CUSIP No. 00973E102
|
13G
|
Page
2
of 9 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Empery
Asset Master, Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
913,257
shares of Common Stock
1,973,333
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
3,993,160
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
913,257
shares of Common Stock
1,973,333
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
3,993,160
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
913,257
shares of Common Stock
1,973,333
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
3,993,160
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%
(See Item 4)*
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
* As more fully
described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants are subject to a 4.99% blocker,
and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise
of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially
owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 00973E102
|
13G
|
Page
3
of 9 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Empery Tax Efficient II, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
1,252,011
shares of Common Stock
2,693,333
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
5,410,276
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
1,252,011
shares of Common Stock
2,693,333
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
5,410,276
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,011
shares of Common Stock
2,693,333
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
5,410,276
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
(See Item 4)*
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
*
As more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of
securities reported in rows (6), (8) and (9).
CUSIP No. 00973E102
|
13G
|
Page
4
of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Empery Asset Management, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
2,491,591 shares of Common Stock
5,366,667 shares of Common Stock issuable upon conversion
of Preferred Stock (See Item 4)*
10,836,667 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
2,491,591 shares of Common Stock
5,366,667 shares of Common Stock issuable upon conversion
of Preferred Stock (See Item 4)*
10,836,667 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,491,591 shares of Common Stock
5,366,667 shares of Common Stock issuable upon conversion
of Preferred Stock (See Item 4)*
10,836,667 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
* As more fully described in Item 4, the shares of Preferred Stock
are subject to a 9.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives
effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the
number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not
give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 00973E102
|
13G
|
Page
5
of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
Ryan M. Lane
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
2,491,591 shares of Common Stock
5,366,667 shares of Common Stock issuable upon conversion
of Preferred Stock (See Item 4)*
10,836,667 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
2,491,591 shares of Common Stock
5,366,667 shares of Common Stock issuable upon conversion
of Preferred Stock (See Item 4)*
10,836,667 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,491,591 shares of Common Stock
5,366,667 shares of Common Stock issuable upon conversion
of Preferred Stock (See Item 4)*
10,836,667 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
* As more fully described in Item 4, the shares of Preferred Stock are subject
to a 9.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such
blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares
of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to
such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving
effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 00973E102
|
13G
|
Page
6
of 9 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Martin D.
Hoe
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
2,491,591
shares of Common Stock
5,366,667
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
10,836,667
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
2,491,591
shares of Common Stock
5,366,667
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
10,836,667
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,491,591
shares of Common Stock
5,366,667
shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*
10,836,667
shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
(See Item 4)*
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
*
As more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of
securities reported in rows (6), (8) and (9).
CUSIP No. 00973E102
|
13G
|
Page
7
of 9 Pages
|
This
Amendment No. 1 (this
Amendment
) amends the statement on Schedule
13G filed on April 7, 2017 (the
Original Schedule 13G
, as amended,
the
Schedule 13G
), with respect to shares of
Common
Stock, without par value (the
Common Stock
), of Akers Biosciences,
Inc. (the
Company
). Capitalized terms used herein and not otherwise
defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment
amends and restates Items 2(a) and 4 in their entirety as set forth below.
Item 2
(a).
|
NAME OF PERSON
FILING:
|
|
This
statement is filed by the entities and persons listed below, who are collectively referred to herein
as
Reporting Persons
, with respect to the shares of Common Stock (as defined in
Item 2(d) below) of the Company:
Empery Funds
(i)
Empery Asset Master Ltd., to which the Investment Manager (as defined below) serves as investment
manager, with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported Preferred
Stock and Reported Warrants (each as defined below) held by, it (the "
EAM Fund"
).
(ii)
Empery Tax Efficient II, LP, to which the Investment Manager (as defined below) serves as
investment manager, with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported
Preferred Stock and Reported Warrants (each as defined below) held by, it (the "
ETE II Fund"
).
Investment
Manager
(iii) Empery
Asset Management, LP (the "
Investment Manager
"), with respect to the shares of Common Stock held by, and underlying
the Common Stock held by, and the Reported Preferred Stock and Reported Warrants (each as defined below) held by, the EAM Fund,
the ETE II Fund and the other funds to which the Investment Manager serves as investment manager (the "Empery Funds").
Reporting
Individuals
(iv) Mr. Ryan M. Lane ("
Mr.
Lane
"), with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported
Preferred Stock and Reported Warrants (each as defined below) held by, the Empery Funds.
(v) Mr. Martin D. Hoe ("
Mr. Hoe
"), with respect
to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported Preferred Stock and Reported Warrants
(each as defined below) held by, the Empery Funds.
The Investment
Manager serves as the investment manager to each of the Empery Funds. Each of the Mr. Lane and Mr. Hoe (the
Reporting
Individuals
) is a Managing Member of Empery AM GP, LLC (the
General Partner
), the general
partner of the Investment Manager.
|
CUSIP No. 00973E102
|
13G
|
Page
8
of 9 Pages
|
|
The information as of
the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows
5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 31,420,552
shares of Common Stock issued and outstanding as of December 18, 2017, as represented in the Companys Prospectus
Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on December 20, 2017 and assumes the conversion
of the reported preferred stock (the Reported Preferred Stock) and exercise of the Companys reported
warrants (the Reported Warrants) subject to the Blockers (as defined below).
|
|
Pursuant to the terms
of (i) the certificate of designations containing the terms of the Reported Preferred Stock, the Reporting Persons cannot
convert the Reported Preferred Stock to the extent the Reporting Persons would beneficially own, after any such conversion,
more than 9.99% of the outstanding shares of Common Stock (the
Preferred Stock Blockers
) and (ii) the
Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would
beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the
Warrant
Blockers
and collectively with the Preferred Stock Blockers, the
Blockers
), and the percentage
set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the
date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of
the Reported Preferred Stock or any of the Reported Warrants due to the Blockers.
The Investment Manager,
which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of
Common Stock held by, and underlying the Reported Preferred Stock and the Reported Warrants (subject to the Blockers)
held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment
Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common
Stock held by, and underlying the Reported Preferred Stock and Reported Warrants (subject to the Blockers) held by, the
Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial
ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals
hereby disclaims any beneficial ownership of any such shares of Common Stock.
|
CUSIP No. 00973E102
|
13G
|
Page
9
of 9 Pages
|
SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED:
January 18, 2018
|
|
|
|
|
|
|
EMPERY ASSET MASTER, LTD.
|
|
|
By: EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ryan M. Lane
|
|
|
Name: Ryan M. Lane
|
|
|
Title: Managing Member
|
|
|
|
|
|
EMPERY TAX EFFICIENT II, LP
|
|
|
By: EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ryan M. Lane
|
|
|
Name: Ryan M. Lane
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/
Ryan M. Lane
|
|
|
Name: Ryan M. Lane
|
|
|
Title: Managing Member
|
|
|
|
|
|
/s/
Ryan M. Lane
|
|
|
Ryan M. Lane
|
|
|
|
|
|
/s/
Martin D. Hoe
|
|
|
Martin D. Hoe
|
|