What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-25 compared with 2020-02-03 · 202 added, 128 removed, 44 unchanged (88% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

common stock is traded on the NASDAQ Capital Market under the symbol “SPEX”.

No dividends were paid in

2019 or 2018 and we do not currently anticipate paying any cash dividends on our capital stock in the foreseeable future.

January 30, 2020, the closing price of our common stock, as reported by the NASDAQ Capital Market, was $1.14.

of January 30, 2020, we had approximately 123 holders of record of our common stock

common stock is traded on the NASDAQ Capital Market under the symbol “AIKI”.

No dividends were paid in 2020 or 2019

and we do not currently anticipate paying any cash dividends on our capital stock in the foreseeable future.

On March 24, 2021, the closing price of our

common stock, as reported by the NASDAQ Capital Market, was $1.29.

As of March 24, 2021, we had approximately 122 holders of record

of our common stock.

Compensation Plan Information

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Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted average exercise price of outstanding options, warrants and rights

Weighted average exercise

price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (2)

Equity compensation plans approved by security holder

compensation plans approved by security holder

Equity compensation plans not approved by security holder

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these forward-looking statements.

Incorporated was initially formed in 1967 and is currently a biotechnology company seeking to develop small-molecule anti-cancer

therapeutics.

The Company recently purchased the rights to patented technology from leading universities and researchers and we

are currently in the process of developing innovative therapeutic drugs through partnerships with world renowned educational institutions,

including The University of Texas at Austin and Wake Forest University.

Our diverse pipeline of therapeutics includes therapies

for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL).

to the closing on December 5, 2019 of the acquisition of the assets and rights of CBM BioPharma, Inc.

and since July 2013,

the Company focused its efforts on owning, developing, acquiring and monetizing intellectual property assets.

Since March 2016,

(the “Company”), was initially formed in 1967 and is currently a biotechnology company with a diverse

portfolio of small-molecule anti-cancer therapeutics in development.

The Company’s platform consists of patented technology

from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform

through strong partnerships with world-renowned educational institutions, including the University of Texas at Austin, the University

of Maryland, Baltimore and Wake Forest University.

Our diverse pipeline of therapeutics includes therapies for pancreatic cancer,

acute myeloid leukemia (“AML”) and acute lymphoblastic leukemia (“ALL”).

The Company is also developing

a broad-spectrum antiviral platform that may potentially inhibit replication of multiple viruses including Influenza virus, SARS-CoV

(coronavirus), MERS-CoV, Ebolavirus and Marburg virus.

Company previously focused its efforts on owning, developing, acquiring and monetizing intellectual property assets.

2016, the Company has received limited funds from its intellectual property monetization.

In addition to its patent monetization efforts,

since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology and biotechnology development

In addition to its patent monetization

efforts, since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology and biotechnology

development company.

These efforts have focused on biotechnology research and blockchain technology research.

The Company’s biotechnology

research development includes investments in:

(i) Hoth Therapeutics Inc.

(“Hoth”), a development stage biopharmaceutical

company focused on unique targeted therapeutics for patients suffering from indications such as atopic dermatitis, also known

as eczema, and (ii) DatChat, Inc.

(“DatChat”), a privately held personal privacy platform focused on encrypted communication,

internet security and digital rights management.

The Company’s

investment in biotechnology research development includes:

(i) an investment in Hoth Therapeutics, Inc.

(“Hoth”),

a development stage biopharmaceutical company focused on unique targeted therapeutics for patients suffering from indications

such as atopic dermatitis, also known as eczema, (ii) an investment in DatChat, Inc.

(“DatChat”), a privately held

personal privacy platform focused on encrypted communication, internet security and digital rights management, and (iii) the acquisition

of assets of CBM BioPharma, Inc.

(“CBM”), a pharmaceutical company focusing on the development of cancer treatments.

a result of the Company’s biotechnology research development and associated investments and acquisitions, our business portfolio

now focuses on the treatment of three different cancers, including pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic

leukemia (ALL).

Our AML and ALL compounds, developed at the Wake Forest University, are next generation targeted therapeutics

designed to overcome multiple resistance mechanisms observed with the current standard of care.

DHA-dFdC, our pancreatic drug

developed at the University of Texas at Austin, is a new compound which we hope to become the next generation of chemotherapy

treatment for advanced pancreatic cancer.

The Company believes that DHA-dFdC overcomes tumor cell resistance to current chemotherapeutic

drugs and is well tolerated in preclinical toxicity tests.

Preclinical studies have also indicated that DHA-dFdC inhibits pancreatic

cancer cell growth (up to 100,000-fold more potent that gemcitabine, a current standard therapy), has documented efficacy against

pancreatic tumors in a clinically relevant transgenic mouse model and has demonstrated activities against other cancers, including

leukemia, lung and melanoma.

now focuses on the treatment of three different cancers, including pancreatic cancer, AML and ALL.

Our AML and ALL compounds,

developed at Wake Forest University, are targeted therapeutics designed to overcome multiple resistance mechanisms observed with

the current standard of care.

DHA-dFdC, our pancreatic drug candidate developed at the University of Texas at Austin (“UTA”),

is a new compound that we hope will become the next generation of chemotherapy treatment for advanced pancreatic cancer.

overcomes tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests.

studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth (up to 100,000-fold more potent that gemcitabine,

a current standard therapy), has documented efficacy against pancreatic tumors in a clinically relevant transgenic mouse model

and has demonstrated activities against other cancers, including leukemia, lung and melanoma.

DHA-dFdC is being developed by certain

third parties for oral administration in a solid lipid nanoparticle carrier matrix, which has also been licensed from UTA, and

is intended to be a second-line treatment for advanced pancreatic cancer.

The Company has entered into agreements with a number

of third parties to assist in optimizing the manufacturing process of the active ingredient, formulate the dosage form and do

other tests, like drug stability, pre-clinical animal studies, and assistance with potential FDA clearance.

The Company’s

license with UTA (the “License”) is a royalty-bearing exclusive license that, unless terminated earlier, continues

until the last date of expiration or termination of the patent rights granted under the License (the “Patent Rights”).

With regard to DHA-dFdC, the Patent Rights include several filed U.S.

patent applications (a “U.S.

Patent Application”)

and an application filed under the Patent Cooperation Treaty (“PCT”) that is currently being prosecuted to secure

rights in foreign countries.

From these applications, one patent, U.S.

10,463,684 (the “684 Patent”), contains

items covering the compound DHA-dFdC.

Assuming all maintenance fees are timely paid, the 684 Patent is expected to expire on October

The Company’s license with UTA also covers a non-provisional U.S.

Patent Application filed with respect to the

lipid nanoparticle carrier matrix for the drug, which was filed on June 6, 2019.

In June of 2020, at the request of the Company,

UTA filed both a U.S.

non-provisional utility patent application as well as a PCT application relating to the lipid nanoparticle

carrier matrix.

Patent prosecution on all pending patent applications is currently underway.

The Company is currently engaged

in Chemistry, Manufacturing and Controls (“CMC”) activities related to DHA-dFdC.

Manufacturing activities thus far

have confirmed the critical chemical steps required for the manufacturing and scalability of the process.

In collaboration with

our contract manufacturing organization, Parimer Scientific, we are currently optimizing the manufacturing procedure for DHA-dFdC.

Our manufacturing activities were initially delayed several months due to COVID-19 because Parimer was recruited by the U.S.

South Carolina governments to manufacture hand sanitizer for use in hospitals.

For that reason, our manufacturing activities did

not begin in earnest until the beginning of the third quarter of 2020.

Once manufacturing began, shipping delays due to the pandemic

further slowed progress.

Despite these delays, we have now successfully replicated the synthesis as reported in the literature

with satisfactory yield and purity and are currently optimizing the procedure to ensure batch-to-batch consistency.

the Company is developing the solid lipid nanoparticle delivery system and is currently optimizing the manufacturing process for

size and consistency of the particles.

We plan to begin formulation development in the second quarter of 2021, which will require

limited animal testing to determine proper dosage.

We expect to have manufactured 20,000 mg of purified DHA-dFdC during the second

quarter of 2021 to use for such purposes.

We plan to engage a contract research organization for the purpose of such animal testing

during the second quarter of 2021.

Our goal is to have acceptable intravenous and oral formulations developed in the fourth quarter

The Company expects these activities, as well as the development of the final formulation to comprise most of the CMC

activities through the end of the year.

Optimization of the formulation will require in vitro studies as well as some preliminary

animal studies.

During the second half of 2021 and into 2022, optimization of the formulation and biological studies, including

animal toxicology testing and pharmacology testing, are scheduled to occur.

To the extent costs are incurred relating to governmental

regulations, including under the FDA and environmental regulations, those costs will be borne by our Contract Manufacturing Organizations

and Contract Research Organizations and will be passed on to the Company as part of their fees.

FDA approval will eventually be

required to begin administering DHA-dFdC to patients as part of any clinical trials.

The animal studies performed next year will

be a necessary prerequisite to filing an Investigational New Drug Application (“IND”) with the FDA.

The Company’s

development activities in the first half of 2021 will also include preparing the IND for submission to the FDA.

The Company’s

formulation is a new chemotherapy oral dosage form “repurposing”

the chemotherapeutic agent gemcitabine, enabling

it to be developed for use in patients following a special regulatory pathway codified in Section 505(b)(2) of the FDA rules.

Section 505(b)(2) was enacted to enable sponsors to seek New Drug Application (“NDA”) approval for novel repurposed

drugs without the need for such sponsors to undertake certain time consuming and expensive safety studies.

Proceeding under this

regulatory pathway, we hope to be able to rely upon all of the publicly available safety and toxicology data with respect to gemcitabine

in our FDA submissions.

We believe that this path will dramatically reduce the required clinical development efforts, costs and

risks as compared to what would be required of us if we were required to conduct the entire scope of trials required for new chemical

entities that are not eligible to be reviewed pursuant to the Section 505(b)(2) regulatory pathway.

We estimate that by using

the Section 505(b)(2) regulatory pathway, the clinical development process may be several years shorter than is required for a

new chemical entity, and the FDA approval process may be six to nine months shorter than the typical eighteen-month period, which

we believe may result in lower development costs and shorter development time.

As of the date hereof, we have not submitted an

IND or an NDA to the FDA.

During the latter half of 2021, we hope to schedule and attend the first of a series of meetings with

the FDA to review the requirements for submission and activation of an IND with respect to the DHA/dFdC formulated in SLNs for

second-line treatment of advanced pancreatic cancer.

At that meeting, we will present to the FDA our proposed clinical trial plan

for the treatment of advanced pancreatic cancer.

As part the meeting, as is standard, the FDA will provide us with general guidance

with respect to specific animal studies, dosing schedules and suggested human safety studies before we commence clinical trials

In addition, we are constantly seeking to grow our pipeline to treat unmet medical needs in oncology.

addition, the Company owns an exclusive world-wide license to patented technology from the University of Maryland Baltimore (“UMB”).

Our license is for a broad-spectrum antiviral drug platform.

The licensed technology is a broadly acting pan-viral inhibitory

compound with efficacy against multiple viral pathogens.

The technology works to inhibit replication of multiple viruses including

Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus.

The technology is covered by two patent applications

already on file with the United States Patent and Trademark Office.

The Company’s license covers two U.S.

Nonprovisional

Applications, which were consolidated and timely filed as a PCT application on June 5, 2020, commencing patent prosecution.

patents issued from this application are expected to expire 20 years later, on June 5, 2040, unless the term is extended by the

patent office.

Publication of the results of the work to which the Company is licensed is expected later this year.

the Company and UMB are collaborating to identify chemical structures that are as effective as, or more effective than, the lead

compounds covered in the PCT application.

The UMB inventors are Drs.

Matthew Frieman, Alexander MacKerell and Stuart Watson.

Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology.

Accounting Policies

critical accounting policies are disclosed in Note 3 to the condensed consolidated financial statements.

Issued Accounting Pronouncements

Note 3 to the consolidated financial statements for a discussion of recent accounting standards and pronouncements.

Note 3 to the consolidated financial statements for a discussion of recent accounting standards.

of Operations

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the year ended December 31, 2020 and 2019, we incurred a loss from operations of $6.5 million and $5.7 million, respectively.

The decrease in net loss in the 2019 period was primarily attributed to $1.4 million decrease in amortization of patent portfolio,

$2.2 million decrease in impairment of intangible assets, $0.2 million decrease in selling, general and administrative expense,

and partially offset by $2.5 million increase in research and development expense related with license acquisition.

The increase in loss was primarily attributed to $1.0 million increase in other research and development expense, and $0.9 million

increase in general and administrative expenses, partially offset by $1.0 million decrease in research and development expense

incurred in connection with the license acquired.

the year ended December 31, 2020 and 2019, other (expense) income was approximately $(5.8) million and $1.5 million, respectively.

The decrease of other income was primarily attributed to a $6.8 million decrease in change in fair value of investments and a

$0.7 million decrease in the fair value of warrant liabilities, and partially offset by $0.3 million decrease in other expenses.

During the year ended December 31, 2019, we recorded a loss of $0.9 million related to our investment in DatChat and a $2.4 million

unrealized loss on our investment in Hoth as the closing stock price Hoth increased from a cost basis of $5.42 to $6.19 as of

December 31, 2019.

The increase in other expense was primarily attributed to a $8.2 million decrease in change in fair value of investment in Hoth,

due to the decrease in Hoth’s common stock price for the year ended December 31, 2020, and partially offset by $1.0 million

increase in gains on marketable securities.

and Capital Resources

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While we continue to implement our business strategy, we intend to finance our activities through:

current cash and cash equivalents on hand from our past debt and equity offerings;

seeking additional

funds raised through the sale of additional securities in the future;

seeking additional

liquidity through credit facilities or other debt arrangements;

current cash on hand from our past debt and equity offerings;

additional funds raised through the sale of additional securities in the future;

additional liquidity through credit facilities or other debt arrangements;

revenue from its patent portfolios, license fees and new business ventures.

ultimate success is dependent on our ability to obtain additional financing and generate sufficient cash flow to meet our obligations

on a timely basis.

Our business will require significant amounts of capital to sustain operations and make the investments

it needs to execute its longer-term business plan to support new technologies and help advance innovation.

capital amounted to approximately $0.4 million at December 31, 2019.

We will need to obtain additional debt or equity financing,

especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant

increases in expense levels resulting from being a publicly-traded company or operations.

If we attempt to obtain additional

debt or equity financing, we cannot assume that such financing will be available to the Company on favorable terms, or at all.

Company plans to pursue its plans regarding research and development of our two pre-clinical products which will require resources

beyond those currently, ultimately requiring third party capital.

During this time, the Company does not expect to generate revenue

and there is substantial doubt about the Company’s ability to continue as a going concern within one year from the

date of this filing.

The consolidated financial statements have been prepared assuming that the Company will continue as

a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification

of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

the first quarter of 2021, the Company consummated a public offering of 53,905,927 shares of common stock (including the underwriter

overallotment).

The Company received gross proceeds of approximately $86.2 million before deducting underwriting discounts and

commissions and estimated offering expenses payable by the Company.

Therefore, the Company has adequate cash to fund its operations

for at least the next twelve months.

is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible

that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search

for drug candidates, the specific impact is not readily determinable as of the date of these financial statements.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Flows from Operating Activities - For the year ended December 31, 2020 and 2019, net cash used in operations was $4.0 million

and $3.0 million, respectively.

The cash used in operating activities for the year ended December 31, 2019 primarily

resulted from a net loss of $4.2 million, reduced by $1.4 million change in fair value of our investment, $0.1 million unrealized

loss on marketable securities and $0.2 million change in assets and liabilities, and partially offset by $2.5 million research

and development expense related with license acquisition.

The cash used in operating activities for the year ended December 31, 2020 primarily resulted

from a net loss of $12.3 million, and partially offset by reduction in fair value of investment of $6.8 million and $1.5 million

research and development expense related with license acquired.

The cash used in operating activities for the year ended December

2018 primarily resulted from a $8.2 million change in fair value of our investment in Hoth and $0.7 million change in fair value

of warrant liabilities, and partially offset by a net income of $1.7 million, impairment of goodwill and intangible assets of

$2.2 million and amortization of patent portfolio expenses of $1.4 million.

Flows from Investing Activities - For the year ended December 31, 2019 net cash provided by investing activities was approximately

$1.3 million as compared to net cash used in investing activities of approximately $0.2 million for the year ended December 31,

The cash provided by investing activities for the year ended December 31, 2019 of $10.3 million primarily resulted from

our sale of marketable securities, partially offset by our purchase of marketable securities of $8.5 million.

The cash used in

investing activities primarily resulted from our purchase of marketable securities for the year ended December 31, 2018 of $14.3

million, purchase of investment at fair value of $0.9 million, and was partially offset by our sale of marketable securities of

$15.1 million.

Cash Flows from Financing Activities –

For the year ended December 31, 2019 and 2018, net cash provided by financing activities was $1.8 million and $2.7 million,

respectively.

Cash provided by financing activities for the year ended December 31, 2019 was $1.8 million, which reflects

the net proceeds of $0.8 million from investors in exchange of issuance of common stock and prefunded common stock warrants, and

net proceeds of $1.0 million from the issuance of common stock as part of our ATM offering.

Net cash provided by financing activities

for the year ended December 31, 2018 was approximately $2.7 million, which related to the sale of 522,876 shares of its common

Company’s ultimate success is dependent on its ability to obtain additional financing and generate sufficient cash flow

to meet its obligations on a timely basis.

The Company’s business will require significant amounts of capital to sustain

operations and make the investments it needs to execute its longer-term business plan.

The Company’s working capital amounted

to approximately $0.4 million at December 31, 2019.

Absent generation of sufficient revenue from the execution of the Company’s

long-term business plan, the Company will need to obtain additional debt or equity financing if the Company experiences significant

increases in expense levels resulting from being a publicly-traded company or operations.

If the Company attempts to obtain additional

debt or equity financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or

31, 2019 primarily resulted from a net loss of $4.2 million, reduced by $1.4 million change in fair value of our investment, $0.1

million unrealized loss on marketable securities and $0.2 million change in assets and liabilities, and partially offset by $2.5

million research and development expense related with license acquisition.

Flows from Investing Activities - For the year ended December 31, 2020, net cash used in investing activities was approximately

$25.0 million as compared to net cash provided by investing activities of approximately $1.3 million for the year ended December

The cash used in investing activities for the year ended December 31, 2020 primarily resulted from our purchase of marketable

securities of $98.8 million and research and development expense related with license acquired of $1.5 million, partially offset

by our sale of marketable securities of $74.9 million since we invest excess cash into marketable securities until additional

cash is needed.

The cash provided by investing activities for the year ended December 31, 2019 of $10.3 million primarily resulted

from our sale of marketable securities, partially offset by our purchase of marketable securities of $8.5 million.

Flows from Financing Activities –

For the year ended December 31, 2020, cash provided by financing activities for the

year ended December 31, 2020 was $31.6 million, which reflects the net proceeds of $6.6 million from investors in exchange of

issuance of common stock, common warrants and prefunded warrants, net proceeds of $17.8 million from investors in exchange of

issuance of common stock, and net proceeds of $7.2 million from the exercise of common warrants and prefunded warrants.

Cash provided

by financing activities for the year ended December 31, 2019 was $1.8 million, which reflects the net proceeds of $0.8 million

from investors in exchange of issuance of common stock and prefunded common stock warrants, and net proceeds of $1.0 million from

the issuance of common stock as part of our ATM offering.

have filed a shelf registration statement on Form S-3 with the SEC.

The registration statement, which has been declared effective,

was filed in reliance on Instruction I.B.6 of Form S-3, which imposes a limitation on the maximum amount of securities that we

may sell pursuant to the registration statement during any twelve-month period.

At the time we sell securities pursuant to the

registration statement, the amount of securities to be sold plus the amount of any securities we have sold during the prior twelve

months in reliance on Instruction I.B.6 may not exceed one-third of the aggregate market value of our outstanding common stock

held by non-affiliates as of a day during the 60 days immediately preceding such sale as computed in accordance with Instruction

Whether we sell securities under the registration statement will depend on a number of factors, including the market conditions

at that time, our cash position at that time and the availability and terms of alternative sources of capital.

connection with the consummation of the IPO of Hoth, the Company entered into a lock-up agreement with Hoth pursuant to which

the Company has agreed not to sell any shares of Hoth common stock or Spherix Securities until February 20, 2022, which is the

36 month anniversary of the consummation of Hoth’s IPO, provided, however (i) Spherix may offer, sell, contract to sell,

hypothecate, pledge, dividend or distribute to its shareholders or otherwise dispose of, directly or indirectly, up to an aggregate

of 10% of the initially issued Spherix Securities, provided further that the recipients of the Spherix Securities shall not be

permitted to resell such Spherix Securities until six months after the date of the IPO, (ii) beginning 12 months after the date

of Hoth’s IPO, Spherix may offer, sell, contract to sell, hypothecate, pledge, dividend or distribute to its shareholders

or otherwise dispose of, directly or indirectly, up to an additional 10% of the initially issued Spherix Securities, (iii) beginning

24 months after the date of Hoth’s IPO, Spherix may offer, sell, contract to sell, hypothecate, pledge, dividend or distribute

to its shareholders or otherwise dispose of, directly or indirectly, up to an additional 10% of the initially issued Spherix Securities

and (iv) beginning 36 months after the date of the Hoth IPO, Spherix may offer, sell, contract to sell, hypothecate, pledge, dividend

or distribute to its shareholders or otherwise dispose of, directly or indirectly, the Spherix Securities without any restrictions.

Whether we sell securities under the registration statement

will depend on a number of factors, including the market conditions at that time, our cash position at that time and the availability

and terms of alternative sources of capital.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity