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)
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New
Jersey
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001-36268
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22-2983783
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
Number)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, no par value
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AKER
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The
NASDAQ Capital Market
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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:
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Nominee
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Shares Voted For
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Shares Withheld
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Broker Non-Vote
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Joshua Silverman
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1,057,316
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599,249
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5,301,837
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Bill J. White
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1,155,029
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501,511
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5,301,862
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Christopher C. Schreiber
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1,169,394
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487,146
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5,301,862
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Robert C. Schroeder
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1,221,359
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435,181
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5,301,862
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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:
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Shares Voted For
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Shares Voted Against
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Shares Abstaining
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Broker Non-Vote
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5,926,441
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812,273
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219,688
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0
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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:
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Shares Voted For
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Shares Voted Against
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Shares Abstaining
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Broker Non-Vote
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3,875,847
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2,891,728
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94,866
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95,961
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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.
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AKERS
BIOSCIENCES, INC.
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Dated:
January 6, 2020
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/s/
Christopher C. Schreiber
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Christopher
C. Schreiber
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Executive
Chairman of the Board of Directors and Director
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Exhibit
3.1
New
Jersey Division of Revenue
Certificate
of Amendment to the Certificate of Incorporation
(For
Use by Domestic Profit Corporation)
Pursuant
to the provisions of Sections 14A:9-1 (2), 14A:9-1 (2)(d), 14A:9-1 (2)(i) and 14A7-15.1, Corporations, General, of the New Jersey
Statutes, the undersigned corporation executes the following Certificate of Amendment to its Amended and Restated Certificate
of Incorporation, dated March 26, 2002, as amended:
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1.
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The
name of the Corporation is:
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Akers
Biosciences, Inc.
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2.
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The
following amendment to the Amended and Restated Certificate of Incorporation was approved by the directors of the corporation
on the 25th day of November, 2019 and the stockholders of the corporation on the 30th day of December,
2019.
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Resolved
that Article Four of the Amended and Restated Certificate of Incorporation be amended by deleting the first sentence and inserting
the following sentence:
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“Capitalization.
The total number of shares of stock which the Corporation shall have the authority to issue is one hundred fifty million (150,000,000)
shares, of which one hundred million (100,000,000) shares shall be common stock, without par value (“Common Stock”),
and fifty million (50,000,000) shares shall be preferred stock, without par value (“Preferred Stock”).”
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3.
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The
number of shares outstanding at the time of the adoption of the amendment was: 1,738,837.
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The
total number of shares entitled to vote thereon was: 1,738,837.
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4.
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This
Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective as of January 3, 2020
at 8:00 a.m. Eastern Time.
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE FOLLOWS]
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/s/
Howard R. Yeaton
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Howard
R. Yeaton
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Chief
Financial Officer
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Dated
this 3rd day of January, 2020
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Akers
Biosciences, Inc.
201
Grove Road, Thorofare, NJ 08086
Tel
856-848-8698; Fax 856-848-0296
custservice@akersbiosciences.com
www.akersbiosciences.com
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January
6, 2020
Mr.
Howard Yeaton
24
Godwin Avenue, Suite B-1
Midland
Park, NJ 07432
Re:
Offer of Employment
Dear
Howard:
I
am pleased to offer you the position of Interim Chief Financial Officer at Akers Bioscience, Inc. (“Akers” or “the
Company”) on the terms set forth herein.
1.
The start date of your position as outlined in this Letter Agreement (the “Agreement”) is January 1, 2020. It is the
Company’s intention that your employment as Interim Chief Financial Officer shall proceed continuously from October 5, 2018,
as provided for, in part, in such employment agreement dated October 5, 2018. The October 5, 2018 employment agreement was terminated
effective on December 31, 2019, and from such date, Mr. Yeaton shall no longer serve as the Company’s Chief Executive Officer.
Your primary place of work will be at the Company’s facilities in Thorofare, New Jersey.
2.
You shall render such services to the Company as are customarily rendered by a Chief Financial Officer. You shall devote substantially
all of your professional time to Company duties, provided, however, that you may devote such time as necessary to maintain your
current financial consulting business so long as it does not materially interfere with your Company duties. The Company will provide
you with Directors’ and Officers’ liability coverage no less generous than that which applies to directors of the
Company.
3.
You will have a base salary of $25,000.00 (Twenty-Five Thousand Dollars) per month paid in advance on the first date of each month,
except for January 2020, in which case it will be paid no later than January 8, 2020, less all deductions applicable to wages.
4.
You shall be eligible to participate in all group health, retirement, and other benefit plans offer by the Company. The Company
retains the discretion to discontinue, amend, or reduce such benefit plans in accordance with applicable law.
5.
You will be reimbursed for your reasonable and necessary travel and business expenses, including the expenses of travel and hotel
stays in or near Thorofare, New Jersey.
Howard
Yeaton
January
6, 2020
Page
2
6.
While we anticipate your employment under this agreement shall continue through March 31, 2020, your employment shall be “at-will,”
which means that either you or the Company may terminate your employment at any time for any reason or no reason. Each party agrees
to give the other 30 (thirty) days’ written notice prior to terminating the employment.
7.
This Agreement comprises the entire agreement between you and the Company concerning its subject matter. All prior employment
agreements are terminated and are of no further force or effect.
8.
This Agreement may not be orally modified. This Agreement shall construed in accordance with, and governed in all respects, by
the laws of the State of New Jersey without reference to principles of conflicts of laws. The exclusive venue for any disputes
concerning this agreement or your employment with the Company shall be the New Jersey State Courts with jurisdiction over the
County of Gloucester, New Jersey and the United States District Court for the District of New Jersey. All parties to this agreement
waive any right to trial by jury in regard to such disputes.
We
look forward to your continued employment with the Company in this new role. Please sign this letter below to indicate your acceptance
of these terms and conditions of employment and send us a signed copy at your earliest convenience.
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Sincerely yours,
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AKERS BIOSCIENCES, INC.
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By:
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/s/
Christopher Schreiber
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Christopher
Schreiber
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Executive
Chairman
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ACCEPTED
AND AGREED THIS
____
DAY OF JANUARY 2020
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/s/
Howard Yeaton
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Howard
Yeaton
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