Item
1.01 Entry into a Material Definitive Agreement.
Placement
Agency Agreement
On
March 30, 2017, Akers Biosciences, Inc. (the “
Company
”) entered into a Placement Agency Agreement
(the “
Placement Agency Agreement
”) with Joseph Gunnar & Co., LLC
(“
Joseph Gunnar
”), pursuant to which Joseph Gunnar was to act as placement agent in connection with
the private placement (the “
Offering
”) of the Company’s common stock
(“
Common Stock
”) and warrants (the “
Purchaser Warrants
”) to purchase Common Stock. The
term of the Agreement was from March 30, 2017 until the completion of the Offering. As described below, the Offering was
completed on March 30, 2017. Pursuant to the Placement Agency Agreement, Joseph Gunnar received compensation of (i) a
cash fee equal to 7% of the gross proceeds of the Offering received by the Company; (ii) 72,420 warrants to purchase
Common Stock (the “
Placement Agent Warrants
”); and (iii) reimbursement for actual expenses of $50,000. The Placement Agent Warrants have a strike price of $1.96, and are exercisable
from September 30, 2017 through January 9, 2022.
Securities
Purchase Agreement and Registration Rights Agreement
In
connection with the Offering, on March 30, 2017, the Company entered into a Securities Purchase Agreement (the
“
Securities Purchase Agreement
”) and a Registration Rights Agreement (the “
Registration Rights
Agreement
”) with four purchasers (the “
Purchasers
”). Pursuant to the Securities Purchase
Agreement, the Purchasers purchased an aggregate of $2,027,760 of Common Stock and Purchaser Warrants (the “
SPA
Securities
”) at a price of $1.40 per share of Common Stock and Purchaser Warrants to purchase up to fifty
percent of the Common Stock sold in the Offering. The Purchaser Warrants have a strike price of $1.96, and are
exercisable from September 30, 2017 through March 30, 2022. The Securities Purchase Agreement contains customary
representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and
obligations of the parties. Additionally, the Purchasers may participate in a subsequent offering of the Company’s
securities in an aggregate amount of up to 35% of the subsequent offering.
In connection with the Securities Purchase
Agreement, on March 30, 2017, the Company entered into a Registration Rights Agreement (the “
Registration Rights
Agreement
”) with the Purchasers. Pursuant to the Registrations Rights Agreement, the Company shall file with the Securities
and Exchange Commission (the “
SEC
”) a Registration Statement (the “
Registration Statement
”)
covering the resale of all the SPA Securities. The Company must use its best efforts to cause the Registration Statement to be
declared effective by the SEC by April 19, 2017 (or in the event of a full review by the SEC, by May 19, 2017). The Registration
Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the
parties.
The
foregoing description of the terms of the Placement Agency Agreement, Securities Purchase Agreement, Registration Rights Agreement,
Purchaser Warrants, and Placement Agent Warrants does not purport to be complete and is qualified in its entirety by the complete
text of the documents attached as, respectively, Exhibits 10.1, 10.2, 10.3, 4.1, and 4.2 to this current report on Form 8-K.