UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary
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Definitive
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[X]
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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Akers
Biosciences, Inc.
(Name of Registrant as Specified in Its Charter)
(Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Dear
Shareholder,
You
recently received proxy materials in connection with the annual meeting of shareholders of Akers Biosciences, Inc. (“Akers
Bio” or the “Company”) to be held on December 7, 2018.
We
understand shareholders have questions. We want to take this opportunity to address some of those questions and to clarify the
current initiatives underway for the Company and the proposals we are asking shareholders to approve.
Maximizing
Shareholder Value
On
November 7, 2018 the Company announced that the Board of Directors has initiated a process to evaluate strategic alternatives
to maximize shareholder value. This process is considering a range of potential strategic alternatives including, but not limited
to, business combinations; while simultaneously supporting the Company’s management and employees in the execution of the
Company’s current business activities.
We
recently confirmed that this process will consider a range of potential strategic alternatives including, but not limited to,
business combinations in alternative sectors including cannabis related industries, in which we believe opportunities exist for
significant value creation. Members of the Company’s Board have recently met with a number of companies in cannabis related
industries at the MJBizCon conference in Las Vegas, Nevada. Furthermore, the Company has engaged the firm of Feuerstein Kulick
LLP, one of the preeminent law firms for companies operating in the legal cannabis space, as a legal advisor as the Board continues
its evaluation of opportunities within the cannabis space.
There
can be no assurance that the exploration of strategic alternatives will result in any transaction or other alternative.
New
Leadership
On
October 8, 2018, Howard R. Yeaton was appointed to the position of Chief Executive Officer. Mr. Yeaton’s role of Chief Executive
Officer is not a board position although he is working very closely with the Board of Directors and reports to them. Mr. Yeaton
brings accounting and transaction experience with respect to emerging public companies. He has over 30 years of senior financial
and strategic business experience and has served as a consultant to the Company since April, 2018.
Over
the last year, the Board of Directors has changed significantly. John J. Gormally resigned both as Chief Executive Officer and
as a member of the Board of Directors of the Company on October 8, 2018. In addition, two other board members, Raymond F. Akers,
Jr. and Richard C. Tarbox III resigned from the Board of Directors in 2018.
The
new leadership of the Company is highly focused on delivering on its objective to maximize shareholder value for the Company’s
shareholders.
Why
did the Company do the Reverse Stock Split?
On
November 28, 2017, the Company received a notice from Nasdaq that it was not in compliance with the minimum bid price requirement
of $1.00 for its common stock.
In
order to get the share price above the minimum $1.00 per share requirement and maintain its listing on Nasdaq, the Company announced
on November 7, 2018 that it was effecting a reverse stock split of its issued and outstanding common stock at a ratio of one (1)
share of common stock for every eight (8) shares of common stock on November 8, 2018.
The
reverse stock split uniformly affected all shareholders, including the shares held by management.
Historically
the Company’s cash generated from operations has not been sufficient to meet its expenses. The Company has financed its
operations principally through the raising of equity capital through its listing on Nasdaq, debt and through trade credit with
vendors. The Company’s ability to continue operations and to pay its obligations when they become due is contingent upon
obtaining additional financing.
Our
ability to grow and compete in the future would be adversely affected if adequate capital is not available to the Company or not
available on terms favorable to the Company. In order to take advantage of more favorable terms when raising capital, it is imperative
the Company maintain its listing on Nasdaq. We believe that the reverse stock split was therefore an essential step towards enabling
the Company to maximize its future potential.
Why
Should Shareholders Vote in Favor of the 2013 Plan?
On
June 11, 2018, the Company received a letter from Nasdaq notifying the Company that it had been determined by Nasdaq that the
Company violated the requirement that shareholder approval must be obtained prior to the issuance of securities when a stock option
or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended,
pursuant to which stock may be acquired by officers, directors, employees or consultants.
This
violation occurred because, prior to the Company’s initial public offering in 2014, the Board of Directors then in place
approved the 2013 Incentive Stock and Award Plan. Nasdaq has concluded the 2013 Plan was materially amended on two occasions after
the Company’s public offering without obtaining the required shareholder approval.
These amendments occurred prior to
the current management team and Board of Directors being in place.
During
the first quarter of 2018, the Company promptly notified Nasdaq when it became aware of its potential non-compliance with Nasdaq
listing rules. On June 25, 2018, the Company submitted a plan to Nasdaq to fix the issue by including a proposal for shareholders
to ratify the amendments to the 2013 plan in the proxy statement for the 2018 annual meeting of shareholders. The Company also
agreed to suspend the trading of every share granted upon the exercise of any share granted following the amendments and to prevent
the exercise of any options granted under the 2013 plan until shareholders ratify the amendments at the 2018 annual meeting.
The
approval of this proposal will bring the Company back into compliance with the listing rules and allow the Company’s shares
to remain listed on Nasdaq, which we believe is essential to maximizing the Company’s future potential.
Why
Should Shareholders Vote in Favor of the 2018 Plan?
The
Board of Directors has unanimously approved and adopted the Akers Biosciences, Inc. 2018 Equity Incentive Plan (the “2018
Plan”), and the board has unanimously approved and recommended that stockholders approve and adopt the 2018 Plan.
Reasons
for the Plan
The
Company adopted the 2018 Plan to enable the Company and its affiliated companies to:
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recruit
and retain highly qualified employees, directors and consultants to develop the Company and help it to maximize shareholder
value;
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offer
them a stake in the Company’s success and therefore greater alignment with shareholders; and
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encourage
ownership of the Company’s stock by such individuals.
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In
order for the Company to attract and retain highly qualified key individuals we believe that it is essential that the Company
has the ability, through the 2018 Plan, to incentivize them and to align their interests with shareholders in maximizing the value
of the Company.
Why
Did the Company Execute a Capital Raise In Early November?
The
Board of Directors and officers of the Company are committed to identifying the best pathway to maximizing value for our shareholders.
An offering of common stock and warrants for gross proceeds of $2 million last month has boosted the Company
’
s balance
sheet, and we believe this helps to place the Company in a strong position to evaluate strategic alternatives to maximize shareholder
value. I look forward to reporting further on this process when appropriate.
Sincerely,
Howard
Yeaton
Chief
Executive Officer
THE
BOARD OF DIRECTORS FULLY RECOMMENDS A “FOR” VOTE ON ALL FIVE PROPOSALS
Vote
Required for Election of Directors (Proposal No. 1).
Our Certificate of Incorporation, as amended, does not authorize cumulative
voting. New Jersey law provides that directors are to be elected by a plurality of the votes of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three (3) candidates
receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted
in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at the
Annual Meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld
authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.
Vote
Required to Approve Akers Biosciences, Inc. 2018 Equity Incentive Plan (Proposal No. 2
).
The
proposal to approve the
Akers Biosciences, Inc. 2018 Equity Incentive Plan
as described
elsewhere in this Notice and Proxy Statement requires the affirmative vote of a majority of the votes cast, in person or by proxy,
at the Meeting by the holders of shares of common stock entitled to vote. Abstentions and broker non-votes will have no direct
effect on the outcome of this proposal.
Vote
Required to Ratify the Amendments to the Akers Biosciences, Inc. 2013 Equity Incentive Plan (Proposal No. 3)
.
The
proposal to ratify the amendments to the
Akers Biosciences, Inc. 2013 Equity Incentive Plan
as
described elsewhere in this Notice and Proxy Statement requires the affirmative vote of a majority of the votes cast, in person
or by proxy, at the Meeting by the holders of shares of common stock entitled to vote. Abstentions and broker non-votes will have
no direct effect on the outcome of this proposal.
Vote
Required for the Advisory Resolution on Executive Compensation Proposal (Proposal No. 4)
.
An
affirmative vote of a majority of the votes cast, in person or by proxy, at the Meeting by the holders of shares of Common Stock
entitled to vote is required to approve the non-binding, advisory resolution on our executive compensation. Abstentions and broker
non-votes will have no direct effect on the outcome of this proposal.
Vote
Required for Ratification of Auditors (Proposal No. 5).
The affirmative vote of a majority of the votes cast, in person or
by proxy, at the Meeting by the holders of shares of Common Stock entitled to vote is required to ratify Morison Cogen LLP as
our independent registered public accounting firm for the year ending December 31, 2018. Abstentions and broker non-votes will
have no direct effect on the outcome of this proposal.
Regardless
of the number of shares you own, it is important that they be represented at the annual shareholders meeting. Your vote matters
to us and we need your support in order to deliver on our goals of maximizing value for you.
YOUR
PARTICIPATION IS IMPORTANT - PLEASE VOTE TODAY!
If
you have any questions relating to the shareholders meeting, voting your shares, or need to request additional proxy materials,
you may call our proxy solicitation advisors Advantage Proxy toll-free at
1-877-870-8565
between the hours of 9:00
a.m. and 9:00 p.m. Eastern Time, Monday through Friday.
We
appreciate your support.
IF
YOU HAVE RECENTLY MAILED YOUR PROXY OR CAST YOUR VOTE BY PHONE OR OVER THE
INTERNET,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST
IF
YOUR SHARES ARE HELD IN A BROKERAGE ACCOUNT YOU SHOULD KNOW THAT
YOUR
BROKER WILL NOT VOTE YOUR SHARES IF THEY DON’T RECEIVE INSTRUCTIONS FROM YOU. PLEASE VOTE YOUR SHARES NOW SO YOUR VOTE CAN
BE COUNTED WITHOUT DELAY
Akers
Biosciences Exploring Potential Business Combinations in Alternative Sectors Including Cannabis Industry
THOROFARE,
N.J., Nov. 19, 2018 (GLOBE NEWSWIRE) – Akers Biosciences, Inc. (NASDAQ: AKER) (AIM: AKR.L), (“Akers Bio” or
the “Company”), a developer of rapid health information technologies, is pleased to provide an update on the process
announced on November 7, 2018 to evaluate strategic alternatives to maximize shareholder value.
The
Company can now confirm that this process will consider a range of potential strategic alternatives including, but not limited
to, business combinations in alternative sectors including cannabis related industries. Members of the Company’s board have
recently met with a number of companies in cannabis related industries at the MJBizCon conference in Las Vegas, Nevada. Furthermore,
the Company has engaged the firm of Feuerstein Kulick LLP as a legal advisor as the board continues its evaluation of opportunities
within the cannabis space.
There
can be no assurance that the exploration of strategic alternatives will result in any transaction or other alternative.
Howard
R. Yeaton, Chief Executive Officer, commented:
“The
Board of Directors and management of the Company are considering a number of exciting opportunities for business combinations
including within the cannabis industry in which we believe opportunities exist for significant value creation. At the same time,
we remain focused on our current business operations and customers and look forward to reporting further developments when appropriate.”
About
Akers Biosciences, Inc.
Akers
Bio develops, manufactures, and supplies rapid screening and testing products designed to deliver quicker and more cost-effective
healthcare information to healthcare providers and consumers. The Company has advanced the science of diagnostics while responding
to major shifts in healthcare through the development of several proprietary platform technologies. The Company’s state-of-the-art
rapid diagnostic assays can be performed virtually anywhere in minutes when time is of the essence. The Company has aligned with
major healthcare companies and high volume medical product distributors to maximize product offerings, and to be a major worldwide
competitor in diagnostics.
Additional
information on the Company and its products can be found at www.akersbio.com.
Cautionary
Note Regarding Forward-Looking Statements
Statements
contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect
the Company’s expectations about its future operating results, performance and opportunities that involve substantial risks
and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, compliance
with the requirements of various regulatory agencies and certain NASDAQ Stock Market listing rules, objectives, projections, expectations
and intentions and other statements identified by words such as “projects,” “may,” “will,”
“could,” “would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “potential” or similar expressions, as they relate
to the Company, its subsidiaries, or its management. These statements are based upon the current beliefs and expectations of the
Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s
filings with the Securities and Exchange Commission. Actual results, performance, prospects, and opportunities to may differ materially
from those set forth in, or implied by, the forward-looking statements. These forward-looking statements involve certain risks
and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).
The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Inquiries:
Akers
Biosciences, Inc.
Howard
R. Yeaton, Chief Executive Officer and Interim Chief Financial Officer
Tel.
+1 856 848 8698
Vigo
Communications (Global Public Relations)
Ben
Simons / Fiona Henson
Tel.
+44 (0)20 7390 0234
Email:
akers@vigocomms.com
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