Current Report Filing (8-k)
January 31 2020 - 5:05PM
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): January 31, 2020
AKERS
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
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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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[ ]
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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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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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
November 1, 2019, the board of directors (the “Board”) of Akers Biosciences, Inc. (the “Company”) appointed
Christopher C. Schreiber, a director of the Company (“Schreiber”), as Executive Chairman of the Board of the Company.
On January 24, 2020 (i) the compensation committee of the Board independently reviewed and approved entering into an executive
chairman agreement with Schreiber (the “Executive Chairman Agreement”) and (ii) pursuant to such approval, the Company
and Schreiber entered into the Executive Chairman Agreement.
Pursuant
to the Executive Chairman Agreement, Mr. Schreiber shall continue to serve as the Executive Chairman of the Board as long as he
is a member of the Board, or until termination of the Executive Chairman Agreement (as described below) or upon his earlier death,
incapacity, removal, or resignation.
Pursuant
to the Executive Chairman Agreement, Schreiber is entitled to receive: (i) an annual base salary of $300,000, payable
monthly in equal installments, paid retroactively as of November 1, 2019 (it being agreed that such fee shall be
inclusive of any fees associated with Schreiber’s services as both a director of the Company and in the capacity of
Executive Chairman), (ii) employee benefits including, health insurance, dental insurance, basic life and accidental death
and dismemberment insurance, long and short term disability insurance and participation in the Company’s 401(k) Plan,
(iii) annual or other bonuses in cash and/or in securities of the Company and/or otherwise, which bonuses, if any, shall be
awarded in the complete discretion of the Board or a designated committee thereof and (iv) reimbursements for pre-approved
reasonable business-related expenses incurred in good faith in the performance of the Schreiber’s duties for the
Company.
The
Executive Chairman Agreement establishes an “at will” employment relationship pursuant to which Schreiber serves
as Executive Chairman. The Company may terminate the Executive Chairman Agreement for any reason or no reason, and Schreiber may
voluntarily resign for any reason or no reason with sixty (60) days’ notice.
The
Executive Chairman Agreement also provides that Schreiber may not compete against the Company or solicit employees or customers
from the Company for a period of one (1) year after termination of the Executive Chairman Agreement or his association with the
Company for any reason.
The
foregoing description of the Executive Chairman Agreement is a summary and is qualified in its entirety by reference to the Executive
Chairman Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
(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:
January 31, 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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