Delaware | 52-0849320 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] (do not check if smaller reporting company) | Smaller reporting company [X] |
Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(2)(3) | ||||||||||||||||
Primary Offering | ||||||||||||||||||||||||
Common Stock, $.0001 par value per share | ||||||||||||||||||||||||
Preferred Stock, $0.0001 par value per share | ||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||
Units | ||||||||||||||||||||||||
TOTAL | $ | 30,000,000 | $ | 3,864.00 | (2) | $ | 30,000,000 | $ | 3,864.00 | (2)(3) * | ||||||||||||||
Secondary Offering | ||||||||||||||||||||||||
Common Stock | 1,185,615 | $ | 1.66 | (3) | $ | 2,110,394.70 | $ | 271.82 | ||||||||||||||||
Common Stock underlying Warrants | 592,794 | $ | 1.66 | (3) | $ | 1,055,173.32 | $ | 135.91 | ||||||||||||||||
TOTAL | 1,778,409 | $ | 3,165,568.02 | $ | 407.73 |
(1) | In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.There are also being registered hereunder an indeterminate amount of our securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for that issuance. |
(2) | Calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price of all securities listed. |
(3) | The amount of the registration fee |
* | Previously paid. |
Page | |
1 | |
2 | |
3 | |
16 | |
16 | |
17 | |
18 | |
25 | |
27 | |
28 | |
31 | |
31 | |
31 | |
32 |
● | There is a significant time lag between acquiring a patent portfolio and recognizing revenue from those patent assets. During that time lag, material costs are likely to be incurred that would have a negative effect on our results of operations, cash flows and financial position; and |
● | The integration of a patent portfolio will be a time consuming and expensive process that may disrupt our operations. If our integration efforts are not successful, our results of operations could be harmed. In addition, we may not achieve anticipated synergies or other benefits from such acquisition. |
● | patent applications we may file may not result in issued patents or may take longer than we expect to result in issued patents; |
● | we may be subject to interference proceedings; |
● | we may be subject to opposition proceedings in the U.S. or foreign countries; |
● | any patents that are issued to us may not provide meaningful protection; |
● | we may not be able to develop additional proprietary technologies that are patentable; |
● | other companies may challenge patents issued to us; |
● | other companies may have independently developed and/or patented (or may in the future independently develop and patent) similar or alternative technologies, or duplicate our technologies; |
● | other companies may design around technologies we have developed; and |
● | enforcement of our patents would be complex, uncertain and very expensive. |
● | our applications for patents, trademarks and copyrights may not be granted and, if granted, may be challenged or invalidated; |
● | issued trademarks, copyrights, or patents may not provide us with any competitive advantages when compared to potentially infringing other properties; |
● | our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology; or |
● | our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we acquire and/or prosecute. |
● |
● |
● |
● |
● | |||
● | changes in the |
● |
● |
● |
● | the number of shares trading on an average trading day; |
● | announcements regarding other participants in the technology and technology related industries, including our competitors; and |
● | market speculation regarding any of the foregoing. |
● | a $1.00 minimum closing bid price; |
● | stockholders’ equity of $2.5 million; |
● | 500,000 shares of publicly-held common stock with a market value of at least $1 million; |
● | 300 round-lot stockholders; and |
● | compliance with NASDAQ’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the exercise of NASDAQ’s discretionary authority. |
● | fluctuations in results of our enforcement and licensing activities or outcome of cases; |
● | fluctuations in duration of judicial processes and time to completion of cases; |
● | the timing and amount of expenses incurred to negotiate with licensees and obtain settlements from infringers; |
● | the impact of our anticipated need for personnel and expected substantial increase in headcount; |
● | fluctuations in the receptiveness of courts and juries to significant damages awards in patent infringement cases and speed to trial in the jurisdictions in which our cases may be brought and the accepted royalty rates attributable to damages analysis for patent cases generally, including the royalty rates for industry standard patents which we may own or acquire; |
● | worsening economic conditions which cause revenues or profits attributable to infringer sales of products or services to decline; |
● | changes in the regulatory environment, including regulation of NPE activities or patenting practices , that may negatively impact our or infringers practices; |
● | the timing and amount of expenses associated with litigation, regulatory investigations or restructuring activities, including settlement costs and regulatory penalties assessed related to government enforcement actions; |
● | Any changes we make in our Critical Accounting Estimates described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our periodic reports; |
● | the adoption of new accounting pronouncements, or new interpretations of existing accounting pronouncements, that impact the manner in which we account for, measure or disclose our results of operations, financial position or other financial measures; and |
● | costs related to acquisitions of technologies or businesses. |
● | elect or defeat the election of our directors; |
● | amend or prevent amendment of our certificate of incorporation or bylaws; |
● | effect or prevent a merger, sale of assets or other corporate transaction; and |
● | control the outcome of any other matter submitted to the shareholders for vote. |
● | we are current in our filings, |
● | certain manner of sale provisions, |
● | filing of Form 144, and |
● | volume limitations limiting the sale of shares within any three-month period to a number of shares that does not exceed the greater of 1% of the total number of outstanding shares or, the average weekly trading volume during the four calendar weeks preceding the filing of a notice of sale. |
Ownership Before Offering | Ownership After Offering (1) | ||||||||||||||
Selling Stockholder | Number of shares of Common Stock beneficially owned | Number of shares offered | Number of shares of Common Stock beneficially owned | Percentage of Common Stock beneficially owned | |||||||||||
Santo Chiarelli & Joseph P Acquavella JTIC | 7,999 | (2) | 7,999 | 0 | 0 | ||||||||||
Arsenal Capital | 4,050 | (3) | 4,050 | 0 | 0 | ||||||||||
Sterne Agee & Leach Inc. C-F Ronald Ascheman IRA | 12,000 | (4) | 12,000 | 0 | 0 | ||||||||||
Richard Burgess | 19,999 | (5) | 19,999 | 0 | 0 | ||||||||||
Bruno J. Casatelli | 119,998 | (6) | 119,998 | 0 | 0 | ||||||||||
Linda A. Casatelli | 3,999 | (7) | 3,999 | 0 | 0 | ||||||||||
Christopher G. Davison | 10,500 | (8) | 10,500 | 0 | 0 | ||||||||||
Kenneth W. Grubb | 19,999 | (9) | 19,999 | 0 | 0 | ||||||||||
Steven A. Hobbs | 30,000 | (10) | 30,000 | 0 | 0 | ||||||||||
Mark C. Jasek | 15,000 | (11) | 15,000 | 0 | 0 | ||||||||||
Jeff C. Kleinschmidt | 30,000 | (12) | 30,000 | 0 | 0 | ||||||||||
Theodore K. Krampf | 15,000 | (13) | 15,000 | 0 | 0 | ||||||||||
David A. Kuhar | 7,500 | (14) | 7,500 | 0 | 0 | ||||||||||
James W. Lee | 13,999 | (15) | 13,999 | 0 | 0 | ||||||||||
Bruce Levy | 10,464 | (16) | 10,464 | 0 | 0 | ||||||||||
Claus Erik Madsen | 39,999 | (17) | 39,999 | 0 | 0 | ||||||||||
Kevin P. McCarthy | 19,999 | (18) | 19,999 | 0 | 0 | ||||||||||
Nelson H. Murphy Dorothy M. Murphy JTWROS | 4,725 | (19) | 4,725 | 0 | 0 | ||||||||||
Tony Nikolich | 12,000 | (20) | 12,000 | 0 | 0 | ||||||||||
Stuart R. Oliver | 19,800 | (21) | 19,800 | 0 | 0 | ||||||||||
Paul J. Oster | 3,199 | (22) | 3,199 | 0 | 0 | ||||||||||
Barry G. Pallay | 10,050 | (23) | 10,050 | 0 | 0 |
Sterne Agee & Leach Inc. C-F Martin L. Reich SEP IRA | 12,000 | (24) | 12,000 | 0 | 0 | |||||||||||
Sterne Agee & Leach Inc. C-F Philip Rosensweig Roth IRA | 15,900 | (25) | 15,900 | 0 | 0 | |||||||||||
Tecla Palli Sandler | 7,950 | (26) | 7,950 | 0 | 0 | |||||||||||
Sterne Agee & Leach Inc. C-F Pat Schneider IRA | 19,999 | (27) | 19,999 | 0 | 0 | |||||||||||
Andrew Smukler | 21,000 | (28) | 21,000 | 0 | 0 | |||||||||||
Robert E. Spano | 20,850 | (29) | 20,850 | 0 | 0 | |||||||||||
John Starks | 10,002 | (30) | 10,002 | 0 | 0 | |||||||||||
Julius E. Talton | 30,000 | (31) | 30,000 | 0 | 0 | |||||||||||
David A. Taylor | 10,050 | (32) | 10,050 | 0 | 0 | |||||||||||
Harry A. Theochari | 19,999 | (33) | 19,999 | 0 | 0 | |||||||||||
Sterne Agee & Leach Inc. C-F Craig Unger SEP IRA | 10,050 | (34) | 10,050 | 0 | 0 | |||||||||||
Sterne Agee & Leach Inc. C-F William Valka IRA | 19,999 | (35) | 19,999 | 0 | 0 | |||||||||||
Sterne Agee & Leach Inc. C-F Gary A. Washauer IRA | 9,999 | (36) | 9,999 | 0 | 0 | |||||||||||
Sterne Agee & Leach Inc. C-F Carol A. Wilson IRA | 7,999 | (37) | 7,999 | 0 | 0 | |||||||||||
Kevin Lynch | 11,602 | (38) | 11,602 | 0 | 0 | |||||||||||
Fernando Malvido Olascoaga | 10,425 | (39) | 10,425 | 0 | 0 | |||||||||||
Susan H. Lu | 9,999 | (40) | 9,999 | 0 | 0 | |||||||||||
Jonas E. Neihardt | 9,999 | (41) | 9,999 | 0 | 0 | |||||||||||
Manu Prasad Parikh | 16,500 | (42) | 16,500 | 0 | 0 | |||||||||||
Sterne Agee & Leach Inc. C-F Edwin A. Schermerhorn Roth IRA | 11,999 | (43) | 11,999 | 0 | 0 | |||||||||||
Michael K. Barber and Julia K. Barber JTWROS | 12,000 | (44) | 12,000 | 0 | 0 | |||||||||||
Harold D. LaFlash and Greta G. LaFlash JTWROS | 9,999 | (45) | 9,999 | 0 | 0 | |||||||||||
Thomas N. Metz | 19,999 | (46) | 19,999 | 0 | 0 |
Mark Butt | 20,001 | (47) | 20,001 | 0 | 0 | ||||||||
Michael L. Turner | 15,999 | (48) | 15,999 | 0 | 0 | ||||||||
Shelley De Palma | 7,999 | (49) | 7,999 | 0 | 0 | ||||||||
Kerston Coombs | 21,000 | (50) | 21,000 | 0 | 0 | ||||||||
Michael D. Watson | 13,999 | (51) | 13,999 | 0 | 0 | ||||||||
KMR Agency, Inc. (100) | 105,000 | (52) | 105,000 | 0 | 0 | ||||||||
Sterne Agee & Leach Inc. C-F Garner McNett IRA | 30,000 | (53) | 30,000 | 0 | 0 | ||||||||
Adam Biedrzycki | 15,000 | (54) | 15,000 | 0 | 0 | ||||||||
Enguerrand De Ponteves | 10,950 | (55) | 10,950 | 0 | 0 | ||||||||
Yuyun Li & David Norwood | 7,500 | (56) | 7,500 | 0 | 0 | ||||||||
Michel D. Messina | 4,800 | (57) | 4,800 | 0 | 0 | ||||||||
James W. Anthony & Delisa Anthony | 15,000 | (58) | 15,000 | 0 | 0 | ||||||||
B. Adrian Kesala & Larissa Kesala | 10,000 | (59) | 10,000 | 0 | 0 | ||||||||
David C. Metzner | 24,000 | (60) | 24,000 | 0 | 0 | ||||||||
Azmy M. Awad | 150,000 | (61) | 150,000 | 0 | 0 | ||||||||
Kevin T. Mcdonough | 7,500 | (62) | 7,500 | 0 | 0 | ||||||||
Rohn M. Householder | 19,999 | (63) | 19,999 | 0 | 0 | ||||||||
Sterne Agee & Leach Inc. C-F John Avon IRA | 15,000 | (64) | 15,000 | 0 | 0 | ||||||||
Neil Thomas | 6,825 | (65) | 6,825 | 0 | 0 | ||||||||
Mark A. Maki & Sara L. Maki JTWROS | 19,999 | (66) | 19,999 | 0 | 0 | ||||||||
Dean Beaver | 37,500 | (67) | 37,500 | 0 | 0 | ||||||||
Sterne Agee & Leach Inc. C-F Cedric Newberry | 6,160 | (68) | 6,160 | 0 | 0 | ||||||||
Gary J. Mabie & Janelle L Mabie JTWROS | 15,000 | (69) | 15,000 | 0 | 0 | ||||||||
Michael Bellard | 19,999 | (70) | 19,999 | 0 | 0 | ||||||||
Richard Molinsky | 15,000 | (71) | 15,000 | 0 | 0 | ||||||||
Peter Flynn | 12,000 | (72) | 12,000 | 0 | 0 | ||||||||
Chris Nigel FFinch | 9,195 | (73) | 9,195 | 0 | 0 | ||||||||
Rami Kanzen | 10,000 | (74) | 10,000 | 0 | 0 |
Gary W. Chmielewski & Monica Chimielewski | 9,999 | (75) | 9,999 | 0 | 0 | |||||||||
Sterne Agee & Leach Inc. C-F Gregory A. Francesca Roth IRA | 6,000 | (76) | 6,000 | 0 | 0 | |||||||||
George Elefther & Karin Alexa Elefther JTWROS | 19,999 | (77) | 19,999 | 0 | 0 | |||||||||
L. Dean Fox | 19,999 | (78) | 19,999 | 0 | 0 | |||||||||
Steven K. Nelson | 30,000 | (79) | 30,000 | 0 | 0 | |||||||||
James A. Learned | 9,999 | (80) | 9,999 | 0 | 0 | |||||||||
Richard A. Evans | 9,999 | (81) | 9,999 | 0 | 0 | |||||||||
Sterne Agee & Leach Inc. C-F Walter J. Lachewitz Jr. IRA | 9,999 | (82) | 9,999 | 0 | 0 | |||||||||
Robert R. Hair | 9,999 | (83) | 9,999 | 0 | 0 | |||||||||
Steve Octaviano | 9,999 | (84) | 9,999 | 0 | 0 | |||||||||
Herbert Rastbichler | 19,999 | (85) | 19,999 | 0 | 0 | |||||||||
Kenneth P. Black | 7,999 | (86) | 7,999 | 0 | 0 | |||||||||
Lawrence Solomon Revocable Living Trust, Lawrence Solomon TTEE | 12,000 | (87) | 12,000 | 0 | 0 | |||||||||
Reynold Duclas Jr & Janice Kannikal JTIC | 4,050 | (88) | 4,050 | 0 | 0 | |||||||||
Robert S. Goldberg | 10,200 | (89) | 10,200 | 0 | 0 | |||||||||
Bruce G. Krueger | 25,050 | (90) | 25,050 | 0 | 0 | |||||||||
David W. Frost | 19,999 | (91) | 19,999 | 0 | 0 | |||||||||
Firerock Global Opportunities Fund LP (101) | 30,000 | (92) | 30,000 | 0 | 0 | |||||||||
Sterne Agee & Leach Inc. C-F Kimberly J. Macurdy | 19,999 | (93) | 19,999 | 0 | 0 | |||||||||
Robert J. Gray | 15,999 | (94) | 15,999 | 0 | 0 | |||||||||
Safron Capital Corp. (102) | 39,999 | (95) | 39,999 | 0 | 0 | |||||||||
Thomas W. Jarrett | 11,100 | (96) | 11,100 | 0 | 0 | |||||||||
Mark Boerio | 7,599 | (97) | 7,599 | 0 | 0 | |||||||||
Ron Torkas | 6,900 | (98) | 6,900 | 0 | 0 | |||||||||
Edward Cirignano | 7,500 | (99) | 7,500 | 0 | 0 | |||||||||
TOTAL | 1,778,409 | 1,778,409 |
· | shares of our common stock; | |
· | shares of our preferred stock; | |
· | warrants to purchase shares of our preferred stock or common stock; or | |
· | any combination of our common stock, preferred stock, or warrants. |
· | the title and stated value; |
· | the number of shares we are offering; |
· | the liquidation preference per share; |
· | the purchase price; |
· | the dividend rate, period and payment date and method of calculation for dividends; |
· | whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
· | any contractual limitations on our ability to declare, set aside or pay any dividends; |
· | the procedures for any auction and remarketing, if any; |
· | the provisions for a sinking fund, if any; |
· | the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; |
· | any listing of the preferred stock on any securities exchange or market; |
· | whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; |
· | whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period; |
· | voting rights, if any, of the preferred stock; |
· | preemptive rights, if any; |
· | restrictions on transfer, sale or other assignment, if any; |
· | whether interests in the preferred stock will be represented by depositary shares; |
· | a discussion of any material or special United States federal income tax considerations applicable to the preferred stock; |
· | the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; |
· | any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
· | any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
● | any breach of his or her duty of loyalty to us or our stockholders; |
● | acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law; |
● | the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or |
● | any transaction from which the director derived an improper personal benefit. |
· | authorize our board of directors to issue, without further action by the stockholders, up to 50,000,000 shares of undesignated preferred stock; |
· | provide that stockholders must provide advance notice to nominate persons for election to our board of directors or submit proposals for consideration at stockholder meetings; |
· | specify that special meetings of our stockholders can be called only by our board of directors or by any officer instructed by the board of directors to a call a special meeting; |
· | provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum, or by the sole remaining director; and |
· | provide the board of directors with the ability to alter the bylaws without stockholder approval. |
● | before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
● | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
● | on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
● | any merger or consolidation involving the corporation and the interested stockholder; |
● | any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
● | subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
● | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or |
● | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
· | the |
· | the |
· | if applicable, the designation and terms of the |
· | if applicable, the date on and after which the warrants and the related securities |
· | in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
· |
· | the effect of any |
· | anti-dilution provisions of the warrants, if any; |
· | the terms of any rights to redeem or call the warrants; |
· | any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
· | the |
· | the manner in which the warrant agreement and warrants may be modified; |
· | the identities of the warrant agent and any calculation or other agent for the warrants; |
· | federal income tax consequences of holding or exercising the warrants; |
· | the terms of the securities issuable upon exercise of the warrants; |
· | any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed; and |
· | any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
· | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; | |
· | any unit agreement under which the units will be issued; | |
· | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and | |
· | whether the units will be issued in fully registered or global form. |
· | directly to one or more purchasers; | |
· | through agents; |
· | to or through underwriters, brokers or dealers; | |
· | through a combination of any of these methods. |
· | a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; | |
· | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; | |
· | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or | |
· | privately negotiated transactions. |
· | enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of the common shares pursuant to this prospectus, in which case such broker-dealer or affiliate may use common shares received from us, as applicable, to close out its short positions; | |
· | enter into option or other types of transactions that require us to deliver common shares to a broker-dealer or an affiliate thereof, who will then resell or transfer the common shares under this prospectus; or | |
· | loan or pledge the common shares to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus. |
· | the name or names of any underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any; | |
· | the public offering price or purchase price of the securities and the net proceeds to be received by us from the sale; | |
· | any delayed delivery arrangements; | |
· | any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; | |
· | any discounts or concessions allowed or reallowed or paid to dealers; and | |
· | any securities exchange or markets on which the securities may be listed. |
· | at a fixed price or prices, which may be changed; | |
· | at market prices prevailing at the time of sale; | |
· | at prices related to the prevailing market prices; or | |
· | at negotiated prices. |
● | our Annual Report on Form 10-K for the fiscal year ended December 31, 2013; |
● | our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013; |
● | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014; |
● | our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014; |
● | our Current Report on Form 8-K filed on January 2, 2014; |
● | our Current Report on Form 8-K filed on January 6, 2014; |
● | our Current Report on Form 8-K filed on January 9, 2014; |
● | our Current Report on Form 8-K filed on January 14, 2014; |
● | our Current Report on Form 8-K filed on January 24, 2014; |
● | our Current Report on Form 8-K filed on January 27, 2014; |
● | our Current Report on Form 8-K filed on February 3, 2014; |
● | our Current Report on Form 8-K filed on February 7, 2014; |
● | our Current Report on Form 8-K filed on February 10, 2014; |
● | our Current Report on Form 8-K filed on February 12, 2014; |
● | our Current Report on Form 8-K filed on February 20, 2014; |
● | our Current Report on Form 8-K filed on March 7, 2014; |
● | our Current Report on Form 8-K filed on March 17, 2014; |
● | our Current Report on Form 8-K filed on March 27, 2014; |
● | our Current Report on Form 8-K filed on March 27, 2014; |
● | our Current Report on Form 8-K filed on March 31, 2014; |
● | our Current Report on Form 8-K filed on April 2, 2014 (excluding Item 7.01 thereof and Exhibit 99.1 furnished therewith); |
● | our Current Report on Form 8-K filed on April 16, 2014; |
● | our Current Report on Form 8-K filed on April 18, 2014; |
● | our Current Report on Form 8-K filed on April 21, 2014; |
● | our Current Report on Form 8-K filed on April 25, 2014; |
● | our Current Report on Form 8-K filed on May 5, 2014; |
● | our Current Report on Form 8-K filed on May 15, 2014 (excluding Item 7.01 thereof and Exhibit 99.1 furnished therewith); |
● | our Current Report on Form 8-K filed on May 27, 2014; |
● | our Current Report on Form 8-K filed on May 29, 2014; |
● | our Current Report on Form 8-K filed on May 29, 2014; |
● | our Current Report on Form 8-K/A filed on June 2, 2014; |
● | our Current Report on Form 8-K filed on June 3, 2014; |
● | our Current Report on Form 8-K filed on June 4, 2014; |
● | our Current Report on Form 8-K filed on June 5, 2014; |
● | our Current Report on Form 8-K filed on June 11, 2014; |
● | our Current Report on Form 8-K filed on June 12, 2014; |
● | our Current Report on Form 8-K filed on June 12, 2014; |
● | our Current Report on Form 8-K filed on June 13, 2014; |
● | our Current Report on Form 8-K filed on June 17, 2014; |
● | our Current Report on Form 8-K filed on June 20, 2014; |
● | our Current Report on Form 8-K filed on July 10, 2014; |
● | our Preliminary Proxy Statement on Schedule 14A filed on March 7, 2014 and amended on March 24, |
● | our Definitive Proxy Statement on Schedule 14A filed on March 28, |
● | The description of our capital stock that is contained in our Registration Statement on Form 8-A, filed with the SEC on January 30, 2013. |
SEC registration fee | $ | 4,271.73 | ||
Transfer agent’s fees and expenses | $ | * | ||
Legal fees and expenses | $ | * | ||
Printing fees and expenses | $ | * | ||
Accounting fees and expenses | $ | * | ||
Miscellaneous fees and expenses | $ | * | ||
Total | $ | * |
SEC registration fee | $ | 3,864.00 | ||
Transfer agent’s fees and expenses | $ | * | ||
Legal fees and expenses | $ | * | ||
Printing fees and expenses | $ | * | ||
Accounting fees and expenses | $ | * | ||
Miscellaneous fees and expenses | $ | * | ||
Total | $ | * |
a) | Exhibits |
Exhibit No. | Description | |
1.1 | Form of Underwriting Agreement** | |
3.1 | Amended and Restated Certificate of Incorporation | |
3.2 | ||
4.1 | Form of Specimen Stock Certificate Representing Common Stock** | |
4.2 | Form of Warrant | |
4.3 | Form of | |
4.4 | Form of Unit** | |
4.5 | Form of Certificate of Designations, Rights and Preferences of Preferred Stock** | |
5.1 | Opinion of |
23.1 | Consent of Grant Thornton LLP* |
23.2 | Consent of |
23.3 | Consent of |
24.1 | Power of Attorney (included on signature page of this Form S-3) |
* | Filed herewith. |
** | To the extent applicable, to be filed |
SPHERIX INCORPORATED | |||
By: | /s/ Anthony Hayes | ||
Anthony Hayes | |||
Director and Chief Executive Officer (Principal Executive Officer) | |||
By: | /s/ Richard Cohen | ||
Richard Cohen Chief Financial Officer (Principal Financial and Accounting Officer) |
/s/ Anthony Hayes | Chief Executive Officer and Director | ||||
Anthony Hayes | (Principal Executive | ||||
/s/ Richard Cohen | Chief Financial Officer | ||||
Richard Cohen | (Principal Financial and Accounting Officer) |
Robert J. Vander Zanden | Chairman of the Board | ||||
Jeffrey Ballabon | Director | ||||
Douglas T. Brown | Director | ||||
Director | |||||
Alexander Poltorak | Director | ||||
By: /s/Anthony Hayes | As Attorney-in-Fact | September 15, 2014 | |||
Anthony Hayes | |||||