,000 new cases of pancreatic cancer are diagnosed across the world.  According to the American Society of Clinical Oncology, a six-month course of gemcitabine, the chemotherapy drug typically used to treat advanced pancreatic cancer, costs about $23,500. Adding the drug erlotinib, which might increase survival time slightly, adds more than $16,500, for a total of more than $40,000. A study published in the journal Cancer found that stereotactic body radiotherapy, used in addition to chemotherapy, added an additional $13,700 to the total treatment cost.

Developed at Wake Forest School of Medicine, and licensed by CBM BioPharma, Inc. (“CBM”), KPC34 is a next generation treatment for acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL) and is designed to overcome multiple resistance challenges observed with the current standard of care. For more information, please visit: www.cbmbiopharmainc.com

This new study will establish whether KPC34, alone or in combination with synergistic, standard care compounds, is a feasible therapeutic option to prevent the onset and/or progression of PDA. The goal is to advance the potential applicability of the drug for the treatment of pancreatic cancer.

Mr. Anthony Hayes, CEO of Spherix commented, “Spherix is continuing its commitment to our merger with CBM and the advancement of these potential lifesaving drugs.  The prior data demonstrating that KPC34 inhibited ALL and AML in xenograft models is highly encouraging.  This new study aims to determine if those positive results can be extended to PDA.  If successful, we anticipate that this strategy will lead to the development of KPC34 for clinical trials in humans within the next year.  Management is excited to fund this study and we are enthusiastic about its potential.  We look forward to building synergies between KPC34 and the other pancreatic cancer drug licensed by CBM. My commitment and confidence in Spherix has never been stronger.  Our minority ownership in the electronic scooter and bike sharing business, plus our merger with CBM and other biopharma projects, provides a diversified opportunity for growth and real advancement towards a robust company.”

About Spherix

Spherix is committed to advancing innovation and technology by active participation in all areas of the patent market. Spherix draws on portfolios of pioneering technology patents to partner with and support product innovation. In addition to patent monetization efforts, Spherix has been transitioning to focus our efforts as a technology development company.  These efforts have focused on biotechnology research and blockchain technology research.  The Company’s biotechnology research development includes investments in Hoth Therapeutics Inc. and the proposed merger with CBM Biopharma, Inc. (“CBM”).  In the field of blockchain research, Spherix has invested in DatChat and The Bit Daily.  DatChat is a privately held personal privacy platform, focused on Encrypted Communication, Internet Security and Digital Rights Management.  The Bit Daily (https://www.thedailybit.news/) is a daily newsletter that summarizes the current blockchain and cryptocurrency news.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Contact:

 

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SOURCE Spherix Incorporated

NEW YORK, Oct. 29, 2018 /PRNewswire/ — Spherix Incorporated (Nasdaq: SPEX) today announced that it has added Dr. Rana Quraishi to the Company’s Advisory Board to assist the Company in evaluating potential opportunities in the biopharmaceutical area.

Dr. Rana Quraishi is the Director of New Ventures, at UM Ventures University of Maryland, Baltimore.  UM Ventures is a joint initiative bringing the University of Maryland, Baltimore and University of Maryland, College Park together to commercialize discoveries and create economic impact by engaging partners in industry and social ventures.  Dr. Quraishi has a Ph.D. in Molecular Biology and Biochemistry from Columbia University where she was also an undergraduate and an M.S. from Harvard University.

Dr. Quraishi has spent much of her career working in life science directed finance, investment and consulting organizations.

At the TCG Group, a premiere private equity firm, she focused on business development opportunities for its life science companies. Prior to this, she was a Principal at Conning Capital Partners/SwissRe an early stage private equity fund providing growth capital for entrepreneurial companies where she served on Boards of several portfolio companies.

Dr. Quraishi also served as CFO/Senior Advisor for Helicon Therapeutics, a start-up with assets contributed by Cold Spring Harbor and OSI Pharmaceuticals. She developed the company’s business plan and made investor presentations leading to initial funding. Helicon was subsequently acquired.

Earlier in her career Dr. Quraishi worked for Standard and Poor’s, GE Capital where she was Commercial Quality Leader for GE Capital and prior to that headed the Business Development Group at its FGIC subsidiary, J.E. Seagram and American Express where she led treasury and acquisitions and divestitures groups.

She has served on several for-profit and not for-profit boards and has also authored the widely read “Market Demand Study for Commercial Biotechnology, Biomedical, and Bioinformatics Facilities in New York City” for the New York City Partnership and Investment Fund.

Dr. Quraishi stated, “I’m committed to moving pioneering technologies toward commercialization and delighted to join the Spherix Advisory Board to advance that effort.”

Anthony Hayes, the Chief Executive Officer of Spherix stated, “We continue to make strategic investments in both biotechnology and human capital. Dr. Quraishi is another checkmark to assist us in our transformation into a biotech company. We are confident her experience and industry knowledge will assist Spherix through these exciting times. All of the pieces are coming together with the recently announced proposed merger with CBM and its ground breaking drug research.

About Spherix Incorporated

Spherix Incorporated was launched in 1967 as a scientific research company. Spherix is committed to advancing innovation by participation in the development of new technology. Spherix draws on portfolios of pioneering technology to support product innovation.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. We are a small company with limited financial resources and our scientific background and abilities to implement a commercialization strategy is subject to ever-changing market conditions and rapidly-advancing technologies over which we have no control. While we believe that these forward-looking statements are reasonable, market conditions and competition in the marketplace is ever-changing and we have no control over these influences. As a result, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”) including, but not limited to, the Risk Factors relating to the Company’s patent business and other aspects of the Company’s business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

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SOURCE Spherix Incorporated