SECURITIES AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): November 1,
name of registrant as specified in its charter)
or other jurisdiction of
New Jersey USA 08086
of principal executive offices, including zip code)
telephone number, including area code)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
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).
growth company [X]
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.
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
Stock, no par value
NASDAQ Capital Market
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Howard R. Yeaton
On November 1, 2019, the board of directors (the “Board”) of the
Company provided Mr. Howard R. Yeaton with sixty (60) days’ notice
of its intent to terminate him from each of his officer positions
as Chief Executive Officer and interim Chief Financial Officer of
the Company; pursuant to the employment agreement between the
Company and Mr. Howard R. Yeaton, dated October 5, 2018. It is the
Board of Director’s intention to negotiate an arrangement with Mr.
Yeaton whereby he will continue to serve past such sixty (60) day
period in the role of interim Chief Financial Officer. There is no
assurance that the Company will be able to reach such an agreement
with Mr. Yeaton. There were no disagreements between the Company
and Mr. Yeaton on any matters relating to the Company’s operations,
policies or practices.
of Christopher C. Schreiber
On November 1, 2019, the Board appointed Christopher C. Schreiber,
a current director of the Company, as Executive Chairman of the
Board of the Company, effective immediately. As Executive Chairman
of the Board, Mr. Schreiber will have the responsibilities of the
Principal Executive Officer of the Company.
Mr. Schreiber is no longer “independent” within the meaning of the
Nasdaq Stock Market Rules and under Rule 10A-3(b)(1)(i) of the
Securities Exchange Act of 1934 and is no longer a “non-employee
director” under Rule 16b-3 of the Securities Exchange Act of 1934.
As such, on November 1, 2019, Mr. Schreiber resigned from the
Company’s Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee. In order to fill the vacancy
occasioned by the resignation of Mr. Schreiber as the Chairman of
the Compensation Committee, Mr. Joshua Silverman, a current
director and member of the Compensation Committee, was appointed as
the Chairman of the Compensation Committee.
more information regarding Christopher C. Schreiber, including his
biography, please refer to the Company’s Annual Report on Form 10-K
filed with the SEC on April 1, 2019.
is no arrangement or understanding between Mr. Schreiber and any
other person pursuant to which he was selected as the Executive
Chairman of the Board. Additionally, there are no family
relationships between any director or executive officer of the
Company and Mr. Schreiber. There are no transactions to which the
Company is or was a participant and in which Mr. Schreiber has a
material interest subject to disclosure under Item 404(a) of
Regulation S-K. Mr. Schreiber is not currently a party to any
material plan or arrangement in connection with his appointment as
Executive Chairman of the Board.
Appointment of Robert C.
On November 1, 2019, the Board appointed Robert C. Schroeder to
serve as a member of the Board and a member of the Company’s Audit
Committee. Mr. Schroeder will serve as a director of the Company
until he is up for election at the 2019 annual meeting of
is no arrangement or understanding between Mr. Schroeder and any
other persons pursuant to Mr. Schroeder appointment as director,
and there are no related party transactions involving Mr. Schroeder
that are reportable under Item 404(a) of Regulation S-K. There are
no material plans, contracts or arrangements to which Mr. Schroeder
is a party to or in which they participate nor have there been any
material amendment to any plan, contract or arrangement by virtue
of Mr. Schroeder’s appointment.
following is certain biographical information regarding Mr.
Robert C. Schroeder, 53, was appointed to the Board on November 1,
2019. Mr. Schroeder is currently the Vice President of Investment
Banking at Taglich Brothers, a brokerage firm, and specializes in
advisory services and capital raising for small public and private
companies. Prior to his time at Taglich Brothers, Mr. Schroeder
served as a Senior Equity Analyst publishing sell-side research on
publicly traded companies and served in various other positions in
the brokerage and public accounting industry. Mr. Schroeder
currently serves on the board of directors of publicly traded
Intellinetics, Inc., a document solutions software development,
sales and marketing company, Air Industries Group (NYSE:AIRI), a
manufacturer of aerospace parts and assemblies, and Decisionpoint
Systems, Inc., a leading provider and integrator of Enterprise
Mobility, Wireless Applications and RFID solutions. Mr. Schroeder
received a B.S. degree in accounting and economics from New York
University. The Board believes Mr. Schroeder is well qualified to
serve on the Board due to his leadership skills, capital markets
expertise, and extensive experience as a director of the board for
other public companies.
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.
November 1, 2019
Christopher C. Schreiber
||Executive Chairman of the Board and
Akers Biosciences (NASDAQ:AKER)
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