SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

[SPHERIX INCORPORATED LOGO]

12051 Indian Creek Court
Beltsville, Maryland 20705

12051 Indian Creek Court Beltsville, Maryland 20705

Notice of Annual Meeting of Stockholders
to be held on May 15, 20022003
and Proxy Statement

        The Annual Meeting of Stockholders of Spherix® Incorporated (the "Company") will be held at the Company's headquarters, 12051 Indian Creek Court, Beltsville, Maryland 20705, on May 15, 2002,2003, at 2:00 p.m., Eastern Daylight Time.

        The items of business are:

(1)

Election of nine (9)seven (7) Directors to serve until new Directors are elected at the next Annual Meeting or, should any resign after election or become incapable of serving, until the respective successors are duly appointed for the remainder of the year.



(2)

Approval of the Spherix Employee Stock Purchase Plan.



(3)

Ratification of the appointment of the independent accountants.



(3)(4)

Transaction of other business that may properly come before the Meeting.

        These items are more fully described in the following pages, which are hereby made part of this Notice.

        The Company's Proxy Statement, Proxy Card, Annual Report on Form 10-K, and Summary Annual Report for 20012002 accompany this Notice.

        Pursuant to the Bylaws of the Company, the Board of Directors has fixed the close of business on March 18, 200217, 2003 as the Record Date for determination of Stockholders entitled to Notice and to vote at the Annual Meeting and any adjournment thereof. Only Common Stockholders of record on the date so fixed are entitled to vote.

BY ORDER OF THE BOARD OF DIRECTORS
Katherine M. Brailer, Corporate Secretary

PLEASE EXECUTE AND PROMPTLY RETURN THE ENCLOSED PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. IF YOU DO ATTEND THE MEETING AND VOTE PERSONALLY, YOUR PROXY WILL AUTOMATICALLY BE REVOKED AT THAT TIME.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
May 15, 20022003

        This Proxy Statement is being mailed on or about April 8, 2002,16, 2003, with the solicitation of Proxies in the accompanying form by the Board of Directors of Spherix® Incorporated, a Delaware corporation. The Annual Meeting of its Stockholders will be held May 15, 2002,2003, at 2:00 p.m. E.D.T., at the Company's headquarters, 12051 Indian Creek Court, Beltsville, Maryland 20705. The cost of solicitation of Proxies will be borne by the Company. The Company will reimburse brokers, banks, and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending Company-supplied Proxy materials to the beneficial owners of the Common Stock. In addition to solicitations by mail, Directors, Officers and employees of the Company may solicit Proxies personally or by telegraph or telephone without additional compensation.

        All shares represented by Proxy will be voted at the Meeting in accordance with the choices specified on the Proxy, and where no choice is specified, in accordance with the recommendations of the Board of Directors. Thus, where no choice is specified, the Proxies will be voted for the election of Directors, for the approval of the Spherix Employee Stock Purchase Plan, and for ratification of the appointment of independent accountants. A Stockholder giving a Proxy will have the power to revoke it at any time before it is exercised. A Proxy will be revoked automatically if the Stockholder who executed it is present at the Meeting and elects to vote in person.

        Each Stockholder will be entitled to one vote for each share of Common Stock $.005 par value per share ("Common Stock") held by the Stockholder at the close of business on March 18, 2002.17, 2003. At that time, there were 10,759,06811,351,057 shares of Common Stock outstanding.

        In accordance with the laws of the State of Delaware and the Company's Certificate of Incorporation and By-Laws, a majority of the outstanding shares of Common Stock will constitute a quorum at the Meeting. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum for the transaction of business. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Abstentions and broker non-votes are not counted for purposes of the election of Directors. An abstention will be counted as a vote against the approval of any other matter to come before the Annual Meeting. Broker non-votes will have no effect on the outcome of any other matter scheduled to come before the Annual Meeting.

It is anticipated that the Directors and Officers will vote their shares of Common Stockin favor of the Nominees for election to the Board of Directors listed herein,for the approval of the Spherix Employee Stock Purchase Plan, andfor ratification of the appointment of independent accountants listed herein.

ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)

        Directors are to be elected at the Annual Meeting to serve until the next Annual Meeting of Stockholders or, upon resignation or inability to serve, until their respective successors are duly appointed for the remainder of the year. The Bylaws of the Company authorize up to eleven (11) Directors. However, the Nominating Committee believes it is not presently necessary or cost effective to fill all Board positions. Unless otherwise instructed, the persons named in the accompanying Proxy intend to vote the Shares represented by the Proxy FOR the election of the nine (9)seven (7) Nominees listed below. Although it is not contemplated that any Nominee will decline or be unable to serve as a Director, in such event, Proxies will be voted by the Proxy holder for such other persons as may be designated by the Board of Directors, unless the Board of Directors reduces the number of Directors to be elected. Election of a Board of Directors requires a plurality of the votes cast at the Meeting.

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        The current Board of Directors are Dr. Gilbert V. Levin, David H. Affeldt,Dr. Lionel V. Baldwin, Mr. Thomas W. Gantt, Mrs. M. Karen Levin, Dr. Anne S. MacLeod, Mr. Thomas G. Moore, and Deborah S. Streb.Mrs. Carol Y. Sanchez.

        The following table sets forth the Nominees for Membership on the 2003-2004 Spherix Board of Directors. It also provides certain information about the Nominees for Directors as of March 18, 2002.17, 2003.

Nominees for Election to Board of Directors

        Dr. Levin founded the Company in 1967 and has been Chair, President and/or CEOChief Executive Officer since incorporation. He is also Director of the Firm's BioSpherix Division, reporting directly to the Board. He previously served in the public health departments of Maryland, California, and the District of Columbia and, subsequently, as a research scientist and corporate official. Among his inventions are low-caloric sweeteners; biological nutrient removal (BNR) for municipal wastewater, rapid detection and identification of microorganisms; and the Labeled Release life detection experiment that landed on Mars in 1976 aboard NASA's Viking Mission. He holds a Bachelor's, Master's, and a Ph.D., all from The Johns Hopkins University, where he also served on its Board of Trustees and presently serves on its National Advisory Councils for the Whiting School of Engineering and for the Sheridan Libraries.

        Mr. Affeldt joined Spherix in 1998 as Director of Technical Services and was elected Executive Vice President. He was elected by the Board to the Office of President and COO effective January 1, 2001. He is responsible for oversight of the Company's operations. He works with the other Officers and top management to formulate policy and to develop business strategy. Before joining Spherix, he was Vice President of Capital Technology Information Services, where he managed several aspects of that firm's 600% growth over 2 years. Previously, he served as Director of Information Systems of an advanced computer center for a Department of Defense program. Mr. Affeldt holds an M.B.A. from Loyola College and a B.S. from Towson University, specializing in computer technology.

        Dr. Baldwin is President Emeritus, National Technological University (NTU), and President, NTU Foundation, Fort Collins, Colorado. Prior to founding NTU in 1984, he served as Dean of the College of Engineering at Colorado State University (CSU) for 20 years. In that position, he also coordinated research programs with emphasis on the environment. Dr. Baldwin is a leader in developing linkages between industry and universities. In 1967, he created the first interactive television (ITV) program in the Nation, employing courier-carried videotape to deliver CSU graduate classes to several Colorado industries. He has published over 50 technical papers on turbulent diffusion in the atmosphere and educational technology issues. Dr. Baldwin holds a Ph.D. from Case Institute of Technology.

        Mr. Gantt, President of TWG Associates, a company he founded in 1996 to consult with government contractors on financial aspects of their businesses, previously served corporations in a variety of senior financial and administrative positions. His 30 years of such experience include the positions of Director of Finance and Contracts Administration at University Research Corporation, Comptroller and Manager of Administrative Services at Applied Management Sciences, Manager of

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Administration/Accounting at Hittman Associates and Director of Finance and Administration at the Graduate School of the U.S. Department of Agriculture. He also served as Executive Director and Chief Financial Officer of The Battle of Normandy Foundation. Prior to his nomination for a Board position, Mr. Gantt served Spherix as a financial consultant. He obtained his B.S. degree in business administration and accounting at Texas A & M University—Corpus Christi in 1966, and successfully completed graduate studies in business and psychology at Fairleigh Dickinson University and The Johns Hopkins University.

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        Mrs. Levin is Vice President for Corporate Communications. Mrs. Levin leads Spherix's public relations information efforts and coordinates proposals for government and commercial business development. She served as Director of the Company's Information Services Division for 25 years, while it grew into a major sector spawning the Government and Commercial Information Divisions. Previously, Mrs. Levin was science and medical reporter and writer for the Washington Bureau of Newsweek magazine. She also served as writer and public information consultant to the National Institute of Mental Health. She joined the Company in 1968, a year after its founding. Mrs. Levin holds a B.A. in English from Vassar College. Mrs. Levin is the wife of Dr. Levin.

        Dr. MacLeod is Professor, College of Library and Information Services and former Acting Director of Libraries, University of Maryland, College Park. She is also a specialist in the design of communications for specific audiences, and is an authority on literature for children and youths. Dr. MacLeod holds a Ph.D. in American history and a Master of Library Sciences, both from the University of Maryland.

        Mr. Moore was President and Chief Executive Officer of Community Bank of Maryland from 1990 until his retirement early in 2001. Prior to his career at Community, he was President and Chief Executive Officer at Farmers National Bank of Maryland and at Central National Bank of Maryland. After obtaining his B.A. in economics at the University of Maryland, Mr. Moore obtained his L.L.B. at the University of Baltimore. He has studied investment banking at the New York Institute of Finance, and completed the commercial banking program at the Stonier Graduate School of Banking of Rutgers University. Mr. Moore served on the Board of the Bowie Health Center Foundation, and has been on the Boards of the Washington Adventist Hospital and the Anne Arundel Medical Center. He currently serves as an arbitrator for NASD Dispute Resolution, Inc.

        Mrs. Sanchez, a systems analyst and program manager, worked for 7 years for IBM in progressively responsible positions, winning awards at each step. She led an interdisciplinary team of HR program managers, IT architects, and communications experts to produce a single knowledge-base accessible to IBM employees across the U.S. She then served as a key member of a corporate task force to redesign IBM's U.S. management intranet. In the 4 years between earning her B.A. from Cornell and her M.A. from the University of Michigan, Mrs. Sanchez worked for Spherix as Facilities Manager. Mrs. Sanchez currently is the proprietor of Web Designs, Raleigh,Wake Forest, North Carolina. She is the daughter of Dr. and Mrs. Levin.

        In early 2003, Mr. David H. Affeldt and Mrs. Deborah S. Streb is Chief Administrative Officer, UnitedHealthcare. Startingresigned as Project Manager in 1988, she has served that company in increasingly responsible technical and administrative positions, becoming Vice President, Administration in 1997, and achieving her current position in 1998. After graduating with the degreemembers of Bachelor of Science, Biomedical Communications from the Ohio State University College of Medicine School of Allied Medical Professions in 1977, Mrs. Streb's employment encompassed computer programming and analysis, systems analysis, documentation specialties and technical management at firms including Warner Amex, Bank One of Columbus, NA, and Rockwell International. Mrs. Streb serves on the Immunization Registry Advisory Council of Project LOVE, on the Board of Directors of the Columbus Cancer Clinic, and as a Trustee of the Central Ohio Chapter of the Leukemia Society of America.Directors.

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        In 2001, each of the non-employee Directors was granted options for 1,000 shares of Common Stock. The options have an exercise price of $9.55 per share and expire on November 15, 2006.        Each non-employee Director was paid an annual retainer of $2,000 and fees of $1,200 for each Meeting of the Board and each in-person Committee Meeting he or she attended that did not coincide with a Board Meeting. In 2002, each of the non-employee Directors was granted options for 1,000 shares of Common Stock. The options have an exercise price of $7.35 per share and expire on November 20, 2007. Employee Directors are not paid for their services as Directors, nor do they receive options for their service as Directors.

        No Director serves as a Directordirector of any other publicly-held company. There is not and has not been for the previous two fiscal years any relationship between the Company and any public company in which any Director has a 1% or greater interest.

Board Ofof Directors and Committee Meetings in Board Year 2001-20022002-2003

        The Company's Board of Directors held four (4) Regular Meetings from May 15, 2001,2002, to February 2002, all2003, three (3) of which were attended by all members.members; Mrs. Sanchez was unable to attend the August 2, 2002 Meeting. In addition, there were four (4)was one (1) special meetings.meeting attended by all members. The Board of Directors has five (5)seven (7) Committees: Audit, BioSpherix Oversight, Compensation,

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Employee Benefits, Executive, InfoSpherix Oversight, and Nominating. The Committees generally meet quarterly.

        The Audit Committee members are Thomas W. Gantt,during 2002 were Mr. Moore, Chair; Thomas G. Moore;Mr. Gantt; and Deborah S.Mrs. Streb. Dr. MacLeod was appointed to replace Mrs. Streb on the Audit Committee after her resignation. All such members are independent as defined in the rules of the NASD. The Committee has authority to review the financial records of the Company, deal with its independent auditors, recommend to the Board policies with respect to financial reporting, and investigate all aspects of the Company's business. There were four (4) meetings,five (5) Audit Committee Meetings, which were attended by all Committee Members. A written charter has been adopted for the Audit Committee.

        The BioSpherix Oversight Committee was added late in 2002 to lend oversight and guidance to the BioSpherix Division while it seeks growth and profitability. Its members are Dr. Baldwin, Mr. Gantt, and Dr. Levin. There were four (4) meetings, attended by all Committee Members.

        The Compensation Committee recommends various incentives for key employees to encourage and reward increasedinc reased corporate financial performance, productivity and innovation. Its members are Lionel V.Dr. Baldwin, Chair; Anne S. MacLeod;Dr. MacLeod, and Thomas G.Mr. Moore. There were three (3)four (4) meetings, attended by all Committee Members.

        The Employee Benefits Committee oversees the management of the Company's Retirement Plan and all non-compensation fringe benefits. Its members are Deborah S.during 2002 were Mrs. Streb, Chair; David H.Mr. Affeldt; M. Karen Levin; Anne S. MacLeod; and Karen L. Higgins (staff).Mrs. Sanchez. Upon the resignation of Mrs. Streb, Mrs. Levin was appointed as Chair of the Committee. Four (4) meetings were held, three (3) attended by all Committee Members.Members; Mrs. Sanchez was unable to attend the August 2, 2002 Meeting.

        The Executive Committee may act on behalf of the Board of Directors on matters requiring action in the interim between meetings of the full Board. Its members are Gilbert V.during 2002 were Dr. Levin, Chair; David H.Mr. Affeldt; Lionel V.Dr. Baldwin; and Thomas G.Mr. Moore. No meetings were held by this Committee.

        The InfoSpherix Oversight Committee was formed early in 2003 as a parallel effort to that of the BioSpherix Oversight Committee and is made of the same members. This Committee held one (1) meeting, attended by all Members.

        The Nominating Committee nominates the proposed Board for election by the Stockholders. Its members are Gilbert V.Dr. Levin and M. KarenMrs. Levin, who held one (1) meeting. Any Stockholder wishing to propose a nominee should submit a recommendation in writing to the Company's CEO, indicating the nominee's qualifications and other relevant biographical information and providing confirmation of the nominee's consent to serve as a Director.

Security Ownership Of Certain Beneficial Owners And Management

        The following table sets forth the shares of Common Stock beneficially owned by all Officers and Directors as a group as of March 18, 2002.17, 2003. Except for Gilbert V.Dr. Levin, Chair of the Board and CEO; M. KarenMrs. Levin, Vice President for Communications; and RGC International Investors LDC ("RGC"), c/o Rose Glen Capital Management, L.P., 251 St. Asaphs Road, Suite 200, 3 Bala Plaza East, Bala Cynwyd, Pennsylvania 19004, no person is known by the Company to own beneficially more than 5% of the outstanding Common Stock. The ownership of Dr. and Mrs. Levin is detailed below. As of December 31, 2001,2002, RGC owned 225,982no shares of Common Stock and held warrants to acquire up to an additional 1,660,9731,085,973 shares of Common Stock, exercisable at prices ranging from $6.40 to $8.00$6.90625 per share. The warrants provide, however, that the ownership of RGC and its affiliates may not exceed 9.9% of the outstanding shares of Common Stock of the Company.

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Beneficial Ownership of Common Stock by Officers and Directors

*

Less than 1% of the outstanding shares of Common Stock of the Company.

(1)

Includes 1,600 shares held jointly with M. KarenGilbert V. Levin.

(2)

Included in the number of shares beneficially owned by M.K. Levin, G.V. Levin, C.Y. Sanchez, L.V. Baldwin, R.C. Levin, L.V. Baldwin, D.H. Affeldt,T.G. Moore, A.S. MacLeod, T.G. Moore,T.W. Gantt, R.A. Downs, D.S. Streb, T.W. Gantt, and All Officers and Directors as a Group are 46,000, 25,250, 46,750, 9,000, 10,000, 9,000, 2,000, 4,000, 2,000, 2,000,27,250, 8,250, 1,000, 5,000, 13,500, 3,000, 5,000, 3,000, 1,875, and 156,00067,875 shares, respectively, which such persons have a right to acquire within 60 days pursuant to stock options.

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        As of March 18, 2002, Gilbert V.17, 2003, Dr. Levin, Chair, Chief Executive Officer, and Treasurer and M. KarenMrs. Levin, Vice President for Communications, 3180 Harness Creek Rd., Annapolis, Maryland, beneficially owned in the aggregate 2,832,9572,755,007 shares of Common Stock (23.5%(21.9% of the 12,031,34312,602,730 outstanding sharesshare¹). Dr. Gilbert V. Levin and Mrs. M. KarenMrs. Levin are husband and wife. As principal Stockholdersstockholders of the Company, they are considered control persons with respect to the Company.

1

Includes 1,251,673 shares which could be acquired pursuant to stock options or warrants within 60 days.

        All Directors and Officers as a group, as beneficial owners of 2,965,9232,922,498 shares of Common Stock, owned 24.7%23.2% of the 12,031,34312,602,730 outstanding shares¹. 1. With the exception of RGC and Cede & Co., the holder of record for certain brokerage firms and banks, no other person is known by the Company to own beneficially more than 5% of the outstanding Common Stock of the Company.

        In 1978, with Stockholder approval, the Company entered into agreement with Gilbert V. Levin and M. Karen Levin whereby, upon their death, the Company would redeem from their estates the number of Common Shares necessary to pay estate taxes and administrative expenses of the estate, up to $5 million designed to avoid a possible overhang of a forced sale of stock. This agreement is funded (at present values) by a life insurance policy on the Levins for which the Company is the beneficiary. Although the number of shares that would be redeemed is indeterminable, such redemption may affect ownership and control of the Company.

        In February 2001, the Board of Directors adopted the Rights Agreement (the "Agreement"). The Agreement provides each stockholder of record a dividend distribution of one "right" for each outstanding share of the Company's common stock.Common Stock. Rights become exercisable at the earlier of ten days following: (1) a public announcement that an acquirer has purchased or has the right to acquire 10% or more of the Company's common stock,Common Stock, or (2) the commencement of a tender offer which would result in an offeror beneficially owning 10% or more of the outstanding common stockCommon Stock of the Company. All rights held by an acquirer or offeror expire on the announced acquisition date, and all rights expire at the close of business on December 31, 2010. Each right entitles a stockholder to acquire at a stated purchase price, 1/100 of a share of the Company's preferred stock, which carries voting and dividend rights similar to one share of its common stock.Common Stock. Alternatively, a right holder may elect to purchase for the stated price an equivalent number of shares of the Company's common stockCommon Stock at a price per share equal to one-half of the average market price for a specified period. In lieu of the stated purchase price, a right holder may elect to acquire one-half of the common stockCommon Stock available under the second option. The purchase price of the preferred stock fractional amount is subject to adjustment for certain events as described in the Agreement. At the discretion of a majority of the

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Board and within a specified time period, the Company may redeem all of the rights at a price of $0.001 per right. The Board may also amend any provisions of the Agreement prior to exercise.

1

Includes 1,272,275 shares which could be acquired pursuant to stock options or warrants within 60 days.

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Executive Officers

        Officers are elected annually by the Board of Directors. The Executive Officers of the Company as of December 31, 2001,March 17, 2003, are listed in the following table.

Executive Officers as of December 31, 2001March 17, 2003

        Dr. and Mrs. Levin's and Mr. Affeldt's professional experience are discussed above.

        Mr. Roger A. Downs was elected to the Office of Vice President of Operations on February 16, 2001. Mr. Downs previously served as Director of Business Development and Director of the Commercial Information Services Division, where he grew a strong health-related pharmaceutical program for the Firm. Prior to joining Spherix, he served as Senior Vice President-Quality Service at Standard Federal Savings Bank in Frederick, Maryland, Vice President-Sales at Dynatech Packet Technology in Springfield, Virginia, and Senior Vice President-Retail Banking at Bankers Trust Company in Des Moines, Iowa. Mr. Downs holds a M.P.A. from Drake University School of Public Administration in Des Moines, Iowa and a B.S. from Upper Iowa University in Fayette, Iowa.

        Mr. Richard C. Levin joined the Company in 1991 as Business Manager. Mr. Levin has progressed through various executive positions within the Company. In 2001, Mr. Levin was elected toCompany and served as the newly established position of CFO and Vice President for Administration.Administration during 2002. In February 2003, Mr. Levin was promoted to the position of Interim President of the InfoSpherix Division. Prior to joining Spherix, he was the General Manager of the Catalyst Research Division of the Mine Safety Appliances Company. Mr. Levin holds a B.S. in business administration from the University of Baltimore and is a C.P.A. in the State of Maryland. Mr. Levin is the nephew of Dr. and Mrs. Levin.

7        Mr. Affeldt resigned as President and Chief Operating Officer of the Company in early 2003.

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Executive Compensation Tables

Summary of Compensation in Last Three Fiscal Years

        The following summary of compensation table sets forth the compensation paid by the Company during the three years ended December 31, 2001,2002, to Executive Officers earning in excess of $100,000 during any year.

Summary of Compensation

(1)

Bonuses are based on the financial performance of the Company and are awarded by the Board of Directors pursuant to an incentive compensation plan.

(2)

Includes compensation expense for automobile allowances.

(3)

Represents the number of options.

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Option Grants in Last Fiscal Year

        The following option grants table sets forth the total options granted by the Company during the year ended December 31, 2001,2002, to the Executive Officers earning in excess of $100,000 during the year.

Option Grants

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        The Spherix Incorporated Nonqualified Stock Option Plan (the "1987 Plan")terms of Dr. Levin's 1995 Employment Agreement provided that the number of options awarded to Dr. Levin would not be lesser than those provided to executives with junior authority or duties. In 2002, it was established in May 1987brought to provide certain key employees having substantial responsibilities for the direction and managementBoard's attention that this part of the Company with an additional incentive to promote the successAgreement had been overlooked, and Dr. Levin was accordingly awarded options for 122,000 shares of the Company andCompany's Common Stock to encourage them to remain in the employ of the Company. The 1987 Plan provided for the issuance of up to 4,400,000 shares of Common Stock. No further awards could be made under the 1987 Plan after May 14, 1997. As of December 31, 2001, there were 88,375 outstanding options granted to individuals including the above-named Officers, all of which were exercisable as of such date.correct this oversight.

        The Spherix Incorporated 1997 Stock Option Plan (the "1997 Plan") was approved by the Company's Stockholders on May 15, 1998. The 1997 Plan provides for the grant of incentive stock options and non-qualified stock options to select employees of the Company. The 1997 Plan provides for the issuance of up to 1,000,000 shares of Common Stock. As of December 31, 2001,2002, there were 528,200888,475 outstanding options granted to individuals including the above-named Officers, including 102,252119,625 that were exercisable as of such date.

Aggregated Options Exercises in Last Fiscal Year and Fiscal Year-End Option Values

        The following aggregated options table sets forth the total options exercised during the year ended December 31, 2001,200 2, and fiscal year-end (FYE) 20012002 option values for those Executive Officers earning in excess of $100,000 during the year.

Aggregated Options Exercises

(1)

Under the terms of Mr. Affeldt's resignation, he has up to six months to exercise vested options; no further options will vest.

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Long-Term Incentive Plans—Awards in Last Fiscal Year

        There were no long-term Incentive Plan awards during 2001.2002.

        To ensure the availability of their services to the Company after their retirement, Dr. and Mrs. Levin each has entered into a consulting agreement with the Company, under which they will provide the Company post-retirement consulting services of not less than twenty-four (24) days per year for ten (10) years at a daily rate equal to 125% of their respective maximum average daily rate of salary adjusted in subsequent years for changes in the cost of living. In addition, Dr. and Mrs. Levin and the Company have entered into supplementary retirement plan agreements pursuant to which they will receive retirement compensation based on the difference between seventy and sixty percent (70%) and 60%, respectively) of their average annual total compensation, and their social security payments plus assumed returns from investment of their funded pension plans. The supplementary retirement plan is unfunded. No accruals for such were required in 2001.2002. The Company hasalso agreed to pay certain long term health insurance premiums for Dr. and Mrs. Levin following their retirement.

        Effective January 1, 1990, the Company established the Spherix Incorporated 401(k) Retirement Plan. The Plan is a discretionary defined contribution plan and covers substantially all employees who have attained the age of 21, have completed six months of service, and have worked a minimum of 500 hours. The Company matches an amount equal to 50% of the employees' contribution, up to 5% of the employees' eligible compensation. No Spherix stock has been bought by this fund or issued to it by the Company in lieu of cash contributions.

Equity Compensation Plan Information

        The following table provides information about the Company's Common Stock that may be issued upon the exercise of options and rights under all of the Company's existing equity compensation plans as of December 31, 2002 (all of which have been approved by the Company's stockholders), as well as rights to acquire shares of the Company's Common Stock granted to an unaffiliated investor pursuant to a warrant issued by the Company in connection with a private placement of securities and rights to acquire shares of Company Common Stock granted to the non-employee members of the Board of Directors of the Company.

1

Consists of stock options issued to the Board of Directors.

2

Consists of warrant issued to an unaffiliated institutional investor in connection with a private placement of securities.

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COMMITTEES

        Committees are appointed annually by the Chair.

Report of the Compensation Committee

        The following report of the Compensation Committee and the performance graphs included elsewhere in this proxy statement do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report or the performance graphs by reference therein.

        The Company's compensation program for executives consists of four key elements:

•

a base industry competitive salary;



•

an annual review of the salary by the BoardBoard;



•

a Company-performance-based annual bonus opportunity; and



•

stock options based on individual performance.

        The Compensation Committee believes that this four-part approach serves the interests of the Company and its shareholders. It enables the Company to meet the requirements of the highly competitive environment in which the Company operates, while ensuring that executive officers are compensated in a way that advances both the short-term and long-term interests of shareholders. Under this approach, compensation for these officers involves a high proportion of pay that is "at risk"—namely, the annual bonus and stock options. The annual bonus is based on Company performance in meeting or exceeding its Annual Business Plan and Critical Success Factors as determined by the Board. Stock options relate a significant portion of long-term remuneration directly to stock price appreciation realized by all of the Company's shareholders.

        Base Salary—Salary — Base salaries for the Company's executive officers, as well as changes in such salaries, are determined annually by the Board based upon recommendations of the Compensation Committee, taking into account such factors as competitive industry salaries, a subjective assessment of the nature of the position and the contribution and experience of the officer and the length of the officer's service.

        Annual Review—Review — Executive officers' performances are reviewed annually by the Compensation Committee and recommendations for raises are made to the Board for its action. Based on the results of operations for 2002, Executive Officer's salaries were decreased five percent.

        Annual Bonus—AnnualBonus — No annual bonuses for 20012002 were paid to executive officers of the Company were granted under the Company's Amended And Restated Incentive Compensation Plan (the "Incentive Plan"). The Incentive Plan, which pays awards in cash, is administered by the Board on the recommendation of the Compensation Committee. The Committee's recommendations are based on achievement of "expected," "excellent," or "outstanding" performance under the Company's Annual Business Plan. After the end of the year, the Committee determined that the 20012002 targets had not been met and, accordingly, the Board approved the payment of annual bonuses under the Incentive Plan. The amounts of the bonuses are set forth in the Executive Compensation Summary Table.met.

        Stock Options—Options — The final component of the Company's executive compensation program is the grant of stock options. The number of options granted is based on each executive's individual performance, level of responsibility, and the Company's performance. As is the case with annual bonuses, the Compensation Committee recommends such awards to the Board for action. Stock options are used as incentives to motivate the key managers of the Company's operations as well as Company executive officers, and to induce the executive to remain in the employment of the Company. Accordingly, the Compensation Committee permits stock options to be exercisable with tenure requirement.

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        As Chief Executive Officer, Dr. Levin is compensated pursuant to an employment agreement entered into in November 1995on May 15, 2002 and which upon expiration in 2001, was extendedexpires on a month-by-month basis.December 31, 2004. The agreement as amended, provides for an annual base salary of $233,400$233,500 and the opportunity for annual bonuses under the Incentive Plan. In November 2001, Dr. Levin was grantedawarded options for 5,000122,000 shares of the Company's Common Stock in May 2002 pursuant to his 1995 Employment Agreement, and options for 750 shares of the Company's Common Stock in November 2002, both under itsthe 1997 Stock Option Plan. Dr. Levin was not awarded a $32,584 bonus in February 2002 as a result ofsince the Company meetingdid not meet the 20012002 performance targets.

        This report is submitted by the Compensation Committee of the Board of Directors:

Lionel V. Baldwin, Chair
Anne S. MacLeod
Thomas G. Moore

Compensation Committee Interlocks and Insider Participation

        The Compensation Committee of Spherix during the fiscal year ended December 31, 2001,2002, consisted of Messrs. Lionel V.Dr. Baldwin, Thomas G.Mr. Moore, and Ms. Anne S.Dr. MacLeod. None of such individuals have served as an officer or employee of the Company nor is there any other relationship between any member of the Compensation Committee and the Company which is required to be disclosed under applicable proxy regulations.

Report of the Audit Committee

        The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

        During fiscal 2001,2002, in overseeing the preparation of the Company's financial statements, the Audit Committee met with both management and the Company's outside auditors to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Committee discussed the statements with both management and the outside auditors. The Committee's review included receipt of written disclosures and letter from the outside auditors as well as a discussion with the outside auditors of matters required pursuant to Statement on Auditing Standards No. 61 (Communication With Audit Committees).

        With respect to the Company's outside auditors, the Committee, among other things, discussed with the auditors matters relating to their independence, including the disclosures made to the Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

        On the basis of these reviews and discussions, the Committee recommended to the Board of Directors that the Board approve the inclusion of the Company's audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001,2002, for filing with the Securities and Exchange Commission.

        This report is submitted by the Audit Committee of the Board of Directors:

Thomas W. Gantt,G. Moore, Chair
Thomas G. MooreW. Gantt
DeborahAnne S. StrebMacLeod

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Grant Thornton LLP Fees For Fiscal 20012002

        Audit Fees.    Audit fees billed to the Company by Grant Thornton LLP with respect to the 20012002 annual audited and quarterly reviewed financial statements were $71,600.$77,600.

        Financial Information Systems Design And Implementation Fees.    No services were performed by, or fees incurred to, Grant Thornton LLP in connection with financial information systems design and implementation projects for 2001.2002.

        All Other Fees.    All other fees billed by Grant Thornton LLP with respect to 20012002 were $8,500$9,000 related to tax services.

        The Audit Committee considered whether the provision of services referenced above under "All Other Fees" is compatible with maintaining Grant Thornton's independence.

Performance Graph

        The following graph assumes $100 was invested on December 31, 19961997 in Spherix common stock,Common Stock, the S&P 500 Index and the S&P small cap 600. It compares the cumulative total return on each, assuming reinvestment of dividends, for the five-year period ended December 31, 2001.2002.

Cumulative Total Return
Based upon an initial investment of $100 on December 31, 19961997
with dividends reinvested

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EMPLOYEE STOCK PURCHASE PLAN
(Item 2 on the Proxy Card)

        The Board of Directors believes it is in the best interests of the Company to encourage stock ownership by our employees. Accordingly, the Board of Directors has adopted, subject to stockholder approval, the 2003 Employee Stock Purchase Plan (the "2003 Plan"). An aggregate of 500,000 shares of our Common Stock (subject to adjustment as set forth below) may be issued pursuant to the 2003 Plan. If approved by the stockholders, the 2003 Plan would become effective as of July 1, 2003.

        The following is a summary of the material provisions of the 2003 Plan. The summary, however, does not purport to be a complete description of all the provisions of the 2003 Plan. A copy of the 2003 Plan is attached hereto as Attachment A.

General

        The 2003 Plan is intended to qualify under Section 423 of the Internal Revenue Code. It is not a tax-qualified, deferred compensation plan under Section 401(a) of the Code, nor is it subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The purpose of the 2003 Plan is to provide employees (including officers and employee directors) of the Company with an opportunity to purchase Common Stock of the Company at a discount to market price through payroll deductions.

Administration

        The 2003 Plan is administered by the Compensation Committee of the Board of Directors of the Company or another committee appointed by the Board (the "Committee"). All questions of interpretation or application of the 2003 Plan are determined by the Committee, and its decisions are final, conclusive and binding upon all participants.

Number of Shares

        The 2003 Plan initially authorizes up to 500,000 shares of Common Stock, which amount will automatically increase on the first trading day of January of each calendar year (beginning with 2004) by an amount equal to 0.5% of the total number of shares of Common Stock outstanding at the end of the preceding calendar year. In no event shall any such annual increase exceed 250,000 shares.

Eligibility and Participation

        All employees are eligible to participate in the 2003 Plan, subject to certain limitations imposed by the Internal Revenue Code. Eligible employees become participants in the 2003 Plan by filing with the Company a subscription agreement authorizing payroll deductions prior to the applicable offering date. A participant's subscription agreement continues to be effective for each consecutive offering period until the participant withdraws from the 2003 Plan or ceases to be eligible to participate in the 2003 Plan.

        As of March 1, 2003, approximately 425 employees, including executive officers, were eligible to participate in the 2003 Plan. Members of the Company's Board of Directors who are not employees and other non-employees such as consultants are not eligible to participate. The actual benefits, if any, to participants in the 2003 Plan are not determinable prior to the purchase of shares thereunder as the value, if any, of such shares to their holders is represented by the difference between the market price of a share of the Company's Common Stock on the date of the purchase and the purchase price of the shares, as described below.

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Offering Periods; Purchase Price

        The 2003 Plan will be implemented by a series of consecutive offering periods of six (6) months duration. Purchases will be made for participants on each June 30 and December 31 by applying payroll deductions accumulated over the preceding six (6) months towards such purchases. The price at which these purchases will be made will equal to eighty-five percent (85%) of the lesser of (i) fair market value of the Common Stock on the first day of the offering period or (ii) fair market value of the Common Stock on the last day of the offering period.

Limitations on Participation

        Employees are permitted to have up to ten percent (10%) of their compensation accumulated and applied toward purchases of shares under the 2003 Plan. An employee may not participate in the 2003 Plan if, immediately after he or she joined, he or she (or any other person whose stock would be attributed to such employee under stock attribution rules of the Internal Revenue Code) would own stock and/or hold rights to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company. The 2003 Plan also limits an employee's rights to purchase stock under all employee stock purchase plans of the Company to no more than $25,000 of stock (based on the fair market value in the first day of an offering period) for each calendar year.

        If any employee does not withdraw prior to the end of an offering period, he or she will continue to participate in the next offering period that begins following the end of that offering period.

Payroll Deductions

        The purchase price of the shares to be acquired under the 2003 Plan is accumulated by payroll deductions over an offering period. The deductions may not be at a rate of less than one percent (1%) or more than ten percent (10%) of a participant's compensation on each payday during the offering period. A participant may discontinue his or her participation in the 2003 Plan by withdrawing at any time. When a participant withdraws, he or she receives back the payroll deductions accumulated under the 2003 Plan, but does not receive interest on such amounts. Amounts contributed to the 2003 Plan become part of the Company's general funds and are not required to be segregated. Payroll deductions for a participant begin with the first full payroll following the date he or she joins the 2003 Plan. To the extent necessary to comply with Internal Revenue Code provisions and certain purchase limitations of the 2003 Plan, a participant's payroll deductions may be decreased to nothing.

Termination of Employment or Loss of Eligibility

        Termination of a participant's employment for any reason, including retirement or death, or the failure of the participant to remain in the continuous employ of the Company, causes the employee to become ineligible to participate in the 2003 Plan.

Restrictions on Transfer

        Shares of Common Stock purchased under the 2003 Plan may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of for a period of one (1) year following the date of purchase of the shares. All certificates evidencing shares of Common Stock purchased under the 2003 Plan shall bear an appropriate legend referring to this restriction.

        The Company intends to register the shares of Common Stock issueable under the 2003 Plan via a Form S-8 Registration Statement.

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Capital Changes

        In the event any change is made in the Company's capitalization, such as a stock split or stock dividend that results in an increase or decrease in the number of shares of Common Stock outstanding without receipt of consideration by the Company, appropriate adjustment may be made by the Committee in the purchase price and in the number of shares subject to options under the 2003 Plan and to the number of shares authorized for issuance under the 2003 Plan.

        In the event of a merger of the Company with or into another corporation or a sale of substantially all of the Company's assets, each right to purchase stock under the 2003 Plan will be assumed or an equivalent right substituted by the successor corporation unless the successor corporation refuses to assume or substitute for outstanding options, in which case the offering period shall be shortened so that employees' rights to purchase stock under the 2003 Plan will be automatically exercised prior to the merger or sale of assets (unless the participant has withdrawn prior to that date) or the offering period will be terminated and all accumulated payroll deductions shall be returned to the participants. In the event of the proposed dissolution or liquidation of the Company, the offering period will terminate immediately prior to the consummation of such proposed action.

Amendment and Termination of the Plan

        The Committee and/or the Board of Directors may at any time amend or terminate the 2003 Plan, except that any such termination cannot affect rights to purchase stock previously granted nor may an amendment make any change in an outstanding right to purchase stock which adversely affects the rights of any participant. If not terminated earlier, the 2003 Plan will terminate at the end of December 2013.

Tax Information

        The 2003 Plan, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the 2003 Plan are sold or otherwise disposed of. If a participant disposes of his or her shares of Common Stock within the later of two years from the offering date that applies to the shares or within one year from the purchase date of the shares, a transaction referred to as a "disqualifying disposition," the participant will realize ordinary income in the year of such disposition equal to the amount by which the fair market value of the stock on the purchase date exceeded the purchase price. Any additional gain or any resulting loss recognized on the disposition of the shares will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares of Common Stock for more than one year after the purchase date.

        If the participant disposes of his or her shares of Common Stock more than two (2) years after the offering date and more than one (1) year after the purchase date, the participant will realize ordinary income in the year of such disposition equal to the lesser of (i) the excess of the fair market value of the shares on the date of disposition over the purchase price or (ii) fifteen percent (15%) of the fair market value of the shares on the first day of the offering period. Any additional gain recognized on the disposition of the shares will be long-term capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price, there will be no ordinary income and any loss recognized will be a long-term capital loss.

        The Company will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income recognized by the participant as a result of such disposition. In all other cases, no deduction is allowed the Company.

        The foregoing is only a summary of the effect of federal taxation upon the participants and the Company with respect to participation in the 2003 Plan and does not purport to be complete. Furthermore, the foregoing does not discuss the income tax laws of any municipality, state of foreign country in which a participant may reside. Participants should consult their own tax advisors with respect to the tax consequences of participation in the 2003 Plan for their particular situations.

New Plan Benefits

        No purchase rights have been granted, and no shares of Common Stock have been issued, under the 2003 Plan.

Stockholder Approval

        The affirmative vote of the holders of a majority of the Company's Common Stock present at the Annual Meeting, in person or by proxy and entitled to vote, is required to approve the 2003 Plan.

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RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Item 23 on the Proxy Card)

        The Board of Directors has reappointed the firm of Grant Thornton LLP to be the Company's independent accountantsa ccountants for the year 20022003 and recommends that Stockholders vote "FOR" ratification of that appointment. The Company is advised that no member of the firm of Grant Thornton LLP has any interest, financial or otherwise, direct or indirect, in the Company. A representative from Grant Thornton LLP will attend the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to answer questions. If the Stockholders, by the affirmative vote of a majority of the shares of Common Stock represented at the Meeting, do not ratify the selection of Grant Thornton LLP, the selection of independent accountants will be reconsidered by the Board of Directors.

        On April 5, 2000, PricewaterhouseCoopers LLP declined to stand for re-election as the independent accountants for the Company for calendar year 2000. The reports of PricewaterhouseCoopers LLP on the financial statements for the years 1999 and 1998 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audits for the years 1999 and 1998 and through April 5, 2000, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years. During the fiscal years 1999 and 1998 and through April 5, 2000, there were no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). The Company requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to Securities and Exchange Commission stating whether or not it agrees with the above statements and PricewaterhouseCoopers LLP provided such a letter stating that it agrees with the foregoing.

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OTHER BUSINESS
(Item 34 on the Proxy Card)

        As of the date of this statement, the management of Spherix Incorporated has no knowledge of any business that may be presented for consideration at the Annual Meeting, other than that described above. As to other business, if any, that may properly come before the Meeting, or any adjournment thereof, it is intended that the Proxy hereby solicited will be voted in respect of such business in accordance with the judgment of the Proxy holders.

STOCKHOLDER PROPOSALS

        Stockholders intending to present a proposal at the 20032004 Annual Meeting of Stockholders must submit such proposals to the Company at 12051 Indian Creek Court, Beltsville, MD 20705, no later than December 3, 2002.2003.

BY ORDER OF THE BOARD OF DIRECTORS,
Katherine M. Brailer, Corporate Secretary

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Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of StockholdersShareholders
SPHERIX® INCORPORATED

May 15, 20022003

ýPlease Detach and Mailmark your votes as in the Envelope Providedthis box.

NOTE:
If signing as Attorney, Administrator, Executor, Guardian or Trustee, please add your title as such.

SPHERIX® INCORPORATED
BOARD OF DIRECTORS PROXY
ANNUAL MEETING OF STOCKHOLDERS

        Gilbert V. Levin, M. Karen Levin and Katherine M. Brailer, or any of them, each with the power of substitution, are hereby appointed Proxies of the undersigned to vote all shares of Common Stock of Spherix Incorporated owned by the undersigned at the Annual Meeting of Stockholders, to be held at the Company headquarters, 12051 Indian Creek Court, Beltsville, Maryland, on May 15, 2002,2003, at 2:00 p.m. EDT, or any adjournment thereof, upon the proposals set forth on the reverse and, in their discretion, upon all other matters as may properly be brought before the meeting.

(Continued and to be signed on the reverse side.)

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