UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
Akers Biosciences, Inc.
(Name
of Issuer)
Common Stock, no par value per share
(Title
of Class of Securities)
00973E409
(CUSIP
Number)
November 17, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 00973E409 | Page 2 of 9 |
1
|
NAMES OF REPORTING PERSONS
Mainfield Enterprises Inc.
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
¨ (b) ¨ |
3 | SEC USE ONLY: | |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,081,081 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
1,081,081 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,081,081 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.80% (See Item 4)
|
12 |
TYPE OF REPORTING PERSON
CO |
SCHEDULE 13G
CUSIP No. 00973E409 | Page 3 of 9 |
1
|
NAMES OF REPORTING PERSONS
Trumano International Inc.
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
3 | SEC USE ONLY: | |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,081,081 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
1,081,081 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,081,081 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.80% (See Item 4)
|
12 |
TYPE OF REPORTING PERSON
CO |
SCHEDULE 13G
CUSIP No. 00973E409 | Page 4 of 9 |
1
|
NAMES OF REPORTING PERSONS
Enright Holding Corp.
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
3 | SEC USE ONLY: | |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,081,081 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
1,081,081 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,081,081 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.80% (See Item 4)
|
12 |
TYPE OF REPORTING PERSON
CO |
SCHEDULE 13G
CUSIP No. 00973E409 | Page 5 of 9 |
1
|
NAMES OF REPORTING PERSONS
Mercury Advisory Limited
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
3 | SEC USE ONLY: | |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,081,081 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
1,081,081 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,081,081 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.80% (See Item 4)
|
12 |
TYPE OF REPORTING PERSON
CO |
SCHEDULE 13G
CUSIP No. 00973E409 | Page 6 of 9 |
1
|
NAMES OF REPORTING PERSONS
Eli Gabso
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
3 | SEC USE ONLY: | |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,081,081 | |
7 |
SOLE DISPOSITIVE POWER
0 | |
8 |
SHARED DISPOSITIVE POWER
1,081,081 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,081,081 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.80% (See Item 4)
|
12 |
TYPE OF REPORTING PERSON
IN |
SCHEDULE 13G
CUSIP No. 00973E409 | Page 7 of 9 |
Item 1. | (a) Name of Issuer: |
Akers Biosciences, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
1185 Avenue of the Americas
3rd Floor
New York, New York 10036
Items 2 | (a) Name of Person Filing: |
(b) Address of Principal Business Office or, if None, Residence:
(c) Citizenship:
This Schedule 13G is being filed on behalf of (i) Mainfield Enterprises Inc. (“Mainfield”), a corporation organized under the laws of the British Virgin Islands, (ii) Trumano International Inc., a corporation organized under the laws of the British Virgin Islands (“Trumano”), (iii) Enright Holding Corp., a corporation organized under the laws of the British Virgin Islands (“Enright”), (iv) Mercury Advisory Limited (UK) (“Mercury”), a corporation organized under the laws of the United Kingdom, and (v) Eli Gabso, a citizen of the United Kingdom (collectively, with Mainfield, Trumano, Enright and Mercury, the “Reporting Persons”).
The principal business address of Mainfield, Trumano and Enright is c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited, Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Tortola VG1110, Tortola, British Virgin Islands.
The principal business address of Mercury and Mr. Gabso is c/o Sage Capital Global Limited, 9th Floor, Berkeley Square House, Berkeley Square, W1J6BR, London, UK.
(d) Title of Class of Securities:
Common stock, no par value per share (the “Common Stock”)
(e) CUSIP Number:
00973E409
Item 3. | Not applicable. |
Item 4. | Ownership: |
(a) and (b)
Following the consummation of the transaction contemplated by the Securities Purchase Agreement (the “SPA”) with the Issuer (which transaction is described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 12, 2020), each of the Reporting Persons may be deemed to have beneficial ownership of 1,081,081 shares of Common Stock, representing 5.8% of the Issuer’s outstanding shares of Common Stock. The number of outstanding shares of Common Stock is based on (1) 8,859,868 shares of Common Stock outstanding as of November 6, 2020 as disclosed by the Issuer pursuant to the SPA, plus (2) 9,765,933 shares of Common Stock issued at the closing of the transaction contemplated by the SPA. The beneficial ownership of the Reporting Persons excludes 1,081,081 shares of Common Stock issuable upon an exercise of a warrant held by Mainfield because the warrant contains a blocker provision under which the holder thereof does not have the right to exercise such warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,162,162 shares of Common Stock. Upon 61 days’ notice, Mainfield has the option to increase or decrease the aforementioned limitation, provided that it may not exceed 9.99%.
SCHEDULE 13G
CUSIP No. 00973E409 | Page 8 of 9 |
The shares of Common Stock reported hereby for the Reporting Persons are held directly by Mainfield, which is wholly-owned by Trumano. Trumano is party to an investment management agreement with Enright. Enright is party to an advisory agreement with Mercury, and Mr. Gabso exercises investment discretion of the shares of Common Stock on behalf of Mercury.
(c) | Number of shares to which such Reporting Persons have: |
(i) | Sole power to vote or to direct the vote: 0 |
(ii) | Shared power to vote or to direct the vote: 1,081,081 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 1,081,081 |
Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Materials filed as Exhibits
Exhibit 99.1 | Joint Filer Agreement |
Exhibit 99.2 | Special Power of Attorney of Mainfield Enterprises Inc. |
Exhibit 99.3 | Special Power of Attorney of Trumano International Inc. |
SCHEDULE 13G
CUSIP No. 00973E409 | Page 9 of 9 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: | February 18, 2021 |
Mainfield Enterprises Inc. | |
** | |
Name: | |
Title: | |
Trumano International Inc. | |
** | |
Name: | |
Title: | |
Enright Holding Corp. | |
/s/ Idan Moskovich | |
Name: Idan Moskovich | |
Title: Director | |
MERCURY ADVISORY LIMITED | |
/s/ Eli Gabso | |
Name: Eli Gabso | |
Title: Director | |
/s/ Eli Gabso | |
Name: Eli Gabso |
** | /s/ Idan Moskovich |
By: Idan Moskovich, as Attorney-in-Fact
This Schedule 13G was executed on behalf of Mainfield Enterprises Inc. and Trumano International Inc. pursuant to a power of attorney issued by each entity. A copy of each power of attorney is included as an exhibit to this Schedule 13G.
Exhibit 99.1
JOINT FILING AGREEMENT
This joint filing agreement (this “Agreement”) is made and entered into as of this 18th day of February 2021, by and among Mainfield Enterprises Inc., Trumano International Inc., Enright Holding Corp., Mercury Advisory Limited (UK) and Eli Gabso.
The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Common Stock, no par value per share, of Aker Biosciences, Inc.is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
Mainfield Enterprises Inc. | |
** | |
Name: | |
Title: | |
Trumano International Inc. | |
** | |
Name: | |
Title: | |
EnrIght Holding Corp. | |
/s/ Idan Moskovich | |
Name: Idan Moskovich | |
Title: Director | |
MERCURY ADVISORY LIMITED | |
/s/ Eli Gabso | |
Name: Eli Gabso | |
Title: Director | |
/s/ Eli Gabso | |
Name: Eli Gabso |
** | /s/ Idan Moskovich |
By: Idan Moskovich, as Attorney-in-Fact
This Joint Filing Agreement was executed on behalf of Mainfield Enterprises Inc. and Trumano International Inc. pursuant to a power of attorney issued by each entity. A copy of each applicable power of attorney is included as an exhibit to the Schedule 13G.
[Signature Page to Joint Filing Agreement]
Exhibit 99.2
Mainfield Enterprises Inc.
Special Power of Attorney
Dated
This 15th day of February 2021
We, Mainfield Enterprises Inc., a Company incorporated in British Virgin Islands under the registration no. 500651 and pursuant to the Laws of the British Virgin Islands, with registered office at Tortola Pier Park Building, Wickhams Cay I , Road Town Tortola , British Virgin Islands (hereinafter called the “Company”), in accordance with a resolution of the board of directors of the company dated the 15th day of February 2021, do hereby constitute and appoint:
Mr. Idan Moskovich
Holder of passport number [Redacted]
As our Attorney-in-Fact (henceforth “the Attorney”) with power and/or authorisation to do and/or to cause to be done in the name and on behalf of the Company as follows:-
1. | To represent the company in all contact with authorities, in any jurisdiction, including all tax authorities, accounting companies, legal authorities and legal institutes. In addition, to sign all relevant documents and declarations, including all forms relevant such as W8BEN. W-9. FATCA, FIRPTA,13G or any similar or related forms. | |
2. | To execute, acknowledge and deliver on behalf of the Company any and all contracts, including deeds of trust, purchase-agreements, options to purchase, options to sell, partnership agreements, joint venture agreements, deeds, leases, assignments of mortgages, extensions of mortgage, subordination agreements and any other instruments or agreements of any kind or nature whatsoever, upon such terms and conditions and for such consideration as such attorneys shall deem necessary or advantageous for the Company. | |
3. | To sell, exchange, give options upon, partition, convey or otherwise dispose of, with or without covenants or warranty of title, any property which the Company may own or in which the Company may have any interest, at public or private sale or otherwise, for cash or other consideration or on credit, and upon such terms and conditions and for such consideration as such attorney shall think advisable. |
4. | To lease any real estate or personal property which the Company may own or in which the Company may have an interest in any part of the world, on such terms as such attorney shall think appropriate and to take any decision on behalf of the Company in relation to the purchase and sale of any land . | |
5. | To ask, demand, sue for, recover and receive all manner of goods, debts, rents, interest, sums of money, and demands whatsoever, due or hereafter to become due and owing or belonging to the Company and to make, give and execute acquaintances, receipts, releases, satisfactions or other discharges for the same, whether under seal or otherwise. | |
6. | To take all steps and remedies necessary and proper for the conduct and management of business affairs of the Company and for the recovery, receiving, obtaining and holding possession of any lands, tenements, rents or real estate, goods and chattels, debts, interest, demands, duties, sum or sums of money or any other things whatsoever, located anywhere, that is, are, or shall be owing, belonging to or payable to the Company. | |
7. | To open bank accounts in the name of the Company with any bank in any part of the world and to execute any bank resolutions which may be required for that purpose and to appoint one or more signatories to that account. | |
8. | To borrow money, sign and deliver in the name of the Company such instalments, and upon such other terms and conditions as such attorney shall deem appropriate. | |
9. | To mortgage, pledge or otherwise encumber any real or personal property in any part of the world which the Company may own or in which the Company may have an interest, to secure loans made to the Company or to third persons. |
2
10. | To represent the company in courts of law arbitration courts as well as at any other governmental bodies with any kind of securities and to perform in this regard any procedural acts including but not limited to submitting claims changing subjects and amount of claims making moves obtaining any documents presenting orders to execution and to perform any other actions which may be required under the circumstances. |
This Power of Attorney, and all powers, authority and discretion contained herein, shall expire in 3 months (3) of the date of execution of this Power of Attorney, unless renewed and extended or revoked by the authorised designated person of the Company.
IN WITNESS WHEREOF THIS POWER OF ATTORNEY has been duly executed in Tortola, BVI , by Arcenio Abdiel Barrios Solis, Director of Mainfield Enterprises Inc., this 15th day of February 2020
Signed as a deed by Arcenio Abdiel Barrios Solis, Director of Mainfield Enterprises Inc. |
/s/ Arcenio Abdiel Barrios Solis |
3
Exhibit 99.3
Trumano International Inc.
Special Power of Attorney
Dated
This 15th day of January 2021
We, Trumano International Inc., a company incorporated in British Virgin Islands under the registration no.308632 and pursuant to the Laws of the British Virgin Islands, with registered office at Tortola Pier Park, Building 1, Tortola, British Virgin Island (hereinafter called the “Company”), in accordance with a resolution of the board of directors of the company dated the 15th day of July 2020, do hereby constitute and appoint:
Mr. Idan Moskovich
Holder of passport number [Redacted]
As our Attorney-in-Fact (henceforth “the Attorney”) with power and/or authorisation to do and/or to cause to be done in the name and on behalf of the Company as follows:-
1. | To execute, acknowledge and deliver on behalf of the Company any and all contracts, including deeds of trust, purchase-agreements, options to purchase, options to sell, partnership agreements, joint venture agreements, deeds, leases, assignments of mortgages, extensions of mortgage, subordination agreements and any other instruments or agreements of any kind or nature whatsoever, upon such terms and conditions and for such consideration as such attorneys shall deem necessary or advantageous for the Company. |
2. | To sell, exchange, give options upon, partition, convey or otherwise dispose of, with or without covenants or warranty of title, any property which the Company may own or in which the Company may have any interest, at public or private sale or otherwise, for cash or other consideration or on credit, and upon such terms and conditions and for such consideration as such attorney shall think advisable. |
3. | To lease any real estate or personal property which the Company may own or in which the Company may have an interest in any part of the world, on such terms as such attorney shall think appropriate and to take any decision on behalf of the Company in relation to the purchase and sale of any land. |
4. | To ask, demand, sue for, recover and receive all manner of goods, debts, rents, interest, sums of money, and demands whatsoever, due or hereafter to become due and owing or belonging to the Company and to make, give and execute acquaintances, receipts, releases, satisfactions or other discharges for the same, whether under seal or otherwise. |
5. | To take all steps and remedies necessary and proper for the conduct and management of business affairs of the Company and for the recovery, receiving, obtaining and holding possession of any lands, tenements, rents or real estate, goods and chattels, debts, interest, demands, duties, sum or sums of money or any other things whatsoever, located anywhere, that is, are, or shall be owing, belonging to or payable to the Company. |
6. | To open bank accounts in the name of the Company with any bank in any part of the world and to execute any bank resolutions which may be required for that purpose and to appoint one or more signatories to that account. |
7. | To borrow money, sign and deliver in the name of the Company such instalments, and upon such other terms and conditions as such attorney shall deem appropriate. |
8. | To mortgage, pledge or otherwise encumber any real or personal property in any part of the world which the Company may own or in which the Company may have an interest, to secure loans made to the Company or to third persons. |
9. | To represent the company in courts of law arbitration courts as well as at any other governmental bodies with any kind of securities and to perform in this regard any procedural acts including but not limited to submitting claims changing subjects and amount of claims making moves obtaining any documents presenting orders to execution and to perform any other actions which may be required under the circumstances. |
2
This Power of Attorney, and all powers, authority and discretion contained herein, shall expire in 3 months (3) of the date of execution of this Power of Attorney, unless renewed and extended or revoked by the authorised designated person of the Company.
IN WITNESS WHEREOF THIS POWER OF ATTORNEY has been duly executed in Tortola, BVI, by ARCENIO ABDIEL BARRIOS SOLIS Director of Trumano International Inc., this 15th day of January 2021
Signed as a deed by ARCENIO ABDIEL BARRIOS SOLIS Director of Trumano International Inc. | /s/ Arcenio Abdiel Barrios Solis | |
3