UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AKERS
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
New
Jersey
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22-2983783
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(State
or other jurisdiction
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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201
Grove Road
Thorofare,
New Jersey USA
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08086
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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Preferred
Stock Purchase Rights
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The
Nasdaq Capital Market
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following box. [X]
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following box. [ ]
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. [ ]
Securities
Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act: None
Item
1. Description of Registrant’s Securities to be Registered.
The
Board of Directors (the “Board”) of Akers Biosciences, Inc., a New Jersey corporation (the “Company”),
declared a dividend of one preferred share purchase right (a “Right”) for each of the Company’s issued and outstanding
shares of common stock, no par value per share (“Common Stock”). The dividend is payable to the stockholders of record
on September 21, 2020 (the “Record Date”). Each Right entitles the registered holder, subject to the terms of the
Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series
E Junior Participating Preferred Stock, no par value with a stated value of $0.001 (the “Preferred Stock”) at $15.00
(the “Purchase Price”), subject to certain adjustments. The description and terms of the Rights are set forth in the
Rights Agreement dated as of September 9, 2020 (the “Rights Agreement”) between the Company and VStock Transfer, LLC,
as Rights Agent (the “Rights Agent”).
The
Rights will not be exercisable until the earlier to occur of (i) the tenth business day following a public announcement or filing
that a person has, or affiliates or associates of such person have, become an “Acquiring Person,” which is defined
as a person, or affiliates or associates of such person, who, at any time after the date of the Rights Agreement, has acquired,
or obtained the right to acquire, Beneficial Ownership of 10% or more of the Company’s outstanding shares of Common Stock,
subject to certain exceptions, or (ii) the tenth business day (or such later date as may be determined by action of the Board
prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement
of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any
person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”). Beneficial Ownership,
as defined in the Rights Agreement, includes certain interests in securities created by derivatives contracts, which are beneficially
owned, directly or indirectly, by a counterparty (or any of such counterparty’s affiliates or associates) under any derivatives
contract to which such person or any of such person’s affiliates or associates is a receiving party (as such terms are defined
in Rights Agreement), subject to certain limitations.
Until
the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates (or, for uncertificated shares of Common
Stock, by the book-entry account that evidences record ownership of such shares) and will be transferred with, and only with,
such Common Stock, and (ii) new Common Stock certificates issued after the Record Date will contain a legend incorporating the
Rights Agreement by reference (for book entry Common Stock, this legend will be contained in the notations in book entry accounts).
Until the earlier of the Distribution Date and the Expiration Date (defined below), the transfer of any shares of Common Stock
outstanding on the Record Date will also constitute the transfer of the Rights associated with such shares of Common Stock. As
soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to
each record holder of the Common Stock as of the close of business on Distribution Date separate rights certificates evidencing
the Rights (“Right Certificates”), and such Right Certificates alone will evidence the Rights. The Company may choose
book entry in lieu of physical certificates, in which case, references to “Rights Certificates” shall be deemed to
mean the uncertificated book entry representing the Rights.
The
Rights, which are not exercisable until the Distribution Date, expire upon the earliest to occur of (i) the close of business
on September 8, 2021; (ii) the time at which the Rights are redeemed or exchanged pursuant to the Rights Agreement; and (iii)
the time at which the Rights are terminated upon the closing of any merger or other acquisition transaction involving the Company
pursuant to a merger or other acquisition agreement that has been approved by the Board prior to any person becoming an Acquiring
Person (the earliest of (i), (ii), and (iii) is referred to as the “Expiration Date”).
Each
share of Preferred Stock will be entitled to a preferential per share dividend rate equal to the greater of (i) $0.001 and (ii)
the sum of (1) 1,000 times the aggregate per share amount of all cash dividends, plus (2) 1,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other than certain dividends or subdivisions of the
outstanding shares of Common Stock. Each Preferred Stock will entitle the holder thereof to a number of votes equal to 1,000 on
all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction
in which shares of Common Stock are exchanged, each Preferred Stock will be entitled to receive 1,000 times the amount received
per one share of Common Stock. Pursuant to the Rights Agreement, the preferential rates noted above may be adjusted in the event
that the Company (i) pays dividends in Common Stock, (ii) subdivides the outstanding Common Stock or (iii) combines outstanding
Common Stock into a smaller number of shares.
The
Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) if the holders of Preferred Stock are granted certain rights, options
or warrants to subscribe for the applicable Preferred Stock or securities convertible into the applicable Preferred Stock at less
than the current market price of the applicable Preferred Stock, or (iii) upon the distribution to holders of Preferred Stock
of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred
Stock) or subscription rights or warrants (other than those referred to in (ii) immediately above). The number of outstanding
Rights and the number of one one-thousandths of a Preferred Stock issuable upon exercise of each Right are also subject to adjustment
in the event of a stock split, reverse stock split, stock dividends and other similar transactions.
With
some exceptions, no adjustment in the purchase price relating to a Right will be required until cumulative adjustments amount
to at least one percent (1%) of the purchase price relating to the Right. No fractional shares of Preferred Stock are required
to be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu
of the issuance of fractional shares, the Company may make an adjustment in cash based on the market price of the Preferred Stock
on the trading date immediately prior to the date of exercise.
In
the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, other securities, cash or other
assets of the Company) having a value equal to two (2) times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void
and any holder of such Rights (including any purported transferee or subsequent holder) will be unable to exercise or transfer
any such Rights. However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until the
Distribution Date.
In
the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired
in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power are sold,
proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise of a
Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its
parent) that at the time of such transaction have a market value of two (2) times the exercise price of the Right.
At
any time before any person or group of affiliated or associated persons becomes an Acquiring Person, the Board may redeem the
Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the “Redemption Price”).
The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole
discretion may establish. Immediately upon the action of the Board electing to redeem or exchange the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
The
Board may, at its option, at any time after the first occurrence of a Flip-in Event (as defined in the Rights Agreement), exchange
all or part of the then outstanding and exercisable Rights for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the
effective date. However, the Board shall not effect such an exchange at any time after any person, together with all affiliates
and associates of such person, becomes an a beneficial owner of 50% or more of the outstanding shares of Common Stock. Immediately
upon the action of the Board to exchange the Rights, the Rights will terminate and the only right of the holders of Rights will
be to receive the number of shares of Common equal to the number of Rights held by such holder multiplied by the exchange ratio.
Until
a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The
Board may amend or supplement the Rights Agreement without the approval of any holders of Rights at any time so long as the Rights
are redeemable. At any time the Rights are no longer redeemable, no such supplement or amendment may (i) adversely affect the
interests of the holders of Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person), (ii)
cause the Rights Agreement to become amendable other than in accordance with Section 27 of the Rights Agreement, or (iii) cause
the Rights again to become redeemable.
The
Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Rights Agreement
herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1.
Item
2. Exhibits.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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AKERS
BIOSCIENCES, INC.
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Date:
September 9, 2020
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/s/
Christopher C. Schreiber
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Christopher
C. Schreiber
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Executive
Chairman and President
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Akers Biosciences (NASDAQ:AKER)
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