Current Report Filing (8-k)
December 26 2017 - 4:06PM
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):
December 19, 2017
AKERS
BIOSCIENCES, INC.
(Exact
name of Company 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
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201
Grove Road
Thorofare,
NJ 08086
(Address
of principal executive offices)
(856)
848-2116
(Registrant’s
Telephone Number)
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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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 19, 2017, Akers Biosciences, Inc. (the “Company”) filed a Certificate of Amendment
to its Certificate of Incorporation with the State of New Jersey Department of Treasury, Division of Revenue & Enterprise Service
(the “Certificate of Amendment”), establishing the rights, preferences, privileges, qualifications, restrictions, and
limitations relating to its Series B Convertible Preferred Stock, no par value per share. The Certificate of Amendment became effective
with the State of New Jersey upon filing.
A
copy of the Certificate of Amendment is included as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item
8.01 Other Events.
On
December 21, 2017, the Company closed on its previously announced public offering of securities (the “Offering”) consisting
of: (i) Class A Units consisting of 21,500,000 shares of our Common Stock and Warrants to purchase 21,500,000 shares of Common
Stock, at a public offering price of $0.15 per Class A Unit, and (ii) Class B Units consisting of 3,675 shares of our Series B
Convertible Preferred Stock, with a stated value of $1,000, and convertible into an aggregate of 24,500,000 shares of Common Stock,
and Warrants to purchase 24,500,001 shares of Common Stock, at public offering price of $1,000 per Class B Unit. The Warrants
have an exercise price of $0.1875, will be exercisable upon issuance and will expire five years from the date of issuance.
The
Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File No. 333- 221746), which was declared effective
by the Securities and Exchange Commission on December 18, 2017. Joseph Gunnar & Co., LLC, the underwriter for the Offering,
fully exercised its over-allotment option.
On
December 21, 2017, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
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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Date:
December 26, 2017
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By:
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/s/
John J. Gormally
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John
J. Gormally
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Chief
Executive Officer
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