UNITED STATES
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): October 5, 2016
AKERS BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 333-190456 | 22-2983783 | ||
|
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer Identification No.) |
201 Grove Road
Thorofare, NJ 08086
(Address of Principal Executive Offices)
( 856) 848-2116
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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))
Item 1.01 Entry Into a Material Definitive Agreement
Effective October 5, 2016, the Board of Directors (the “Board”) of Akers Biosciences, Inc. (the “Company”) amended (the “Amendment”), upon recommendation from the Compensation Committee of the Board, the Akers Biosciences, Inc. First Amended and Restated 2013 Incentive Stock and Award Plan (the “Plan”). The Amendment increases the number of authorized shares of common stock subject to the Plan by 30,000 shares, or 3.75% of the amount of shares previously authorized under the Plan.
The description of the Plan and the Amendment set forth above are qualified in their entirety by reference to the full text of the Plan and Amendment, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The disclosure provided in Item 5.02 of this Report is hereby incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective October 5, 2016, the Board approved certain incentive based salary adjustments (the “Salary Adjustments”) for Raymond Akers, the Company’s Chief Scientific Director and member of the Board. The Salary Adjustments will, upon the achievement of certain milestones by Mr. Akers between October 5, 2016 and December 31, 2016, cause Mr. Akers’ salary to increase up to $200,000 above his current salary. Mr. Akers will receive his increased salary on a prorated basis in 2016 only to the extent Mr. Akers achieves said milestones prior to December 31, 2016, each milestone representing a portion of the $200,000 salary increase, and his increased salary will remain in effect going forward.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit No. | Description | |
| 10.1 | 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). | |
| 10.2* | First Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan . |
*Filed herewith
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. | ||
| Date: October 12, 2016 | By: | /s/ John Gormally |
| John Gormally | ||
| Chief Executive Officer | ||
FIRST AMENDMENT TO
AKERS
BIOSCIENCES, INC.
AMENDED AND RESTATED 2013 INCENTIVE STOCK AND AWARD
PLAN
This First Amendment to the Akers Biosciences, Inc. Amended and Restated 2013 Incentive Stock and Award Plan will amend the Amended and Restated 2013 Incentive Stock and Award Plan (the “ Original Plan ”) as follows:
| 1. | Section 4 of the Original Plan is hereby deleted in its entirety and replaced with the following: |
4. Stock Reserved for the Plan. Subject to adjustment as provided in Section 8 hereof, a total of up to 830,000 shares of the Company’s common stock, no par value per share (the “Stock”), shall be subject to the Plan. The maximum number of shares of Stock that may be subject to Options shall conform to any requirements applicable to performance-based compensation under Section 162(m) of the Code, if qualification as performance-based compensation under Section 162(m) of the Code is intended. The shares of Stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such amount of shares of Stock shall be and is hereby reserved for such purpose. Any of such shares of Stock that may remain unsold and that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan. Should any Option or Restricted Stock expire or be canceled prior to its exercise or vesting in full or should the number of shares of Stock to be delivered upon the exercise or vesting in full of any Option or Restricted Stock be reduced for any reason, the shares of Stock theretofore subject to such Option or Restricted Stock may be subject to future Options or Restricted Stock under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m) of the Code where qualification as performance-based compensation under Section 162(m) of the Code is intended.