What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-28 compared with 2021-03-25 · 430 added, 469 removed, 165 unchanged (84% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,”

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under

the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange

Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive

Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating

our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment

in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future

events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With respect to the annual period ended December 31, 2020, under the supervision and with the participation of our management,

we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures.

upon this evaluation, our management has concluded that our disclosure controls and procedures were not effective as of December

We have a lack of segregation of duties, and a lack of controls in place to ensure that all material transactions and

developments impacting the financial statements are reflected.

to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and

the recording of transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the

material weakness identified above, and we will continue to monitor the effectiveness of these steps and make any changes that

our management deems appropriate.

is in the process of determining how best to make the required changes that are needed to implement an effective system of internal

control over financial reporting.

Our management acknowledges the existence of this problem, and intends to develop procedures

to address it to the extent possible given the Company’s limitations in financial and human resources.

Management’s

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and

forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief

Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures,

management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure

controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of

possible disclosure controls and procedures.

design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

respect to the annual period ended December 31, 2021, under the supervision and with the participation of our management, we conducted

an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures.

Based upon this evaluation,

our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2021.

We have a lack of

segregation of duties, and a lack of controls in place to ensure that all material transactions and developments impacting the financial

statements are reflected.

to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording

of transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the material weakness identified

above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

is in the process of determining how best to make the required changes that are needed to implement an effective system of internal control

over financial reporting.

Our management acknowledges the existence of this problem, and intends to develop procedures to address it

to the extent possible given the Company’s limitations in financial and human resources.

Annual Report on Internal Control over Financial Reporting

management, including our Chief Executive Officer and Interim Chief Financial Officer assessed the effectiveness of our internal

control over financial reporting as of December 31, 2020 and concluded that our internal controls over financial reporting were

not effective.

In making this assessment, our management used the 2013 framework established in “Internal Control-Integrated

Framework”

promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as

the “COSO”

connection with management’s assessment of our internal control over financial reporting described above, management has

identified the following material weaknesses in our internal control over financial reporting as of December 31, 2020.

management, including our Chief Executive Officer and Interim Chief Financial Officer assessed the effectiveness of our internal control

over financial reporting as of December 31, 2021 and concluded that our internal controls over financial reporting were not effective.

In making this assessment, our management used the 2013 framework established in “Internal Control-Integrated Framework”

promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

connection with management’s assessment of our internal control over financial reporting described above, management has identified

the following material weaknesses in our internal control over financial reporting as of December 31, 2021.

Company has inadequate segregation of duties consistent with control objectives.

Company does not have properly documented controls designed and operating in place to ensure that it’s financial statements properly

reflect material transactions and developments.

are currently reviewing our internal controls and procedures related to these material weaknesses and expect to implement changes

in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to

add adequate resources to potentially mitigate these material weaknesses.

management team will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal

controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements

or improvements, as necessary and as funds allow.

of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected.

are currently reviewing our internal controls and procedures related to these material weaknesses and expect to implement changes in

the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate

resources to potentially mitigate these material weaknesses.

management team will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls

over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements,

as necessary and as funds allow.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems,

no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Annual Report does not contain an attestation report of our independent registered public accounting firm regarding internal control

1 unchanged sentence

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) that occurred during the year ended December 31, 2020 which have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

that occurred during the year ended December 31, 2021 which have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION

per share amounts and outstanding shares, including stock options, restricted stocks and warrants, have been retroactively adjusted

for all periods on a post-Reverse Stock Split basis below.

Further, exercise prices of stock options and warrants have been retroactively

adjusted in these consolidated financial statements for all periods presented to reflect the 1-for-19 Reverse Stock Split.

of shares of the Company’s preferred stock were not affected by the Reverse Stock Split;

however, the conversion ratios

have been adjusted to reflect the Reverse Stock Split.

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

3 unchanged sentences

Executive Officer, Principal Accounting Officer, Principal Financial Officer and Director

Ledwick (1)(2)

James Blattner(1)(3)(4)

of our Audit Committee.

LeMire(2)(3)(4)

Member of our Audit Committee.

of our Compensation Committee.

of our Nominating Committee.

of our Investment Committee.

biographies of our current directors are as follows:

Vander Zanden

Vander Zanden, a member of the Board of Directors since 2004, having served as a Vice President of R&D at Kraft

Foods International, brings a long and distinguished career in applied technology, product commercialization, and business knowledge

of the food science industry to us.

Vander Zanden, a member of the Board of Directors since 2004, having served as a Vice President of R&D at Kraft Foods International,

brings a long and distinguished career in applied technology, product commercialization, and business knowledge of the food science industry

Additionally, Mr.

Vander Zanden has specific experience in developing organizations designed

to deliver against corporate objectives.

Vander Zanden has specific experience in developing organizations designed to deliver against corporate objectives.

Vander Zanden holds a Ph.D.

in Food Science and an M.S.

in Inorganic Chemistry from

Kansas State University, and a B.S.

in Chemistry from the University of Wisconsin - Platteville, where he was named a Distinguished

Alumnus in 2002.

In his 30-year career, he has been with ITT Continental Baking Company as a Product Development Scientist;

Ralston Purina’s Protein Technology Division as Manager Dietary Foods R&D;

with Keebler as Group Director, Product and

Process Development (with responsibility for all corporate R&D and quality);

with Group Gamesa, a Frito-Lay Company, as Vice

President, Technology;

and with Nabisco as Vice President of R&D for their International Division.

With the acquisition of

Nabisco by Kraft Foods, he became the Vice President of R&D for Kraft’s Latin American Division.

Vander Zanden retired

from Kraft Foods in 2004.

He currently holds the title of Adjunct Professor and Lecturer in the Department of Food, Nutrition

and Packaging Sciences at Clemson University, where he also is a member of their Industry Advisory Board.

His focus on achieving

product and process innovation through training, team building and creating positive working environments has resulted in his

being recognized with many awards for product and packaging innovation.

Vander Zanden executive experience provides him with

valuable business expertise, which the Board believes qualifies him to serve as a director of the Company.

Anthony Hayes, a director and Chief Executive Officer since 2013, has served as the Chief Executive Officer of North South since

March 2013 and since June 2013, as a consultant to our Company.

Hayes was the fund manager of JaNSOME IP Management LLC and

JaNSOME Patent Fund LP from August 2012 to August 2013, both of which he co-founded.

Hayes was the founder and Managing Member

of Atwater Partners of Texas LLC from March 2010 to August 2012 and a partner at Nelson Mullins Riley & Scarborough LLP from

May 1999 to March 2010.

in Inorganic Chemistry from Kansas State University, and a B.S.

from the University of Wisconsin - Platteville, where he was named a Distinguished Alumnus in 2002.

In his 30-year career, he has been

with ITT Continental Baking Company as a Product Development Scientist;

with Ralston Purina’s Protein Technology Division as Manager

Dietary Foods R&D;

with Keebler as Group Director, Product and Process Development (with responsibility for all corporate R&D

and quality);

with Group Gamesa, a Frito-Lay Company, as Vice President, Technology;

and with Nabisco as Vice President of R&D for

their International Division.

With the acquisition of Nabisco by Kraft Foods, he became the Vice President of R&D for Kraft’s

Latin American Division.

Vander Zanden retired from Kraft Foods in 2004.

He currently holds the title of Adjunct Professor and Lecturer

in the Department of Food, Nutrition and Packaging Sciences at Clemson University, where he also is a member of their Industry Advisory

His focus on achieving product and process innovation through training, team building and creating positive working environments

has resulted in his being recognized with many awards for product and packaging innovation.

Vander Zanden executive experience provides

him with valuable business expertise, which the Board believes qualifies him to serve as a director of the Company.

Anthony Hayes, a director and Chief Executive Officer since 2013, has served as the Chief Executive Officer of North South since March

2013 and since June 2013, as a consultant to our Company.

Hayes was the fund manager of JaNSOME IP Management LLC and JaNSOME Patent

Fund LP from August 2012 to August 2013, both of which he co-founded.

Hayes was the founder and Managing Member of Atwater Partners

of Texas LLC from March 2010 to August 2012 and a partner at Nelson Mullins Riley & Scarborough LLP from May 1999 to March 2010.

Hayes received his Juris Doctorate from Tulane University School of Law and his B.A.

from Mary Washington College.

The Board believes Mr.

Hayes is qualified to serve as a director of the Company based on his intimate

knowledge of the Company through his service as Chief Executive Officer.

in economics from Mary Washington College.

Board believes Mr.

Hayes is qualified to serve as a director of the Company based on his intimate knowledge of the Company through his

service as Chief Executive Officer.

On March 10, 2017, as a result of Mr.

Frank Reiner’s

resignation as Chief Financial Officer, Mr.

Hayes began serving as the Company’s Principal Accounting Officer.

Frank Reiner’s resignation as Chief Financial Officer,

Hayes began serving as the Company’s Principal Accounting Officer.

Ledwick, who joined as a director in 2015, is currently the Chief Financial Officer of Management Health Solutions, a private

2 unchanged sentences

In addition, since 2012 he has served on the board and as Chair of the Audit Committee of Telkonet, Inc.

(TKOI) a smart energy management technology company.

a smart energy management technology company.

From 2007 to 2011, Mr.

Ledwick provided CFO consulting services to AdvantageResourcing

(former Advantage Human Resourcing, Inc.) a $150 million services firm and, in addition, from 2007-2008 also acted as special

advisor to The Dellacorte Group, a middle market financial advisory firm focused on transactions between $100 million and $1 billion.

From 2002 through 2006, Tim was a member of the Board of Directors and Executive Vice President-CFO of Dictaphone Corporation

playing a lead role in developing a business plan which revitalized the company, resulting in the successful sale of the firm

and delivering a seven times return to shareholders.

(former Advantage Human Resourcing, Inc.) a $150 million services firm and, in addition, from 2007-2008 also acted as special advisor

to The Dellacorte Group, a middle market financial advisory firm focused on transactions between $100 million and $1 billion.

through 2006, Tim was a member of the Board of Directors and Executive Vice President-CFO of Dictaphone Corporation playing a lead role

in developing a business plan which revitalized the company, resulting in the successful sale of the firm and delivering a seven times

return to shareholders.

From 2001-2002, Mr.

Ledwick was brought on as CFO to lead the restructuring

efforts of Lernout & Hauspie Speech Products, a Belgium-based Nasdaq listed speech technology company, whose market cap had

at one point reached a high of $9 billion.

From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public

company headquartered in New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital

Ledwick is a member of the Connecticut Society of Certified Public Accountants and received his B.B.A.

in accounting

from The George Washington University and his M.S.

in Finance from Fairfield University.

The Board of Directors believes that

Ledwick’s executive experience and financial expertise qualifies him to serve as a director of the Company.

Ledwick was brought on as CFO to lead the restructuring efforts of Lernout & Hauspie

Speech Products, a Belgium-based Nasdaq listed speech technology company, whose market cap had at one point reached a high of $9 billion.

From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public company headquartered in New York City, playing

a lead role in the firm’s acquisition activity, tax analysis and capital raising.

Ledwick is a member of the Connecticut Society

of Certified Public Accountants and received his B.B.A.

in accounting from The George Washington University and his M.S.

in Finance from

Fairfield University.

The Board of Directors believes that Mr.

Ledwick’s executive experience and financial expertise qualifies

him to serve as a director of the Company.

LeMire, who joined as a member of our Board of Directors in 2020, is a high-performing investment sales manager and product specialist

with 25 years of verifiable success in positioning investment management solutions across multiple channels.

LeMire currently

serves as the Managing Director of National Sales at Day Hagan Asset Management where he is responsible for managing the firm’s

asset management business.

LeMire currently serves

as the Managing Director of National Sales at Day Hagan Asset Management where he is responsible for managing the firm’s asset

management business.

Before joining Day Hagan Asset Management, Mr.

LeMire was a Senior Regional Vice President for State

Street Global Advisors and served in various other Vice President positions at Invesco, Old Mutual Investment Partners, Oppenheimer

Funds and CitiGroup.

LeMire holds a Master of Science degree in Mechanical Engineering from Polytechnic University, a Master

of Business Administration from Adelphia University and a Bachelor of Science degree from Manhattan College.

The Board of Directors

believes that Mr.

LeMire’s executive experience and financial expertise qualifies him to serve as a director of the Company.

Dudley, who joined as a member of our Board of Directors in 2020, currently serves as the Eastern Division and Metropolitan New

York City Regional Sales Manager for Select Sector Standard & Poor’s Depositary Receipts (“SPDRs”).

to joining Select Sector SPDRs in 2008, Mr.

Dudley held several managerial positions at Merrill Lynch within from 1981 through

Dudley began his career in the Merrill Lynch White Weld Capital Markets in Corporate Bond Syndicate, later moving to

Sales Manager for Taxable Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults for the New York

City District and ended his career as a Financial Advisor and Sales Manager at the Merrill Lynch Rockefeller Center Branch office.

LeMire was a Senior Regional Vice President for State Street Global

Advisors and served in various other Vice President positions at Invesco, Old Mutual Investment Partners, Oppenheimer Funds and CitiGroup.

LeMire holds a Master of Science degree in Mechanical Engineering from Polytechnic University, a Master of Business Administration

from Adelphia University and a Bachelor of Science degree from Manhattan College.

The Board of Directors believes that Mr.

Dudley’s executive experience and financial expertise qualifies him to serve as

a director of the Company.

executive experience and financial expertise qualifies him to serve as a director of the Company.

Dudley, who joined as a member of our Board of Directors in 2020, currently serves as the Eastern Division and Metropolitan New York

City Regional Sales Manager for Select Sector Standard & Poor’s Depositary Receipts (“SPDRs”).

Prior to joining

Select Sector SPDRs in 2008, Mr.

Dudley held several managerial positions at Merrill Lynch within from 1981 through 2007.

began his career in the Merrill Lynch White Weld Capital Markets in Corporate Bond Syndicate, later moving to Sales Manager for Taxable

Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults for the New York City District and ended his career

as a Financial Advisor and Sales Manager at the Merrill Lynch Rockefeller Center Branch office.

The Board of Directors believes that

Dudley’s executive experience and financial expertise qualifies him to serve as a director of the Company.

Wool, who joined as a member of our Board of Directors in 2021, has been the president of Revere Wealth Management, where he provides

integrated strategies designed to help build, manage and preserve wealth for wealthy families, endowments and foundations, since January

Prior to his employment at Revere Wealth Management, Mr.

Wool was an Executive Director at Morgan Stanley (NYSE:

MS) from May 2013

to January 2021, where he where he where he provided strategic wealth management and investing guidance to his clients.

employment at Morgan Stanley and The Wool Group, Mr.

Wool was employed at Oppenheimer and Co., Inc.

in a number of roles, where he strategic

wealth management and investing guidance to his clients, from 2005 to 2013.

Specifically, from 2010 until 2013, Mr.

Wool served as a

Managing Director of the Professional Investors Group for Oppenheimer Asia Ltd.

Wool currently serves as a board member of LifeLine

NY, a charity foundation focused on attain medical equipment for the underprivileged children of Serbia and a board member of CIRSD (Center

for International Relations and Sustainable Development), whose mission is to empower youth in communities with the greatest need to

reach their full potential and pursue higher education.

Wool is also a Partner at Merakia, a Greek steakhouse in the Flatiron district

of NYC and a Partner at Isouvlaki, which is a Quick Service Restaurant in the Tristan area.

Wool was involved in an arbitration

proceeding with FINRA, which was settled in 2011.

We believe Mr.

Wool is well qualified to serve as a director due to his extensive experience

in banking and wealth management.

Family Relationships

There are no arrangements between our directors and any other person pursuant to which our directors were nominated

or elected for their positions.

There are no family relationships between any of our directors or executive officers.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act, requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or

more of our Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership

of Common Stock.

16(a) of the Exchange Act, requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or more

of our Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common

Anyone required to file such reports also need to provide us with copies of all Section 16(a) forms they file.

solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to 2020 and (ii) certain written

representations of our officers and directors, we believe that all filings required to be made pursuant to Section 16(a) of the

Exchange Act during and with respect to 2020 were filed in a timely manner.

solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to 2021 and (ii) certain written representations

of our officers and directors, we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during and

with respect to 2021 were filed in a timely manner.

have adopted a Code of Ethics, which is available on our website at www.aikidopharma.com .

3 unchanged sentences

Vander Zanden and Mr.

Gregory Blattner.

The Audit Committee has authority to review our financial records, deal with our independent auditors, recommend financial reporting

policies to the Board of Directors, and investigate all aspects of our business.

The Audit Committee Charter is available for

your review on our website at www.spherix.com.

Each member of the Audit Committee satisfies the independence requirements and

other criteria established by NASDAQ and the SEC applicable to audit committee members.

The Board of Directors has determined

Ledwick meets the requirements of an audit committee financial expert as defined in the SEC and NASDAQ rules.

The Audit Committee

has authority to review our financial records, deal with our independent auditors, recommend financial reporting policies to the Board

of Directors, and investigate all aspects of our business.

The Audit Committee Charter is available for your review on our website at

www.aikidopharma.com.

Each member of the Audit Committee satisfies the independence requirements and other criteria established by Nasdaq

and the SEC applicable to audit committee members.

The Board of Directors has determined that Mr.

Ledwick meets the requirements of an

audit committee financial expert as defined in the SEC and Nasdaq rules.

EXECUTIVE COMPENSATION

following Summary of Compensation table sets forth the compensation paid by our Company during the two years ended December 31, 2021

2020, to all Executive Officers or employees earning in excess of $100,000 during any such year.

and 2020, to all Executive Officers earning in excess of $100,000 during any such year.

of Compensation

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Non-Qualified Deferred Compensation Earnings

All Other Compensation

Name and Principal

Anthony Hayes, Chief Executive Officer, Director,

Principal Accounting Officer and Principal Financial Officer

Principal Accounting Officer and Principal Financial

Darrell Dotson,

VP of Drug Development & General Counsel

pursuant to the Spherix Incorporated 2013 Incentive Compensation Plan and 2014 Plan.

pursuant to the AIkido Pharma, Inc.

2013 Incentive Compensation Plan, 2014 Plan and 2020 Plan.

Disclosure to Summary Compensation Table

1 unchanged sentence

Anthony Hayes pursuant to which Mr.

Hayes serves as the Chief

Executive Officer for a period of one year, subject to renewal.

Hayes serves as the Chief Executive

Officer for a period of one year, subject to renewal.

In consideration for his employment, we agreed to pay Mr.

a base salary of $350,000 per annum.

Hayes will be entitled to receive an annual bonus in an amount equal to up to 100% of

his base salary if we meet or exceed certain criteria adopted by our Compensation Committee.

We further agreed to grant executive

restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan, with respect to 118,512 shares of the

Company’s common stock.

One-half of the grant shall vest if as of December 31, 2016, the Corporation has pro-forma cash

of at least five million dollars ($5,000,000) (cash plus any cash used for a Board-approved extraordinary acquisition or transaction

reconstituting the Company’s core operations, less accrued bonuses) and one-half shall vest upon the Company meeting certain

agreed upon criteria.

As of December 31, 2020, 59,256 restricted stock units were vested and 59,256 restricted stock units were

Hayes a base salary of

$350,000 per annum.

Hayes will be entitled to receive an annual bonus in an amount equal to up to 100% of his base salary if we meet

or exceed certain criteria adopted by our Compensation Committee.

We further agreed to grant executive restricted stock units, pursuant

to the Corporation’s 2014 Equity Incentive Plan, with respect to 118,512 shares of the Company’s common stock.

the grant shall vest if as of December 31, 2016, the Corporation has pro-forma cash of at least five million dollars ($5,000,000) (cash

plus any cash used for a Board-approved extraordinary acquisition or transaction reconstituting the Company’s core operations,

less accrued bonuses) and one-half shall vest upon the Company meeting certain agreed upon criteria.

As of June 30, 2020, 59,256 restricted

stock units were vested and 59,256 restricted stock units were forfeited.

the April 1, 2016 employment agreement with Mr.

Hayes, we have agreed to, in the event of termination by us without “cause”

or pursuant to a change in control, grant Mr.

Hayes, in addition to reimbursement of any documented, unreimbursed expenses incurred prior

to such date, (i) any unpaid compensation and vacation pay accrued during the term of the Employment Agreement, and any other benefits

accrued to him under any of our benefit plans outstanding at such time, (ii) twelve (12) months base salary at the then current rate

to be paid in a single lump sum within thirty (30) days of Mr.

Hayes’ termination, (iii) continuation for a period of twelve (12)

months of any benefits as extended to our executive officers from time to time, including but not limited to group health care coverage

and (iv) payment on a pro rata basis of any annual bonus or other payments earned in connection with any bonus plans to which Mr.

was a participant as of the date of termination.

In addition, any options or restricted stock shall be immediately vested upon termination

Hayes’s employment without “cause” or pursuant to a change in control.

October 19, 2017, the Company entered into an amendment to the employment agreement of Mr.

Hayes, pursuant to which, effective

January 1, 2017, Mr.

Hayes was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets

or exceeds certain criteria adopted by the Compensation Committee of the Company’s Board of Directors.

Hayes, pursuant to which, effective January

Hayes was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds

certain criteria adopted by the Compensation Committee of the Company’s Board of Directors.

In addition, Mr.

Hayes was awarded a restricted stock unit grant for 30,000 shares of the Company’s common stock under the Company’s

2014 Equity Incentive Plan.

Such grant shall vest in installments, in tandem with the satisfaction of the same criteria to which

the cash bonus is subject.

If all criteria are met, 100% of the grant of restricted stock units shall vest upon the determination

of the Compensation Committee, which in any event shall not be later than March 15, 2018.

Hayes was awarded

a restricted stock unit grant for 30,000 shares of the Company’s common stock under the Company’s 2014 Equity Incentive Plan.

Such grant shall vest in installments, in tandem with the satisfaction of the same criteria to which the cash bonus is subject.

criteria are met, 100% of the grant of restricted stock units shall vest upon the determination of the Compensation Committee, which

in any event shall not be later than March 15, 2018.

June 28, 2021, the Company entered into an amendment to the employment agreement of Mr.

Hayes, pursuant to which, effective on July 1,

2021 the term of the employment agreement shall be extended to June 28, 2024 and that Mr.

Hayes’ executive compensation will be

increased to $500,000 annually.

Hayes was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company

meets or exceeds certain criteria adopted by the Compensation Committee of the Company’s Board of Directors.

All other terms of Mr.

employment agreement, effective as of April 1, 2016, remain in full force and effect.

the April 1, 2016 employment agreement with Mr.

Hayes, we have agreed to, in the event of termination by us without “cause”

or pursuant to a change in control, grant Mr.

Hayes, in addition to reimbursement of any documented, unreimbursed expenses incurred

prior to such date, (i) any unpaid compensation and vacation pay accrued during the term of the Employment Agreement, and any

other benefits accrued to him under any of our benefit plans outstanding at such time, (ii) twelve (12) months base salary at

the then current rate to be paid in a single lump sum within thirty (30) days of Mr.

termination, (iii) continuation

for a period of twelve (12) months of any benefits as extended to our executive officers from time to time, including but not

limited to group health care coverage and (iv) payment on a pro rata basis of any annual bonus or other payments earned in connection

with any bonus plans to which Mr.

Hayes was a participant as of the date of termination.

In addition, any options or restricted

stock shall be immediately vested upon termination of Mr.

Hayes’s employment without “cause”

or pursuant to

a change in control.

Hayes’ employment agreement, effective

as of April 1, 2016, as amended on October 9, 2017, remain in full force and effect.

January 1, 2017, we entered into an employment agreement with Mr.

Darrell Dotson pursuant to which Mr.

Dotson serves as the Vice

President, for a period of three months, which shall automatically be extended for three months unless either party provides notice

of non-renewal.

Dotson serves as the Vice President,

for a period of three months, which shall automatically be extended for three months unless either party provides notice of non-renewal.

In consideration for his employment, we agreed to pay Mr.

Dotson a base salary of $125,000 per annum.

will be entitled to receive an annual bonus in an amount equal to up to 50% of his base salary if we meet or exceed certain criteria

adopted by our Compensation Committee.

We further agreed to grant executive restricted stock units, pursuant to the Corporation’s

2014 Equity Incentive Plan, in addition to the cash bonus, upon confirmation by the compensation committee.

Dotson will be entitled to

receive an annual bonus in an amount equal to up to 50% of his base salary if we meet or exceed certain criteria adopted by our Compensation

We further agreed to grant executive restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan,

in addition to the cash bonus, upon confirmation by the compensation committee.

March 24, 2020, we entered into an amendment to the employment agreement of Mr.

Dotson pursuant to which Mr.

Dotson was entitled

to receive a base salary of $250,000 per annum.

Dotson was entitled to receive

a base salary of $250,000 per annum.

On July 1, 2021, we entered into a second amendment to the employment agreement of Mr.

Dotson pursuant

Dotson was entitled to receive a base salary of $300,000 per annum.

the January 1, 2017 employment agreement with Mr.

Dotson, we have agreed to, in the event of termination by us without “cause”

or pursuant to a change in control, grant Mr.

Dotson, in addition to reimbursement of any documented, unreimbursed expenses incurred

prior to such date, (i) a cash payment of $250,000 and any unpaid compensation and vacation pay accrued during the term of his

employment agreement, and any other benefits accrued to him under any of our benefit plans outstanding at such time, (ii) continuation

for a period of twelve (12) months of any benefits as extended to our executive officers from time to time, including but not

limited to group health care coverage and (iii) payment on a pro rata basis of any annual bonus or other payments earned in connection

with any bonus plans to which Mr.

prior to such date, (i) a cash payment of $250,000 and any unpaid compensation and vacation pay accrued during the term of his employment

agreement, and any other benefits accrued to him under any of our benefit plans outstanding at such time, (ii) continuation for a period

of twelve (12) months of any benefits as extended to our executive officers from time to time, including but not limited to group health

care coverage and (iii) payment on a pro rata basis of any annual bonus or other payments earned in connection with any bonus plans to

Dotson was a participant as of the date of termination.

In addition, any options or restricted

stock shall be immediately vested upon termination of Mr.

Dotson employment without “cause”

or pursuant to a change

In addition, any options or restricted stock shall be immediately vested

upon termination of Mr.

Dotson employment without “cause” or pursuant to a change in control.

Equity Awards at December 31, 2021

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Unexercisable

Anthony Hayes

1 unchanged sentence

following table summarizes the compensation paid to non-employee directors during the year ended December 31, 2021.

Fees earned or paid in cash

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Non-Qualified Deferred Compensation Earnings

All Other Compensation

Eric Weisblum (2)

paid in cash ($)

Incentive Plan

Compensation ($)

Value and Non-

Compensation($)

Vander Zanden (2)

3 unchanged sentences

Robert Dudley (6)

Kyle Wool (7)

stock options were granted in accordance with ASC Topic 718.

Weisblum was paid $15,000 in cash compensation for his service as a director in 2020.

Effective April 17, 2020, Mr.

resigned as a director and member of the Audit, Compensation and Nomination Committees of the Company.

Vander Zanden was paid $70,000 in cash compensation for his service as a director in 2021.

In addition, in December 2020,

Vander Zanden was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise

price of $0.64, vesting with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date

Ledwick was paid $47,500 in cash compensation for his service as a director in 2021.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

Blattner was paid $65,000 in cash compensation for his service as a director in 2021.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

LeMire was paid $65,000 in cash compensation for his service as a director in 2021.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

Dudley was paid $65,000 in cash compensation for his service as a director in 2021.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

Wool was paid $53,186 in cash compensation for his service as a director in 2021.

directors received the following annual compensation for service as a member of the Board for the fiscal year ended December 31, 2021:

Annual Retainer

To be paid in cash in four equal quarterly installments.

Additional Retainer

To be paid to the Chairman of the Board upon election annually.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDERS

be paid in cash in four equal quarterly installments.

be paid to the Chairman of the Board upon election annually.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDERS

Authorized for Issuance under Equity Compensation Plans

following table provides information about our Common Stock that may be issued upon the exercise of options, warrants and rights

under all of our existing equity compensation plans as of December 31, 2020.

following table provides information about our Common Stock that may be issued upon the exercise of options, warrants and rights under

all of our existing equity compensation plans as of December 31, 2021.

securities to be

available for

future issuance

plans (excluding

securities reflected

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and

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)

and rights (1)

Equity compensation plans approved by security holder

Equity compensation plans not approved by security holder

of options to acquire 24,840 shares of our common stock under the 2013 Equity Incentive Plan and 359,464 under the 2014 Equity

Incentive Plan.

of options to acquire 24,840 shares of our common stock under the 2013 Equity Incentive Plan and 454,814 under the 2014 Equity Incentive

of shares of Common Stock available for future issuance under our equity incentive plans.

Ownership of our Capital Stock by Certain Beneficial Owners and Management

The following tables set forth certain

information concerning the number of shares of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock owned

beneficially as of March 25, 2021 by (i) our officers and directors as a group and (ii) each person (including any group) known

to us to own more than 5% of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock.

As of March 25, 2021

there were 88,906,146 shares of Common Stock outstanding, 4,725 shares of Series D Preferred Stock outstanding and 834 shares of

Series D-1 Preferred Stock outstanding.

Unless otherwise indicated, it is our understanding and belief that the stockholders listed

possess sole voting and investment power with respect to the shares shown.

The following tables set forth certain information

concerning the number of shares of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock owned beneficially as of

March 28, 2022 by (i) our officers and directors as a group and (ii) each person (including any group) known to us to own more than 5%

of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock.

As of March 28, 2022 there were 89,293,446 shares of Common

Stock outstanding, 3,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding.

otherwise indicated, it is our understanding and belief that the stockholders listed possess sole voting and investment power with respect

to the shares shown.

Beneficially Owned

24 unchanged sentences

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

Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any

contract, arrangement, understanding, relationship or otherwise has or shares:

(i) voting power, which includes the power

to vote or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the

power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person

if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as

of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding

is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition

4,944 shares of Common Stock and 39,555 options for purchase of Common Stock exercisable as of March 25, 2021.

12,280 shares of Common Stock and 36,150 options for purchase of Common Stock exercisable as of March 25, 2021.

7,059 shares of Common Stock and 38,626 options for purchase of Common Stock exercisable as of March 25, 2021.

25,000 options for purchase of Common Stock exercisable as of January 30, 2021.

36,766 options for purchase of Common Stock exercisable as of January 30, 2021.

Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract,

arrangement, understanding, relationship or otherwise has or shares:

(i) voting power, which includes the power to vote or to direct

the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power

to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire

the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned

by such person (and only such person) by reason of these acquisition rights.

29,944 shares of Common Stock and 63,625 options for purchase of Common Stock.

42,280 shares of Common Stock and 60,220 options for purchase of Common Stock.

32,059 shares of Common Stock and 62,696 options for purchase of Common Stock.

25,000 shares of Common Stock and 50,000 options for purchase of Common Stock.

25,000 shares of Common Stock and 61,766 options for purchase of Common Stock.

25,000 shares of Common Stock.

March 23, 2020, and as amended and restated on November 24, 2020, the Company and Continental Stock Transfer & Trust Co.

“Rights Agreement”) The Rights Agreement provides each stockholder of record a dividend distribution of one “right”

for each outstanding share of Common Stock.

Agreement”) The Rights Agreement provides each stockholder of record a dividend distribution of one “right” for each

outstanding share of 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 4.99% or more of our Common Stock, in connection with, (x) the Company

consolidating, or merging into any other person, (y) any person consolidates or merges with or into the Company or (z) the Company

sells or otherwise transfers to any person or persons, in one or more transactions, assets or earning power aggregating 50% or

more of the assets or earning power of the Company, or (2) the commencement of a tender offer which would result in an offer or

beneficially owning 10% or more of our outstanding Common Stock.

All rights held by an acquirer or offer or expire on the announced

acquisition date, and all rights expire at the close of business on March 23, 2023, subject to further extension.

Each right entitles

a stockholder to acquire, at a price of $5.00 per one one-thousandth of a share of our Series A Preferred Stock, subject to adjustments,

which carries voting and dividend rights similar to one share of our Common Stock.

The purchase price of the preferred stock fractional

amount is subject to adjustment for certain events as described in the Rights Agreement.

At the discretion of a majority of the

Board of Directors and within a specified time period, we may redeem all of the rights at a price of $0.0001 per right.

may also amend any provisions of the Rights Agreement prior to exercise.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

(1) a public announcement that an

acquirer has purchased or has the right to acquire 4.99% or more of our Common Stock, in connection with, (x) the Company consolidating,

or merging into any other person, (y) any person consolidates or merges with or into the Company or (z) the Company sells or otherwise

transfers to any person or persons, in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning

power of the Company, or (2) the commencement of a tender offer which would result in an offer or beneficially owning 10% or more of

our outstanding Common Stock.

All rights held by an acquirer or offer or expire on the announced acquisition date, and all rights expire

at the close of business on March 23, 2023, subject to further extension.

Each right entitles a stockholder to acquire, at a price of

$5.00 per one one-thousandth of a share of our Series A Preferred Stock, subject to adjustments, which carries voting and dividend rights

similar to one share of our Common Stock.

The purchase price of the preferred stock fractional amount is subject to adjustment for certain

events as described in the Rights Agreement.

At the discretion of a majority of the Board of Directors and within a specified time period,

we may redeem all of the rights at a price of $0.0001 per right.

The Board may also amend any provisions of the Rights Agreement prior

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

current Board of Directors consists of Mr.

1 unchanged sentence

Vander Zanden, Mr.

Robert Dudley,

Paul LeMire, and Mr.

Robert Dudley, Mr.

Kyle Wool and Mr.

Gregory James Blattner.

1 unchanged sentence

Vander Zanden, Mr.

Weisblum and Mr.

Blattner are independent directors within the meaning of the applicable Nasdaq rules.

Our Audit, Compensation,

and Nominating Committees consist solely of independent directors.

Our Audit, Compensation, and Nominating

Committees consist solely of independent directors.

have not adopted written policies and procedures specifically for related person transactions.

1 unchanged sentence

to approve all related party transactions, and approved each of the transactions set forth above.

ACCOUNTING FEES AND SERVICES

The Company has engaged the services of Revere Securities, LLC (“Revere”) to strategically manage and build the Corporation’s

investment processes since 2021.

Kyle Wool is the president of Revere.

On March 14, 2022 the Board approved and consented to an affiliated

transaction whereby Anthony Hayes will acquire an 8% ownership interest in Revere on the terms and subject to the conditions set forth

in a Purchase Agreement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Paid to Auditor

following table sets forth the fees paid by our Company to Marcum LLP for audit and other services provided in 2020 and 2019.

following table sets forth the fees paid by our Company to WithumSmith+Brown, PC for audit and other services provided for the fiscal

year ended December 31, 2021.

WithumSmith+Brown, PC did not provide any services in 2020.

Audit Related Fees

All Other Fees

following table sets forth the fees paid by our Company to Marcum LLP for audit and other services provided for the fiscal year ended

December 31, 2021 and 2020.

Audit Related Fees

All Other Fees

on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all

audit and permissible non-audit services provided by our principal accountants.

Our Audit Committee has established a policy regarding

approval of all audit and permissible non-audit services provided by our principal accountants.

No non-audit services were performed

by our principal accountants during the fiscal years ended December 31, 2020 and 2019.

Our Audit Committee pre-approves these

services by category and service.

with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and

permissible non-audit services provided by our principal accountants.

Our Audit Committee has established a policy regarding approval

of all audit and permissible non-audit services provided by our principal accountants.

No non-audit services were performed by our principal

accountants during the fiscal years ended December 31, 2021 and 2020 Our Audit Committee pre-approves these services by category and

Our Audit Committee has pre-approved all of the services provided by our principal accountants.

FINANCIAL STATEMENTS, SCHEDULES

EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES

Financial Statements

3 unchanged sentences

Statements of Operations for the Years Ended December 31, 2021 and 2020

Statements of Changes in Stockholders’

Equity for the Years Ended December 31, 2020 and 2019

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

to Consolidated Financial Statements

Statement Schedules

Agreement, dated July 18, 2017, by and between Spherix Incorporated and Laidlaw & Co.

(UK) Ltd (incorporated by reference

to Form 8-K filed July 24, 2017)

Agency Agreement, dated July 15, 2015, by and between Spherix Incorporated and Chardan Capital Markets LLC (incorporated by

reference to Form 8-K filed July 17, 2015)

and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form

8-K filed April 25, 2014)

of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated

by reference to Form 8-K filed March 18, 2016)

and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013)

of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated

by reference to Form 10-K filed March 29, 2016)

Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A

filed April 17, 2014)

Agreement, dated as of January 24, 2013, by and between Spherix Incorporated and Equity Stock Transfer, LLC (incorporated

by reference to Form 8-K filed January 30, 2013)

and Restated Rights Agreement, dated as of June 9, 2017, by and between Spherix Incorporated and Transfer Online Inc.

(incorporated

by reference to Form 8-K filed June 9, 2017)

of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (incorporated by reference to

Form 8-K/A filed on June 2, 2014)

of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (incorporated by reference to

Form 8-K filed on December 3, 2015)

of Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

of Placement Agent Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

of Common Stock Purchase Warrant (incorporated by reference to Form 8-K filed July 17, 2015)

of Warrant (incorporated by reference to Form 8-K filed December 3, 2015)

Equity Incentive Plan (incorporated by reference from the Company’s Information Statement on Definitive 14C filed November

Exchange Agreement, dated March 1, 2013, by and among the Company and certain investors (incorporated by reference to Form

8-K filed March 7, 2013)

and Plan of Merger, dated April 2, 2013 (incorporated by reference to the Form 8-K filed on April 4, 2013)

Amendment to Agreement and Plan of Merger, dated August 30, 2013 (incorporated by reference to the Form 8-K filed on September

Incorporated 2013 Equity Incentive Plan (incorporated by reference to the Form 8-K filed on April 4, 2013)

Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A

filed December 20, 2013)

to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on

Form DEF 14A filed March 28, 2014)

of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013)

Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on September

Indemnification

Agreement, by and between Spherix Incorporated and Jeffrey Ballabon (incorporated by reference to the Form 8-K filed on June

Purchase Agreement, by and between Spherix Incorporated and Rockstar Consortium US LP, including Amendment No.

1 thereto (incorporated

by reference to the Form 8-K/A filed on November 19, 2013)

of Series F Exchange Agreement (incorporated by reference to the Form 8-K filed on November 26, 2013)

of Series D Exchange Agreement (incorporated by reference to the Form 8-K filed on December 30, 2013)

Patent Purchase Agreement, dated December 31, 2013, by and between Spherix Incorporated and Rockstar Consortium US LP (incorporated

by reference to the Form S-1/A filed January 21, 2014)

of Subscription Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

of Registration Rights Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

of Subscription Agreement (incorporated by reference to the Form 8-K filed on May 29, 2014)

of Agreement, dated January 6, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference

to the Form 10-K filed on March 30, 2015)

of Agreement, dated April 11, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference

to the Form 10-K filed on March 30, 2015)

Purchase Agreement, dated July 15, 2015, by and among Spherix Incorporated and the purchasers party thereto (incorporated

by reference to Form 8-K filed July 17, 2015)

Agreement, dated as of March 14, 2014, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to

Form 10-K filed March 29, 2016)

to Employment Agreement, dated as of June 30, 2015, by and between Spherix Incorporated and Frank Reiner (incorporated by

reference to Form 10-K filed March 29, 2016)

and License Agreement, dated October 13, 2015, by and between Spherix Incorporated and Huawei Technologies Co., Ltd.

(incorporated

by reference to Form 10-K filed March 29, 2016)

License Agreement, dated as of November 23, 2015, by and between Spherix Incorporated and RPX Corporation (incorporated by

reference to Form 8-K filed November 30, 2015

Purchase Agreement, dated as of December 2, 2015, by and among Spherix Incorporated and the investors party thereto (incorporated

by reference to Form 8-K filed December 3, 2015)

Agreement, dated September 16, 2015, as amended, by and between Spherix Incorporated and H.C.

Wainwright & Co., LLC (incorporated

by reference to Form 8-K filed December 3, 2015)

Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference

to Form 8-K filed May 26, 2016)

to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K

filed on October 25, 2017)

Agreement and Release, dated March 10, 2017, by and between Spherix Incorporated and Frank Reiner (incorporated by reference

to Form 8-K filed March 15, 2017)

License Agreement, dated as of May 23, 2016, by and between Spherix Incorporated and RPX Corporation (incorporated by reference

to Form 10-Q filed August 15, 2016)

Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by

and between Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016)

Agreement, dated as of August 2, 2016, by and among Spherix Incorporated and the underwriters named on Schedule I thereto

(incorporated by reference to Form 8-K filed August 3, 2016)

and Assumption of Rights Agreement, dated as of June 16, 2016, by and between Spherix Incorporated and Transfer Online, Inc.

Financial Statement Schedules

Underwriting Agreement, dated July 18, 2017, by and between Spherix Incorporated and Laidlaw & Co.

(UK) Ltd (incorporated by reference to Form 8-K filed July 24, 2017)

Placement Agency Agreement, dated July 15, 2015, by and between Spherix Incorporated and Chardan Capital Markets LLC (incorporated by reference to Form 8-K filed July 17, 2015)

Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form 8-K filed April 25, 2014)

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated by reference to Form 8-K filed March 18, 2016)

Amended and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated by reference to Form 10-K filed March 29, 2016)

Specimen Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A filed April 17, 2014)

Rights Agreement, dated as of January 24, 2013, by and between Spherix Incorporated and Equity Stock Transfer, LLC (incorporated by reference to Form 8-K filed January 30, 2013)

Amended and Restated Rights Agreement, dated as of June 9, 2017, by and between Spherix Incorporated and Transfer Online Inc.

(incorporated by reference to Form 8-K filed June 9, 2017)

Purchase Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated

by reference to Form 8-K filed July 3, 2017)

Rights Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated

by reference to Form 8-K filed July 3, 2017)

of Shareholders Agreement, dated as of June 30, 2017 (incorporated by reference to Form 8-K filed July 3, 2017)

and Plan of Merger, dated as of March 12, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat,

Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (incorporated by reference to Form 8-K/A filed on June 2, 2014)

Certificate of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (incorporated by reference to Form 8-K filed on December 3, 2015)

Form of Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

Form of Placement Agent Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

Form of Common Stock Purchase Warrant (incorporated by reference to Form 8-K filed July 17, 2015)

Form of Warrant (incorporated by reference to Form 8-K filed December 3, 2015)

2012 Equity Incentive Plan (incorporated by reference from the Company’s Information Statement on Definitive 14C filed November 26, 2012)

Warrant Exchange Agreement, dated March 1, 2013, by and among the Company and certain investors (incorporated by reference to Form 8-K filed March 7, 2013)

Agreement and Plan of Merger, dated April 2, 2013 (incorporated by reference to the Form 8-K filed on April 4, 2013)

First Amendment to Agreement and Plan of Merger, dated August 30, 2013 (incorporated by reference to the Form 8-K filed on September 4, 2013)

Spherix Incorporated 2013 Equity Incentive Plan (incorporated by reference to the Form 8-K filed on April 4, 2013)

Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed December 20, 2013)

Amendment to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed March 28, 2014)

Form of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013)

Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on September 13, 2013)

Indemnification Agreement, by and between Spherix Incorporated and Jeffrey Ballabon (incorporated by reference to the Form 8-K filed on June 13, 2014)

Patent Purchase Agreement, by and between Spherix Incorporated and Rockstar Consortium US LP, including Amendment No.

1 thereto (incorporated by reference to the Form 8-K/A filed on November 19, 2013)

Form of Series F Exchange Agreement (incorporated by reference to the Form 8-K filed on November 26, 2013)

Form of Series D Exchange Agreement (incorporated by reference to the Form 8-K filed on December 30, 2013)

Confidential Patent Purchase Agreement, dated December 31, 2013, by and between Spherix Incorporated and Rockstar Consortium US LP (incorporated by reference to the Form S-1/A filed January 21, 2014)

Form of Subscription Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

Form of Registration Rights Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

Form of Subscription Agreement (incorporated by reference to the Form 8-K filed on May 29, 2014)

Letter of Agreement, dated January 6, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference to the Form 10-K filed on March 30, 2015)

Letter of Agreement, dated April 11, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference to the Form 10-K filed on March 30, 2015)

Securities Purchase Agreement, dated July 15, 2015, by and among Spherix Incorporated and the purchasers party thereto (incorporated by reference to Form 8-K filed July 17, 2015)

Employment Agreement, dated as of March 14, 2014, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to Form 10-K filed March 29, 2016)

Amendment to Employment Agreement, dated as of June 30, 2015, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to Form 10-K filed March 29, 2016)

Settlement and License Agreement, dated October 13, 2015, by and between Spherix Incorporated and Huawei Technologies Co., Ltd.

(incorporated by reference to Form 10-K filed March 29, 2016)

Patent License Agreement, dated as of November 23, 2015, by and between Spherix Incorporated and RPX Corporation (incorporated by reference to Form 8-K filed November 30, 2015

Securities Purchase Agreement, dated as of December 2, 2015, by and among Spherix Incorporated and the investors party thereto (incorporated by reference to Form 8-K filed December 3, 2015)

Engagement Agreement, dated September 16, 2015, as amended, by and between Spherix Incorporated and H.C.

Wainwright & Co., LLC (incorporated by reference to Form 8-K filed December 3, 2015)

Employment Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to Form 8-K filed May 26, 2016)

Amendment to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on October 25, 2017)

Separation Agreement and Release, dated March 10, 2017, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to Form 8-K filed March 15, 2017)

Patent License Agreement, dated as of May 23, 2016, by and between Spherix Incorporated and RPX Corporation (incorporated by reference to Form 10-Q filed August 15, 2016)

Technology Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by and between Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016)

Underwriting Agreement, dated as of August 2, 2016, by and among Spherix Incorporated and the underwriters named on Schedule I thereto (incorporated by reference to Form 8-K filed August 3, 2016)

Assignment and Assumption of Rights Agreement, dated as of June 16, 2016, by and between Spherix Incorporated and Transfer Online, Inc.

(incorporated by reference to Form 8-K filed June 21, 2016)

Securities Purchase Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated by reference to Form 8-K filed July 3, 2017)

Registration Rights Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated by reference to Form 8-K filed July 3, 2017)

Form of Shareholders Agreement, dated as of June 30, 2017 (incorporated by reference to Form 8-K filed July 3, 2017)

Agreement and Plan of Merger, dated as of March 12, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat, Inc.

and Darin Myman (incorporated by reference to Form 8-K filed March 14, 2018)

Agency Agreement, dated as of March 14, 2018, by and between Spherix Incorporated and Laidlaw & Company (UK) Ltd.

(incorporated

by reference to Form 8-K filed March 19, 2018)

Placement Agency Agreement, dated as of March 14, 2018, by and between Spherix Incorporated and Laidlaw & Company (UK) Ltd.

(incorporated by reference to Form 8-K filed March 19, 2018)

Assignment of Agreement, dated as of November 13, 2019, by and among The University of Texas in Austin, on behalf of the Board of Regents of the University of Texas, CBM BioPharma, Inc.

and Spherix Incorporated (incorporated by reference to Form S-1 filed January 31, 2020)

and Spherix Incorporated

Assignment of Agreement, dated as of November 13, 2019, by and among Wake Forest University Health Sciences, CBM BioPharma, Inc.

and Spherix Incorporated (incorporated by reference to Form S-1 filed January 31, 2020)

Amendment to Agreement and Plan of Merger, dated as of May 3, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary

Inc., DatChat, Inc.

and Spherix Incorporated

First Amendment to Agreement and Plan of Merger, dated as of May 3, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat, Inc.

and Darin Myman (incorporated by reference to Form 8-K filed May 7, 2018)

and Plan of Merger, dated as of October 10, 2018, by and among Spherix Incorporated, Spherix Delaware Merger Sub Inc., Scott

Wilfong and CBM Biopharma, Inc.

and Plan of Merger, dated as of October 10, 2018, by and among Spherix Incorporated, Spherix Delaware Merger Sub Inc., Scott Wilfong

and CBM Biopharma, Inc.

(incorporated by reference to Form 8-K filed October 16, 2018)

The Market Offering Agreement, dated as of August 9, 2019, by and between Spherix Incorporated and H.C.

Wainwright & Co.,

LLC (incorporated by reference to Form 8-K filed August 9, 2019)

Wainwright & Co., LLC

(incorporated by reference to Form 8-K filed August 9, 2019)

Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM BioPharma, Inc.

2 unchanged sentences

1 to Asset Purchase Agreement, dated as of May 30, 2019, by and between the Company and CBM BioPharma, Inc.

(incorporated

herein by reference to Form 10-Q filed on August 14, 2019)

(incorporated herein

by reference to Form 10-Q filed on August 14, 2019)

2 to Asset Purchase Agreement, dated as of December 5, 2019, by and between the Company and CBM BioPharma, Inc.

1 unchanged sentence

herein by reference to Form 8-K filed on December 10, 2019)

Form of Placement Agent’s Warrant (incorporated by reference to Form 8-K filed on March 10, 2020)

Form of Securities Purchase Agreement (incorporated by reference to Form 8-K filed on March 10, 2020)

Certificate of Designation of Series L Preferred Stock of AIkido Pharma Inc.

(incorporated by reference to Form 8-K filed on March 25, 2020)

Rights Agreement, dated March 23, 2020, by and between AIkido Pharma Inc.

and VStock Transfer, LLC (incorporated by reference to Form 8-K filed on March 25, 2020)

Form of Securities Purchase Agreement (incorporated by reference to Form 8-K filed on April 15, 2020)

Form of Placement Agent’s Warrant (incorporated by reference to Form 8-K filed on April 15, 2020)

Certificate of Designation of Series M Preferred Stock (incorporated by reference to Form 8-K filed on January 11, 2021)

Securities Purchase Agreement bt and between Convergent Therapeutics, Inc.

and AIkido Pharma Inc., dated January 29, 2021 (incorporated by reference to Form 8-K filed February 3, 2021)

Convertible Promissory Note, dated January 29, 2021 (incorporated by reference to Form 8-K filed February 3, 2021)

Amended and Restated Underwriting Agreement by and between the Company and H.C.

Wainwright & Co., LLC, dated February 16, 2021 (incorporated by reference to Form 8-K filed on February 18, 2021)

Form of Underwriter’s Warrant (incorporated by reference to Form 8-K filed on February 18, 2021)

List of Subsidiaries

Confirmation of Mutual Understanding, dated March 24, 2022

Consent of Marcum LLP, independent registered public accounting firm

Consent of WithumSmith+Brown, PC, independent registered public accounting firm

Certification of Principal Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

to a Confidential Treatment Request under Rule 24b-2 filed with and approved by the SEC, portions of this exhibit have been omitted

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

Anthony Hayes

March 28, 2022

Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

/s/ Anthony Hayes

Chief Executive Officer and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the Registrant and in the capacities and on the dates indicated.

Anthony Hayes

Chief Executive

Officer and Director

March 28, 2022

Anthony Hayes

March 28, 2022

/s/ Robert J.

Vander Zanden

Chairman of the Board

March 28, 2022

Vander Zanden

/s/ Paul LeMire

March 28, 2022

/s/ Robert Dudley

March 28, 2022

Robert Dudley

Gregory James Blattner

/s/ Gregory James Blattner

March 28, 2022

Gregory James Blattner

/s/ Kyle Wool

March 28, 2022

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 9A. Controls and Procedures