As
filed with the Securities and Exchange Commission on December 15, 2017
Registration
No. 333-221746
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AKERS
BIOSCIENCES, INC.
(Exact
Name of Registrant as Specified in its Charter)
New
Jersey |
|
2835 |
|
22-2983783 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification No.) |
201
Grove Road
Thorofare, New Jersey USA 08086
(856) 848-8698
(Address,
including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
John
J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey USA 08086
(856) 848-8698
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copy
to:
Joseph
M. Lucosky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, NJ 08830
(732) 395-4400 |
Anthony
J. Marsico, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
666 Third Avenue
New York, NY 10017
(212) 935-3000 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
| Large
Accelerated Filer ☐ |
Accelerated
Filer ☐ |
| Non-Accelerated
Filer ☐ |
Smaller
Reporting Company ☒ |
| |
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY
NOTE
Akers
Biosciences, Inc. has prepared this Amendment No. 4 to the Registration Statement (the “Registration Statement”) on
Form S-1 (File No. 333-221746) solely for the purpose of filing an updated Exhibit 5.1 to the Registration Statement. This Amendment
No. 4 does not modify any provision of the prospectus that forms a part of the Registration Statement and accordingly such prospectus
has not been included herein.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the Registrant
in connection with the issuance and distribution of the common stock and warrants being registered. All amounts other than the
SEC registration fees and FINRA fees are estimates.
| SEC Registration Fees | |
$ | 1,979.55 | |
| FINRA Fees | |
$ | 1,591.25 | |
| Printing and Engraving Expenses | |
$ | 20,000 | |
| Legal Fees and Expenses | |
$ | 59,500 | |
| Accounting Fees and Expenses | |
$ | 25,000 | |
| Transfer Agent Fees | |
$ | 10,000 | |
| Miscellaneous | |
$ | 20,000 | |
| Total | |
$ | 138,070.80 | |
Item
14. Indemnification of Directors and Officers
Section
14A:2-7(3) of the New Jersey Business Corporation Act permits a corporation to provide in its certificate of incorporation that
a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation
or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (a) in breach of such
person’s duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation
of law or (c) resulting in receipt by such person of an improper personal benefit. Akers Biosciences, Inc.’s certificate
of incorporation provides for such limitation of liability.
Section
14A:3-5 of the New Jersey Business Corporation Act empowers a corporation to indemnify any current or former director or officer
made a party to a proceeding because he or she is or was a director or officer against liability incurred in the proceeding; provided
that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his
conduct was unlawful.
Akers
Biosciences, Inc.’s certificate of incorporation provides that the corporation must indemnify its directors and officers
to the fullest extent authorized by law. Akers Biosciences, Inc. is also expressly required to advance certain expenses to its
directors and officers. Akers Biosciences, Inc. believes that these indemnification provisions are useful to attract and retain
qualified directors and executive officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
15. Recent Sales of Unregistered Securities
The
following sets forth information regarding all unregistered securities issued for the last three years and through November 20,
2017.
On
October 17, 2017, pursuant to the Plan, the Board issued (i) John J. Gormally, the Company’s CEO, 150,000 shares of Restricted
Stock, (ii) Gary Rauch, the Company’s CFO, 36,277 shares of Restricted Stock, (iii) 58,043 shares of Restricted Stock to
a current employee of the Company and (iv) 50,787 shares of Restricted Stock to a former employee of the Company, for a total
of 295,107 shares of Restricted stock. These issuances are compensation for work performed prior to October 17, 2017.
In
connection with the Warrant Exercise Agreements executed on or about October 12, 2017, the Company issued warrants to each Exercising
Holder (as defined in the warrant Exercise Agreement) for the number of shares of Common Stock equal to one hundred percent of
the number of exercised shares purchased by such Exercising Holder (the “Warrant Shares”), with an exercise price
of $1.26 per share (each, an “Additional Warrant”, and collectively, the “Additional Warrants”). The Additional
Warrants are substantially identical to the Original Warrants, except that the exercise price of the Additional Warrant is $1.26
and such warrant is not exercisable for six months after issuance.
On
March 30, 2017, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Joseph
Gunnar & Co., LLC (“Joseph Gunnar”), pursuant to which Joseph Gunnar was to act as placement agent in connection
with the private placement (the “Offering”) of Common Stock and warrants to purchase Common Stock. The term of the
Agreement was from March 30, 2017 until the completion of the Offering. As described below, the Offering was completed on March
30, 2017. Pursuant to the Placement Agency Agreement, Joseph Gunnar received compensation of (i) a cash fee equal to 7% of the
gross proceeds of the Offering received by the Company; (ii) 72,420 warrants to purchase Common Stock (the “Placement Agent
Warrants”); and (iii) reimbursement for actual expenses of $50,000. The Placement Agent Warrants have a strike price of
$1.96, and are exercisable from September 30, 2017 through January 9, 2022.
In
connection with the Offering, on March 30, 2017, the Company entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with four purchasers
(the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Purchasers purchased an aggregate of $2,027,760
of Common Stock and Purchaser Warrants (the “SPA Securities”) at a price of $1.40 per share of Common Stock and Purchaser
Warrants to purchase up to fifty percent of the Common Stock sold in the Offering. The Purchaser Warrants have a strike price
of $1.96, and are exercisable from September 30, 2017 through March 30, 2022. The Securities Purchase Agreement contains customary
representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations
of the parties. Additionally, the Purchasers may participate in a subsequent offering of the Company’s securities in an
aggregate amount of up to 35% of the subsequent offering.
During
the twelve-month period ended December 31, 2016, the Company issued 27,500 restricted shares to one employee. This issuance was
made pursuant to the Akers Biosciences, Inc. 2013 Equity Incentive Plan.
During
the twelve-month period ended December 31, 2015, The Company issued 470,208 restricted shares to eight directors, officers and
employees. The issuances were made pursuant to the Akers Biosciences, Inc. 2013 Equity Incentive Plan.
The
issuance of the securities whose information is set forth in this Item 15 were not registered under the Securities Act but qualified
for exemption under Section 4(a)(2) of the Securities Act on its own or because the issuance of such securities by the Company
complied with Regulation D (Rule 506(b)).
Item 16. Exhibits and Financial Statement
Schedules.
The exhibits listed in
the accompanying Exhibit Index are filed or incorporated by reference as part of this registration statement.
ITEM
17. Undertakings.
The
undersigned registrant hereby undertakes that:
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement: |
| (i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement; |
| (iii) | To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in
the registration statement; |
| (2) | That
for the purpose of determining any liability under the Securities Act of 1933 each such
post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering. |
| (4) | That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use. |
| (5) | That,
for the purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities: |
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
| (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424; |
| (ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant; |
| (iii) | The
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and |
| (iv) | Any
other communication that is an offer in the offering made by the undersigned registrant
to the purchaser. |
| (6) | The
undersigned Registrant hereby undertakes to provide to the underwriters at the closing
specified in the underwriting agreement certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to each purchaser. |
| (7) | Insofar
as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the provisions
described in Item 14 above, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue. |
| (8) | The
undersigned Registrant hereby undertakes: |
| (i) | For
purposes of determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective. |
| (ii) | For
the purpose of determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (iii) | For
purposes of determining any liability under the Securities Act, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City of Thorofare, State of New Jersey, on December
15, 2017.
| |
Akers
Biosciences, Inc. |
| |
|
|
| |
By: |
/s/
John J. Gormally |
| |
|
John
J. Gormally |
| |
|
Chief
Executive Officer
(Principal Executive Officer) |
| |
|
|
| |
By: |
/s/
Gary M. Rauch |
| |
|
Gary
M. Rauch |
| |
|
Vice
President, Finance and Treasurer (Principal Financial Officer and
Principal Accounting Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
John J. Gormally |
|
Chief
Executive Officer and Director |
|
December
15, 2017 |
| John
J. Gormally |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Raymond F. Akers Jr., Phd |
|
Executive
Chairman and Chief Scientific Director |
|
December
15, 2017 |
| Raymond
F. Akers Jr. Phd |
|
|
|
|
| |
|
|
|
|
| * |
|
Vice
President, Finance & Treasurer |
|
December
15, 2017 |
| Gary
M. Rauch |
|
(Principal
Financial Officer and
Principal Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
December
15, 2017 |
| Christopher
C. Schreiber |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December
15, 2017 |
| Richard
C. Tarbox III |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December
15, 2017 |
| Bill
J. White |
|
|
|
|
* Pursuant
to Power of Attorney____________
| By: |
/s/
John J. Gormally |
|
| |
John
J. Gormally |
|
| |
Attorney-in-Fact |
|
EXHIBIT
INDEX
Exhibit
Number |
|
Description
of Exhibit |
| 1.1** |
|
Form
of Underwriting Agreement |
| |
|
|
| 3.1 |
|
Amended
& Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013). |
| |
|
|
| 3.2 |
|
Amendment
to Certificate of Incorporation dated June 2, 2008 (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013). |
| |
|
|
| 3.3 |
|
Amendment
to Certificate of Incorporation, Certificate of Designation of Series A Preferred Stock, dated September 21, 2012. (incorporated
herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on August 7, 2013). |
| |
|
|
| 3.4 |
|
Amendment
to Certificate of Incorporation dated January 22, 2013 (incorporated herein by reference to Exhibit 3.4 to the Company’s Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013). |
| |
|
|
| 3.5 |
|
Amended
and Restated By-laws dated August 5, 2013 (incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013). |
| |
|
|
| 3.6 |
|
Amendment
to Restated By-laws dated May 11, 2016 (incorporated herein by reference to Exhibit 3.6 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on May 18, 2016). |
| |
|
|
| 3.7** |
|
Form
of Amendment to Certificate of Incorporation, Certificate of Series B Preferred Stock Designation. |
| |
|
|
| 4.1** |
|
Form
of Underwriter’s Warrant |
Exhibit
Number |
|
Description
of Exhibit |
| 4.2 |
|
Form
of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 10, 2017). |
| |
|
|
| 4.3 |
|
Form
of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 5, 2017). |
| |
|
|
| 4.4 |
|
Form
of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on April 5, 2017). |
| |
|
|
| 4.5 |
|
Form
of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 13, 2017). |
| |
|
|
| 4.6** |
|
Form
of Stock Certificate of Series B Preferred Stock |
| |
|
|
| 4.7** |
|
Form
of Common Stock Purchase Warrant |
| |
|
|
| 5.1* |
|
Opinion
of Lucosky Brookman LLP |
| |
|
|
| 10.1 |
|
Employment
Agreement, dated January 12, 2011 between Raymond F. Akers, Jr. Phd and Akers Biosciences, Inc. and letter of amendment dated
August 3, 2013. (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on August 7, 2013). |
| |
|
|
| 10.2 |
|
Consulting
Agreement between Akers Biosciences, Inc. and Nicolette Consulting Group, dated January 12, 2011(incorporated herein by reference
to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August
7, 2013). |
| |
|
|
| 10.3 |
|
Consulting
Agreement between Akers Biosciences, Inc. and DataSys Solutions, LLC, dated January 1, 2012. (incorporated herein by reference
to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August
7, 2013). |
| |
|
|
| 10.4 |
|
Amended
License and Supply Agreement by and between Akers Biosciences, Inc. and Chubeworkx Guernsey Limited (as successor to Sono
International Limited) (“Chubeworkx”), (EN)10 (Guernsey) Limited (formerly BreathScan International (Guernsey) Limited) and
(EN)10 Limited (formerly BreathScan International Limited), dated June 12, 2013 (incorporated herein by reference to Exhibit
10.4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013). |
| |
|
|
| 10.5 |
|
Share
Purchase Agreement by and between Akers Biosciences, Inc. and Chubeworkx, dated June 12, 2013. (incorporated herein by reference
to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August
7, 2013). |
| |
|
|
| 10.6 |
|
Voting
Agreement by and between Akers Biosciences, Inc., Chubeworkx and Thomas J. Knox, dated June 12, 2013(incorporated herein by
reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on August 7, 2013). |
| |
|
|
| 10.7 |
|
Subscription
Agreement by and between Akers Biosciences, Inc. and Chubeworkx, dated June 12, 2013(incorporated herein by reference to Exhibit
10.7 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013). |
Exhibit
Number |
|
Description
of Exhibit |
| 10.8 |
|
Subscription
Agreement by and between Akers Biosciences, Inc. and Thomas J. Knox, dated September 14, 2012(incorporated herein by reference
to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August
7, 2013). |
| |
|
|
| 10.9 |
|
Promissory
Note entered into by Thomas J Knox issued in favor of Akers Biosciences, Inc., dated September 14, 2012. (incorporated herein
by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on August 7, 2013). |
| |
|
|
| 10.10 |
|
License
and Supply Agreement by and among the Company, Sono International Limited (“SIL”), BreathScan International (Guersney) Limited
and BreathScan International Limited, dated June 19, 2012 (incorporated herein by reference to Exhibit 10.10 to the Company’s
Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013). |
| |
|
|
| 10.11 |
|
Distribution
Agreement by and among the Company and Fisher Healthcare, and Amendment thereto, dated June 15, 2010 and May 1, 2012, respectively.
(incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed with the Securities
and Exchange Commission on October 8, 2013). |
| |
|
|
| 10.12 |
|
National
Brand Distribution Agreement by and among the Company and Cardinal Health 2000, and Amendment thereto, dated May 1, 2007 and
June 1, 2008, respectively. (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form
S-1/A filed with the Securities and Exchange Commission on October 8, 2013). |
| |
|
|
| 10.13 |
|
Promissory
Note entered into by Thomas J. Knox issued in favor of Akers Biosciences, Inc, dated November 15, 2013(incorporated herein
by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange
Commission on November 18, 2013). |
| |
|
|
| 10.14 |
|
2013
Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on
Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013). |
| |
|
|
| 10.15 |
|
Form
of Nonqualified Stock Option Agreement (Non-Employee) (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration
Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013). |
| |
|
|
| 10.16 |
|
Form
of Nonqualified Stock Option Agreement (Employee) (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration
Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013). |
| |
|
|
| 10.17 |
|
Form
of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on
Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013). |
| |
|
|
| 10.18 |
|
Form
of Incentive Stock Option (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form
S-1/A filed with the Securities and Exchange Commission on December 6, 2013). |
| |
|
|
| 10.19 |
|
Letter
Agreement, dated December 3, 2013, by and between the Company and Mr. Thomas Knox (incorporated herein by reference to Exhibit
10.19 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6,
2013). |
| |
|
|
| 10.20 |
|
Joint
Venture Agreement, dated October 24, 2014, by and between Akers Biosciences, Inc., Hainan Savy Investment Management Ltd,
and Thomas Knox (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on October 29, 2014). |
| |
|
|
| 10.21 |
|
Amended
and Restated 2013 Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015). |
Exhibit
Number |
|
Description
of Exhibit |
| 10.22 |
|
Form
of Lock Up Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 9, 2015). |
| |
|
|
| 10.23 |
|
Employment
Agreement between the Company and John J Gormally, dated December 1, 2015. (incorporated herein by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2015). |
| |
|
|
| 10.24 |
|
First
Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan (incorporated by referenced to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016). |
| |
|
|
| 10.25 |
|
Form
of Placement Agency Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc. and Joseph Gunnar and Co., LLC
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 5, 2017). |
| |
|
|
| 10.26 |
|
Form
of Securities Purchase Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc. and various purchasers. (incorporated
herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on April 5, 2017). |
| |
|
|
| 10.27 |
|
Form
Registration Rights Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc. and various purchasers (incorporated
herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on April 5, 2017). |
| |
|
|
| 10.28 |
|
Akers
Biosciences, Inc. 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on August 8, 2017). |
| |
|
|
| 10.29 |
|
Form
Warrant Exercise Agreement, dated October 12, 2017 by and between Akers Biosciences, Inc. and various holders (incorporated
herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 13, 2017). |
| |
|
|
| 23.1** |
|
Consent of Morison Cogen LLP, dated December 14, 2017. |
| |
|
|
| 23.2* |
|
Consent
of Lucosky Brookman LLP (Reference is made to Exhibit 5.1). |
| |
|
|
| 24.1** |
|
Power
of Attorney (set forth on the signature page of the Registration Statement) |
* Filed
herewith
** Previously
filed
