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<SEC-DOCUMENT>0001144204-08-062314.txt : 20081110
<SEC-HEADER>0001144204-08-062314.hdr.sgml : 20081110
<ACCEPTANCE-DATETIME>20081110155106
ACCESSION NUMBER:		0001144204-08-062314
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20081107
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20081110
DATE AS OF CHANGE:		20081110

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SPHERIX INC
		CENTRAL INDEX KEY:			0000012239
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700]
		IRS NUMBER:				520849320
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-05576
		FILM NUMBER:		081175496

	BUSINESS ADDRESS:	
		STREET 1:		12051 INDIAN CREEK CT
		CITY:			BELTSVILLE
		STATE:			MD
		ZIP:			20705
		BUSINESS PHONE:		3014193900

	MAIL ADDRESS:	
		STREET 1:		12051 INDIAN CREEK COURT
		CITY:			BELTSVILLE
		STATE:			MD
		ZIP:			20705

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BIOSPHERICS INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BIOSPHERICS RESEARCH INC
		DATE OF NAME CHANGE:	19720404
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v131352_8k.txt
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) November 7, 2008
                                                 -------------------------------


                              Spherix Incorporated
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                   0-5576                   52-0849320
- --------------------------------------------------------------------------------
     (State or other              (Commission             (I.R.S. Employer
       jurisdiction               File Number)           Identification No.)
    of incorporation)


 6430 Rockledge Drive, Suite 503, Bethesda, Maryland            20817
- --------------------------------------------------------------------------------
      (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code 301-897-2540
                                                   -----------------------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>


Section 3 - Securities and Trading Markets.
- -------------------------------------------


Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule
            or Standard; Transfer of Listing.

      On November 7, 2008, Spherix Incorporated (the "Company") received written
notification from The NASDAQ Stock Market ("NASDAQ") advising the Company that
NASDAQ has approved the Company's application to transfer the listing of its
common stock from the NASDAQ Global Market to the NASDAQ Capital Market. The
Company's common stock will begin to trade on the NASDAQ Capital Market at the
opening of trading on November 11, 2008.

      The Company applied to transfer to the NASDAQ Capital Market to conform to
the continued listing requirements of NASDAQ.

      The Company has issued a press release dated November 10, 2008, reporting
the anticipated transfer to the NASDAQ Capital Market. A copy of the press
release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.     Description
- -----------     -----------

99.1            Press Release issued by November 10, 2008.


<PAGE>

SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       Spherix Incorporated
                                       (Registrant)

                                       By:

                                           /s/ Claire L. Kruger
                                           -------------------------------------
                                           Claire L. Kruger
                                           CEO

                                           Date:  November 10, 2008
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v131352_ex99-1.txt
<TEXT>

                                                                    EXHIBIT 99.1

                                             For additional information, contact
                                              Investor Relations, (301) 897-2564
November 10, 2008                                       Email:  info@spherix.com

            SPHERIX TRANSFERS STOCK LISTING TO NASDAQ CAPITAL MARKET

BETHESDA, MD, Spherix Incorporated (Nasdaq:SPEX) reported that the Nasdaq Stock
Market has approved its application to transfer the listing of its common stock
from the Nasdaq Global Market to the Nasdaq Capital Market. The common stock is
expected to commence trading on the Nasdaq Capital Market on November 11, 2008.

      The Nasdaq Capital Market is one of three market tier designations for
Nasdaq-listed stocks, and presently includes over 550 companies. Spherix's
trading symbol will continue to be "SPEX". Securities listed on the Nasdaq
Capital Market must satisfy all applicable qualification requirements for Nasdaq
securities and all companies listed on the Nasdaq Capital Market must meet
certain financial requirements and adhere to Nasdaq's corporate governance
standards. Spherix applied to transfer to the Nasdaq Capital Market to conform
to the continued listing requirements of Nasdaq.

      Spherix continues to have until April 23, 2009 to achieve compliance with
Nasdaq's $1.00 per share minimum price requirement. A special meeting of the
stockholders of Spherix will be held on November 17, 2008 to vote on a proposal
to authorize a reverse stock split of the common stock within a range of 1:5 to
1:20. If approved, the Board of Directors will have the authority to determine,
in its discretion, the actual ratio of the reverse stock split and when and if
such reverse stock split should be implemented. The Board would have the
authority to implement the reverse stock split at any time within twelve (12)
months of the special stockholders meeting.


        ----------------------------------------------------------------

      Certain statements contained herein are "forward looking" statements as
defined in the Private Securities Litigation Reform Act of 1995. Because such
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied. Factors that could cause actual results to
differ materially from those expressed or implied include, but are not limited
to, those discussed in filings by the Company with the Securities and Exchange
Commission, including the filing on Form 8-K made on October 10, 2007.

      Spherix's mission is to create value and increase shareholder wealth
through innovations that benefit our clients and the human condition. Spherix
offers innovations in biotechnology, and provides technical and regulatory
consulting services to biotechnology and pharmaceutical companies.

             Spherix's Internet address is http://www.spherix.com.
                                  # # # # # #

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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