Current Report Filing (8-k)
June 15 2018 - 4:18PM
Edgar (US Regulatory)
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): June 15, 2018 (June 11, 2018)
AKERS
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
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)
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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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. [ ]
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 11, 2018, Akers Biosciences, Inc. (the “Company”) received a letter (the “Letter”) from the Listing
Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“NASDAQ”) notifying the Company that
the Staff has determined that the Company violated the shareholder approval requirements of Listing Rule 5635(c). Listing Rule
5635(c) requires shareholder approval prior to the issuance of securities when a stock option or purchase plan is to be established
or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired
by officers, directors, employees or consultants.
Prior
to the Company’s public offering and listing on Nasdaq, the Company’s 2013 Incentive Stock and Award Plan (the “2013
Plan”) was approved by its board of directors (the “Board”). NASDAQ has concluded that the 2013 Plan was materially
amended on two occasions after the Company’s public offering and listing on NASDAQ. The first amendment, as approved by
the Board on January 9, 2015, increased the number of shares available under the 2013 Plan from 400,000 to 800,000 shares and
the second amendment, as approved by the Board on October 5, 2016, increased the number of shares under the 2013 Plan from 800,000
to 830,000 shares.
During
the first quarter of 2018 the Company promptly notified NASDAQ, as required by Listing Rule 5625, when it became aware of its
potential non-compliance with Listing Rule 5635(c). On May 4, 2018, the Staff requested additional information from the Company
with respect to such non-compliance and on May 31, 2018, the Company responded.
The
Letter has no current effect on the listing of the Company’s common stock. The Company has until June 25, 2018, to submit
a plan to regain compliance with NASDAQ listing requirements to NASDAQ. If the plan is accepted, NASDAQ can grant an extension
of up to 180 calendar days from the date of the Letter to evidence compliance. The Company intends to promptly submit a plan to
NASDAQ to regain compliance.
A
copy of the Letter is attached as Exhibit 99.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(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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Date:
June 15, 2018
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By:
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/s/
John J. Gormally
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John
J. Gormally
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Chief
Executive Officer
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