Current Report Filing (8-k)
November 08 2019 - 5:27PM
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): November 7, 2019
AKERS
BIOSCIENCES, INC.
(Exact
name of Company 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
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201
Grove Road
Thorofare,
NJ 08086
(Address
of principal executive offices)
(856)
848-2116
(Registrant’s
Telephone Number)
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 10, 2019, Akers Biosciences, Inc. (the “Company”) received notification from the Nasdaq Listing Qualifications
department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s
common stock (the “Common Stock”) was subject to potential delisting from Nasdaq because, for a period of thirty (30)
consecutive business days, the bid price of the Common Stock had closed below the minimum $1.00 per share requirement for continued
inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”). The notification had no immediate effect
on the listing or trading of the Common Stock on the Nasdaq Capital Market.
On
November 7, 2019, the Company received a written notification (the “Letter”) from Nasdaq notifying the Company that
it is not eligible for a second 180 day period to regain compliance due to the fact the Company fails to comply with Nasdaq's
Marketplace Rule 5550(b)(1) because the Company's stockholders' equity as of June 30, 2019 fell below the required minimum of
$5,000,000.
Nasdaq
indicated in its letter that the Company may appeal the Staff’s determination to a Nasdaq hearing panel pursuant to the
procedures set forth in the Nasdaq Listing Rule 5800 Series before 4:00 p.m. Eastern Time on or prior to November 14, 2019. The
Company will file such appeal and request the Staff grant a hearing (the “Hearing”) and stay any delisting or suspension
action by the Staff pending the issuance of the hearing panel’s decision.
At
the Hearing, the Company will present its plan to regain compliance. The Company believes that it will be able to regain compliance
with Nasdaq Listing Rule 5550(a)(2) and Nasdaq's Marketplace Rule 5550(b)(1) which should allow the Company’s common stock
to continue to trade on the Nasdaq Capital Market.
Forward-Looking
Statements
This
Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such
as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,”
“estimate,” “continue” and similar words. Such statements are only predictions and actual events or results
may differ materially from those anticipated in these forward-looking statements. You should not place undue reliance on any forward-looking
statements. The Company does not assume any obligation to update forward-looking statements as circumstances change, except as
required by securities laws. There can be no assurance that the Company will be granted the hearing and following the hearing,
the panel will determine to continue to allow the listing of the Company’s common stock on the Nasdaq or that the Company
will be able to evidence compliance with the applicable listing criteria within the period of time, if any, that may be granted
by the panel.
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:
November 8, 2019
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By:
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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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