Current Report Filing (8-k)
May 14 2020 - 1:01PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 14, 2020
AKERS
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
New
Jersey
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001-36268
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22-2983783
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
Number)
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201
Grove Road
Thorofare,
New Jersey USA 08086
(Address
of principal executive offices, including zip code)
(856)
848-8698
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, no par value
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AKER
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The
NASDAQ Capital Market
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Item
1.01 Entry Into a Material Definitive Agreement.
As
we previously reported in our Current Report on From 8-K, dated March 24, 2020, Akers Biosciences, Inc. (the “Company”
or “we”) entered into a Membership Interest Purchase Agreement (the “MIPA”), dated March 23, 2020, with
the members of Cystron Biotech, LLC (the “Sellers”), pursuant to which the Company acquired 100% of the membership
interests of Cystron Biotech, LLC (“Cystron”) from the Sellers. Among other things, the MIPA provided that the Company
shall (A) make an initial payment to the Sellers of up to $1,000,000 upon the Company’s receipt of cumulative gross proceeds
from the consummation of equity offerings after the date of the MIPA of $8,000,000 in the aggregate, and (B) pay to Sellers an
amount in cash equal to 10% of the gross proceeds in excess of $8,000,000 raised from future equity offerings after the date of
the MIPA until the Sellers have received an aggregate additional cash consideration equal to $10,000,000 (collectively, the “Equity
Offering Payments”). On May 14, 2020, the Company and the Sellers entered into Amendment No. 1 to the MIPA, which provided
that any Equity Offering Payments in respect of an equity offering that is consummated prior to September 23, 2020, shall be accrued,
but shall not be due and payable until September 24, 2020. The other provisions of the MIPA remain unmodified and in full force
and effect.
Item
8.01 Other Events.
On
May 14, 2020, the Company issued a press release announcing that Premas Biotech PVT Ltd. (“Premas”), its partner in
the development of a vaccine candidate that is seeking to address the COVID-19 pandemic, has successfully completed its vaccine
prototype.
We
continue to sell our rapid, point-of-care screening and testing products, but at continued reduced volumes compared to prior years.
As a result, we continue to experience low sales revenue from our screening and testing products. We are also experiencing a production
backlog for some of our screening and testing products, which will further reduce our sales revenue. In addition, as we previously
reported, we eliminated our sales force for our screening and testing products. In light of these facts and the progress that
we have made in our partnership with Premas for the development of a vaccine candidate for COVID-19, as previously announced,
we recently initiated a strategic review of the screening and testing products business. As part of this review, we are exploring
potential strategic and alternative transactions, which may include the disposition or winddown of our screening and testing products
business. As a result, the makeup of our lines of business is subject to change.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AKERS
BIOSCIENCES, INC.
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Dated:
May 14, 2020
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/s/
Christopher C. Schreiber
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Christopher
C. Schreiber
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Executive
Chairman of the Board of Directors and Director
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Akers Biosciences (NASDAQ:AKER)
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