U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 30, 2019
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 [X]
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 |
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On
January 6, 2020 the board of directors (the “Board”) of Akers Biosciences, Inc. (the “Company”) appointed
Howard R. Yeaton as interim Chief Financial Officer of the Company. In connection with his appointment as interim Chief Financial
Officer of the Company, the Company and Mr. Yeaton entered into an offer of employment, dated January 6, 2020 (the “Employment
Agreement”) for a period of ninety days.
The
Employment Agreement provides for the following compensation for Mr. Yeaton: (i) twenty-five thousand dollars ($25,000) per month
in base salary, (ii) Mr. Yeaton will be afforded other Company employee benefits including, health insurance, dental insurance,
basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in the
Company’s 401(k) Plan, and (iii) will be reimbursed for reasonable and necessary travel and business expenses including
the expenses of travel and hotel stays in or near Thorofare, New Jersey.
The
Company may terminate the Employment Agreement for any reason or no reason, and Mr. Yeaton may voluntarily resign for any reason
or no reason with thirty (30) days notice.
The
foregoing description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Employment
Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws.
On
January 3, 2020, the Company filed the Charter Amendment with the Secretary of State of the State of New Jersey to increase the
number of authorized shares of the Company’s common stock from 2,064,167 to 100,000,000 shares, which Charter Amendment
was effective immediately upon acceptance by the Secretary of State of the State of New Jersey. As further disclosed in item 5.07
below, the Charter Amendment was approved by stockholders at the Company’s annual meeting of stockholders held December
30, 2019.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 30, 2019, the Company completed its 2019 annual meeting of stockholders (the “Annual Meeting”). The number
of shares of stock entitled to vote at the Annual Meeting was 12,520,208 shares of common stock (the “Voting Stock”).
The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 6,958,402 shares. Greater
than 33.34% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by
proxy, thereby constituting a quorum. At the Annual Meeting, the Company’s stockholders (i) elected Messrs. Joshua Silverman,
Bill J. White, Christopher C. Schreiber and Robert C. Schroeder as directors, (ii) ratified the appointment of Morison Cogen LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 and (iii) approved
the amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of
authorized shares of the Company’s common stock from 2,064,167 to 100,000,000.
The
following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal
No. 1 – Election of directors
Messrs.
Joshua Silverman, Bill J. White, Christopher C. Schreiber and Robert C. Schroeder were elected as directors to serve for a one-year
term that expires at the 2020 annual meeting of stockholders or until their successors are elected and qualified or until their
earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | |
Shares Voted For | | |
Shares Withheld | | |
Broker Non-Vote | |
| Joshua Silverman | |
| 1,057,316 | | |
| 599,249 | | |
| 5,301,837 | |
| Bill J. White | |
| 1,155,029 | | |
| 501,511 | | |
| 5,301,862 | |
| Christopher C. Schreiber | |
| 1,169,394 | | |
| 487,146 | | |
| 5,301,862 | |
| Robert C. Schroeder | |
| 1,221,359 | | |
| 435,181 | | |
| 5,301,862 | |
Proposal
No. 2 – Ratification of the appointment of independent registered public accounting firm
The
appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2019 was ratified. The voting results were as follows:
| Shares Voted For | | |
Shares Voted Against | | |
Shares Abstaining | | |
Broker Non-Vote | |
| | 5,926,441 | | |
| 812,273 | | |
| 219,688 | | |
| 0 | |
Proposal
No. 3 – Approval of amendment to increase the number of authorized shares of the Company’s common stock
The
amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized
shares of the Company’s common stock from 2,064,167 to 100,000,000 was approved. The voting results were as follows:
| Shares Voted For | | |
Shares Voted Against | | |
Shares Abstaining | | |
Broker Non-Vote | |
| | 3,875,847 | | |
| 2,891,728 | | |
| 94,866 | | |
| 95,961 | |
On
the basis of the above votes, (i) Joshua Silverman, Bill J. White, Christopher C. Schreiber and Robert C. Schroeder were elected
as members of the Board; (ii) the proposal to ratify Morison Cogen LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2019 was ratified and (iii) the amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from
2,064,167 to 100,000,000 was approved.
(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:
January 6, 2020 |
/s/
Christopher C. Schreiber |
| |
Christopher
C. Schreiber |
| |
Executive
Chairman of the Board of Directors and Director |
