Amended Current Report Filing (8-k/a)
September 01 2020 - 4:35PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 27, 2020
AKERS
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
New
Jersey
|
|
001-36268
|
|
22-2983783
|
(State or other jurisdiction
of
|
|
(Commission
|
|
(I.R.S. Employer
|
incorporation or
organization)
|
|
File Number)
|
|
Identification Number)
|
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:
[ ]
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common Stock, no
par value
|
|
AKER
|
|
The NASDAQ Capital
Market
|
Explanatory
Note
This
Current Report on Form 8-K/A (this “Amendment”) amends and restates the Current Report on Form 8-K (the “Original
Report”) filed with the Securities and Exchange Commission on August 28, 2020 solely to fix a typographical error in Item
5.07. Specifically, Item 5.07 has been revised to correct the number of shares that were present in person or represented by proxy
at the Company’s Annual Meeting of Stockholders held on August 27, 2020, that was inadvertently misstated in the Original
Report. There are no other changes to the Original Report.
Item 5.02
|
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Amendment
to the Akers Bioscience, Inc. 2018 Equity Incentive Plan
On
August 27, 2020, Akers Biosciences, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual
Meeting”), which was held virtually. At the Annual Meeting, the stockholders approved an amendment (the “2018 Plan
Amendment”) to the Akers Biosciences, Inc. 2018 Equity Incentive Plan (“2018 Plan”) to increase the number of
shares of common stock available for issuance pursuant to awards under the 2018 Plan by an additional 1,042,000 shares, to a total
of 1,120,125 shares of the Company’s common stock.
Election
of Four Directors
As
previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July
29, 2020 (the “2020 Proxy”), the terms of the Company’s four directors were scheduled to expire at the Annual
Meeting, and each of the four directors were nominated for re-election at the Annual Meeting.
At
the Annual Meeting, Christopher C. Schreiber, Joshua Silverman, Bill J. White and Robert C. Schroeder were elected as directors
of the Company’s board of directors to serve for a term expiring at the Company’s 2021 annual meeting of stockholders.
For
more information about the matters above, see the Company’s 2020 Proxy, the relevant portions of which are incorporated
herein by reference. The description of the 2018 Plan Amendment above and such portions of the 2020 Proxy are qualified in their
entirety by reference to the full text of the 2018 Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 5.07
|
Submission of Matters
to a Vote of Security Holders.
|
At
the Company’s Annual Meeting, a total of 3,625,777 shares of the Company’s common stock and Series D Convertible Preferred
Stock were present in person or represented by proxy. The number of votes cast for and against and the number of abstentions and
broker non-votes with respect to each matter voted upon are set forth below:
|
1)
|
Approval,
pursuant to Nasdaq listing rule 5635(a), of the issuance of shares of our common stock
upon conversion of Series D Preferred Stock in excess of 20% of our common stock outstanding.
|
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
469,032
|
|
85,076
|
|
8,668
|
|
3,063,001
|
|
2)
|
Approval,
pursuant to Nasdaq listing rule 5635(a), of the potential issuance of our common stock
in excess of 20% of our common stock outstanding in connection with milestone shares
that may become issuable in the future.
|
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
473,279
|
|
81,571
|
|
7,926
|
|
3,063,001
|
|
3)
|
To
elect four (4) directors to serve until our 2021 Annual Meeting of Stockholders or until
their successors are elected and qualified or until their earlier incapacity, removal
or resignation.
|
|
|
For
|
|
Against
|
|
Withheld
|
|
Broker Non-Votes
|
Christopher C. Schreiber
|
|
536,982
|
|
N/A
|
|
25,794
|
|
3,063,001
|
Joshua Silverman
|
|
528,738
|
|
N/A
|
|
34,038
|
|
3,063,001
|
Bill J. White
|
|
526,749
|
|
N/A
|
|
36,027
|
|
3,063,001
|
Robert C. Schroeder
|
|
536,016
|
|
N/A
|
|
26,760
|
|
3,063,001
|
|
4)
|
Approval
of the 2018 Plan Amendment to the 2018 Plan to increase the total number of shares of
Common Stock authorized for issuance under such plan by 1,042,000, to a total of 1,120,125
shares.
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
441,294
|
|
82,174
|
|
39,308
|
|
3,063,001
|
|
5)
|
To
ratify the appointment of Morison Cogen LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2020.
|
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
3,491,958
|
|
27,930
|
|
105,889
|
|
0
|
|
6)
|
Approval,
on an advisory basis, of the compensation paid to our named executive officers.
|
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
429,753
|
|
116,734
|
|
16,289
|
|
3,063,001
|
|
7)
|
Approval,
on an advisory basis, of the frequency of future advisory votes on the compensation paid
to our named executive officers.
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstentions
|
|
Broker Non-Votes
|
154,975
|
|
19,455
|
|
337,366
|
|
50,980
|
|
3,063,001
|
Exhibit
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.
|
AKERS BIOSCIENCES, INC.
|
|
|
Dated:
September 1, 2020
|
/s/
Christopher C. Schreiber
|
|
Christopher C. Schreiber
|
|
Executive Chairman of the Board of Directors
and Director
|
Akers Biosciences (NASDAQ:AKER)
Historical Stock Chart
From Mar 2024 to Apr 2024
Akers Biosciences (NASDAQ:AKER)
Historical Stock Chart
From Apr 2023 to Apr 2024