Current Report Filing (8-k)
October 19 2018 - 8:46AM
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): October 19, 2018 (October 18, 2018)
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)
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 [X]
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. [ ]
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
October 18, 2018, Richard C. Tarbox III submitted to the board of directors (the “
Board”
) of Akers Biosciences,
Inc., (the “
Company
”) his resignation from his positions as interim Non-Executive Chairman of the Board, as
Secretary of the Company, as a member of the Board
and as a member of each of the committees
of the Board upon which he serves
, effective immediately. Mr. Tarbox’s resignation was voluntary and as a result
of his other business commitments, and not a result of any disagreement with the Company or its executive officers on any matter
relating to the Company’s operations, policies or practices.
On
October 19, 2018, as a result of Mr. Tarbox’s resignation from the Board and its committees the Board appointed Joshua Silverman
to its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, having determined that he satisfies
all applicable requirements to serve on such committees, including without limitation the applicable requirements of NASDAQ.
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Following
Mr. Tarbox’s resignation as interim Non-Executive Chairman of the Board to facilitate the election of its permanent Chairman
the Company has approved an amendment (the "
Amendment
") to the Company’s Amended and Restated Bylaws, as
amended (the "
By-laws
"), to provide that the Board of Directors may elect an Executive Chairman of the Board,
a Non-Executive Chairman of the Board, and a Lead Independent Director of the Board, from among its members.
The
foregoing descriptions of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the
Amendment, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
Item
9.01
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Financial Statements and Exhibits.
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(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:
October 19, 2018
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By:
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/s/
Howard R. Yeaton
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Howard
R. Yeaton
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Chief
Executive Officer
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