Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-248095
Prospectus
500,000
Shares
COMMON
STOCK
The
selling stockholder named in this prospectus may use this prospectus to offer and resell from time to time up to 500,000 shares
of our common stock (the “Shares”) issued pursuant to a certain Settlement Agreement and General Release (the “SAGR”)
by and between ChubeWorkx Guernsey Limited (“ChubeWorkx”) and Akers Biosciences, Inc. (the “Company”),
dated as of August 3, 2020.
The
Shares were issued to the selling stockholder pursuant to the SAGR in reliance upon the exemption from the registration requirements
in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D (Rule 506) promulgated
under the Securities Act. The selling stockholder represented that it was an “accredited investor” (as defined by
Rule 501 under the Securities Act). We are registering the offer and resale of the Shares to satisfy a provision in a Leak-Out
and Support Agreement by and between the selling stockholder and the Company, dated as of August 3, 2020 (the “Support Agreement”),
pursuant to which we agreed to register the resale of the Shares.
We
will not receive any of the proceeds from the sale of our common stock by the selling stockholder.
Any
shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to
any resale of such shares pursuant to this prospectus.
The
selling stockholder named in this prospectus, or its donees, pledgees, transferees or other successors-in-interest, may offer
or resell the shares from time to time through public or private transactions at prevailing market prices, at prices related
to prevailing market prices or at privately negotiated prices. The selling stockholder will bear all commissions and
discounts, if any, attributable to the sale of shares, and all selling and other expenses incurred by the selling
stockholder. We will bear all costs, expenses and fees in connection with the registration of the shares. For additional
information on the methods of sale that may be used by the selling stockholder, see “Plan of Distribution”
beginning on page 6 of this prospectus.
Our common stock is
listed on the Nasdaq Capital Market (“NASDAQ”) under the symbol “AKER.” On August 25, 2020, the
last reported sale price of our common stock as reported on NASDAQ was $4.08 per share.
Investing
in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors”
beginning on page 4 and in our most recent Annual Report on Form 10-K, which is incorporated by reference in this prospectus,
as well as in any other recently filed quarterly or current reports and, if any, in any applicable prospectus supplement.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is August 25, 2020
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration
process. The selling stockholder named in this prospectus may resell, from time to time, in one or more offerings, the common
stock offered by this prospectus. Information about the selling stockholder may change over time. When the selling stockholder
sells shares of common stock under this prospectus, we will, if necessary and required by law, provide a prospectus supplement
that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify
or replace information contained in this prospectus. If a prospectus supplement is provided and the description of the offering
in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the prospectus
supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all of the
information incorporated by reference herein and therein, before making an investment decision.
You
should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement.
We have not, and the selling stockholder has not, authorized any other person to provide you with different or additional information.
If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to
sell, nor is the selling stockholder seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where
the offer or sale is not permitted. No offers or sales of any of the shares of common stock are to be made in any jurisdiction
in which such an offer or sale is not permitted. You should assume that the information contained in this prospectus or in any
applicable prospectus supplement is accurate only as of the date on the front cover thereof or the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sales of the
shares of common stock offered hereby or thereby.
You
should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the
documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus,
before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free
writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated
by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to
the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the
information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only
as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our
business, financial condition, results of operations and prospects may have changed since that date.
CAUTIONARY
NOTE ON FORWARD LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain forward looking statements that involve risks and uncertainties.
All statements other than statements of historical fact contained in this prospectus and the documents incorporated by reference
herein, including statements regarding future events, our future financial performance, business strategy, and plans and objectives
of management for future operations, are forward-looking statements. When we use the words “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “project,” “will” and other similar terms and phrases, including references to
assumptions, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties which may
cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking
statements. Forward-looking statements are based on information we have when those statements are made or our management’s
good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important
factors that could cause such differences include, but are not limited to:
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our
ability to achieve the expected benefits and costs of the transactions related to the acquisition of Cystron, including:
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the
timing of, and our ability to, obtain and maintain regulatory approvals for clinical trials of our our COVID-19 vaccine or
combination product candidate (the “COVID-19 Vaccine Candidate”);
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the
timing and results of our planned clinical trials for our COVID-19 Vaccine Candidate;
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the
amount of funds we require for our COVID-19 Vaccine Candidate; and
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our
ability to maintain our existing license with Premas Biotech PVT Ltd. (“Premas”).
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our
ability to develop a COVID-19 Vaccine Candidate in a timely manner;
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our
ability to effectively execute and deliver our plans related to commercialization, marketing and manufacturing capabilities
and strategy;
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emerging
competition and rapidly advancing technology in our industry;
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our
ability to obtain adequate financing in the future on reasonable terms, as and when we need it;
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challenges
we may face in identifying, acquiring and operating new business opportunities;
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our
ability to retain and attract senior management and other key employees;
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our
ability to quickly and effectively respond to new technological developments;
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the
outcome of litigation or other proceedings to which we are subject as described in the “Legal Proceedings” sections
of our annual report on Form 10-K filed with the SEC on March 24, 2020 and our subsequent filings with the SEC that are incorporated
by reference to this prospectus supplement or which we may become subject to in the future;
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changes
in political, economic or regulatory conditions generally and in the markets in which we operate;
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delisting
of our common stock from the NASDAQ capital market;
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our
ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of
others and prevent others from infringing on our proprietary rights;
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our
compliance with all laws, rules, and regulations applicable to our business and COVID-19 Vaccine Candidate; and
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the
impact of the recent COVID-19 outbreak on our results of operations, business plan and the global economy.
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The
foregoing does not represent an exhaustive list of risks that may impact upon the forward-looking statements used herein or in
the documents incorporated by reference herein. For a more detailed discussion of such risks and other important factors that
could cause actual results to differ materially from those in such forward-looking statements and forward-looking information,
please see “Risk Factors” on page 4 of this prospectus as well as the risk factors included in the documents incorporated
herein by reference. Although we have attempted to identify important factors that could cause actual results to differ materially
from those described in forward-looking statements and forward-looking information, there may be other factors that cause results
not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate as
actual results and future events could differ materially from those anticipated in the statements. Except as required by law,
we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result
of new information, future events or otherwise. We qualify all forward-looking statements by these cautionary statements. For
all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This summary does
not contain all the information that you should consider before investing in our Company. You should carefully read the entire
prospectus, including all documents incorporated by reference herein. In particular, attention should be directed to our “Risk
Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and the financial statements and related notes thereto contained herein or otherwise incorporated by reference
hereto, before making an investment decision.
As
used herein, and any amendment or supplement hereto, unless otherwise indicated, “we,” “us,” “our,”
the “Company,” “Akers” or similar terminology means Akers Biosciences, Inc.
Overview
We
were historically a developer of rapid health information technologies but since March 2020, have been primarily focused on the
development of a vaccine candidate against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world. In response
to the global pandemic, we are pursuing rapid development and manufacturing of our COVID-19 Vaccine Candidate, in collaboration
with Premas. With Premas, we are currently conducting animal studies for our COVID-19 Vaccine Candidate in India with different
dose amounts, including amounts that would be applicable to humans. We and Premas are currently engaged in communications with
the U.S. Food and Drug Administration (“FDA”) and the office of the drug controller in India.
Coronavirus
and COVID-19 Pandemic
In
December 2019, SARS-CoV-2 was reported to have surfaced in Wuhan, China, and on March 12, 2020, the World Health Organization
(“WHO”) declared the global outbreak of COVID-19, the disease caused by SARS-CoV-2, to be a pandemic. In an effort
to contain and mitigate the spread of COVID-19, many countries, including the United States, Canada, China, and India, have imposed
unprecedented restrictions on travel, quarantines, and other public health safety measures. According to the WHO situation report,
dated as of August 6, 2020, approximately 18 million cases were reported globally and 700,000 of these were deadly, making the
development of effective vaccines to prevent this disease a major global priority. Although multiple vaccine candidates against
SARS-CoV-2 are under development, there is currently no known or approved vaccine or specific antiviral treatment, with the primary
treatment being symptomatic and supportive therapies.
Discontinuation
of Screening and Testing Products
As
previously disclosed, in light of the unfavorable factors persistent in our rapid, point-of-care screening and testing product
business and the progress we have made in our partnership with Premas, we conducted a strategic review of the screening and testing
products business. Following such review, in early July 2020, we ceased the production and sale of our rapid, point-of-care screening
and testing products. We will continue to provide support for these testing products that remain in the market through their respective
product expiration dates. We had been experiencing declining sales revenue and production backlogs for these products and, as
we previously reported, had eliminated our sales force for such products. We intend to devote our attention to our partnership
with Premas for the development of our COVID-19 Vaccine Candidate and will continue to explore strategic alternatives that we
believe will increase shareholder value. In connection with the discontinuation of our existing product line, on July 16, 2020,
we decided to close our facility in West Deptford, New Jersey and exercised the early termination option under the lease agreement,
which provided for a 150-day notice to terminate the lease. Pursuant to the early termination option, the lease for the Thorofare
Facility will mature on December 13, 2020.
Exploration
of Strategic Alternatives
In
addition, our board of directors continues to evaluate strategic alternatives to maximize shareholder value. This process will
consider a range of potential strategic alternatives including, but not limited to, business combinations. We do not plan to disclose
or comment on developments regarding the strategic review process until it is complete or further disclosure is deemed appropriate.
There can be no assurance that the exploration of strategic alternatives will result in any transaction or other alternative.
ChubeWorkx
Settlement Agreement and General Release
On
August 3, 2020, we entered into the SAGR with ChubeWorkx Guernsey Limited (“ChubeWorkx”). We and ChubeWorkx entered
into the SAGR to terminate a prior Settlement Agreement, dated August 17, 2016, by and among us and ChubeWorkx (the “Prior
Settlement Agreement” and, collectively with all other contracts, agreements and understandings by and between us and ChubeWorkx,
whether written or oral, the “Prior Agreements”), pursuant to which we granted ChubeWorkx a security interest in substantially
all of our assets, and to fully and finally settle and compromise any and all current and future claims and liabilities of any
nature arising between us and ChubeWorkx in relation to, or otherwise connected with, the Prior Agreements, on the terms set forth
in the SAGR.
As
consideration for the settlement of claims pursuant to the SAGR, we agreed to (i) pay to ChubeWorkx an amount equal to $300,000
and (ii) deliver to ChubeWorkx 500,000 shares of our common stock. We granted ChubeWorkx registration rights with respect
to such shares. In the event that we fail to file a resale registration statement covering the such shares by August 18, 2020
(the “Filing Deadline”), or fail to cause such registration statement to be declared effective by the earlier of October
2, 2020 or 45 days after the filing of such registration statement (the “Effectiveness Deadline”), then, on each of
the Filing Deadline and the Effectiveness Deadline, as the case may be, and on each monthly anniversary thereof (if the such registration
statement shall not have been filed or declared effective by such date, as the case may be) until such registration statement
is filed or declared effective, we shall pay to ChubeWorkx an amount in cash, as partial liquidated damages equal to 1.0% of the
market value of 500,000 shares of our common stock issued to ChubeWorkx pursuant to the SAGR.
As
of the earlier to occur, following and subject to delivery and complete full effective legal transfer to ChubeWorkx of the shares
of our common stock and delivery of the cash payment to ChubeWorkx in full in accordance with the provisions of the SAGR, of (i)
the date that the resale registration statement covering the such shares is declared effective by the SEC and (ii) the date that
all of such shares may be resold by ChubeWorkx under Rule 144 of the Securities Act of 1933, as amended, without restriction (the
“Release Date”), any and all claims, differences, and disputes of any current and/or future claims and/or liabilities
arising between us and ChubeWorkx in relation to, or otherwise connected with, the Prior Agreements shall be deemed fully and
finally settled and compromised (with the exception of any claims arising under the SAGR or the Support Agreement described below).
As of the Release Date, each of the Prior Agreements will be terminated, and ChubeWorkx will automatically and irrevocably release
all security interests and liens created under the Security Agreement or otherwise as security for our obligations under the Prior
Agreements.
ChubeWorkx
Leak-Out and Support Agreement
On
August 3, 2020, as an inducement to enter into the SAGR, and as one of the conditions to the consummation of the transactions
contemplated by the SAGR, ChubeWorkx entered into the Support Agreement with us, pursuant to which ChubeWorkx agreed to (i) vote
its shares of common stock issued pursuant to the SAGR in favor of each matter proposed and recommended for approval by the board
of directors or management at every meeting of the stockholders and on any action or approval by written consent of the stockholders
and (ii) limit sales of the Shares per day to no more than 10% of our daily traded volume per day on the Nasdaq Capital Market
(“NASDAQ”), and we agreed to register the resale of the Shares pursuant to the registration statement of which this
prospectus forms a part.
Corporate
Information
We
were incorporated in 1989 in the state of New Jersey. Our principal executive offices are located at 201 Grove Road, Thorofare,
New Jersey USA 08086 and our telephone number is (856) 848-8698. Our corporate website address is www.akersbio.com. The
information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website
address in this prospectus is an inactive textual reference only.
THE
OFFERING
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Securities
offered by the selling stockholder
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Up
to 500,000 shares of our common stock, issued pursuant to the SAGR.
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Selling
stockholder
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All
of the shares of common stock are being offered by the selling stockholder named herein. See “Selling Stockholder”
on page 4 of this prospectus for more information on the selling stockholder.
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Use
of proceeds
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We
will not receive any proceeds from the sale of the shares in this offering. See “Use of Proceeds” beginning on
page 4 of this prospectus for additional information.
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Registration
Rights
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Under
the terms of the Support Agreement, we have agreed to file the registration statement
of which this prospectus forms a part with respect to the registration of the resale
by the selling stockholder of the Shares. In the event that we fail to file a resale
registration statement covering the Shares by the Filing Deadline, or fail to cause such
registration statement to be declared effective by the Effectiveness Deadline, then,
on each of the Filing Deadline and the Effectiveness Deadline, as the case may be, and
on each monthly anniversary thereof (if such registration statement shall not have been
filed or declared effective by such date, as the case may be) until such registration
statement is filed or declared effective, we have agreed to pay to ChubeWorkx an amount
in cash, as partial liquidated damages, equal to 1.0% of the market value of the Shares.
See
“Selling Stockholder” on page 4 of this prospectus for additional information.
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Plan
of Distribution
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The
selling stockholder named in this prospectus, or its pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest,
may offer or sell the shares from time to time through public or private transactions at prevailing market prices, at prices
related to prevailing market prices or at privately negotiated prices. The selling stockholder may also resell the shares
of common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts,
concessions or commissions. See “Plan of Distribution” beginning on page 6 of this prospectus for additional
information on the methods of sale that may be used by the selling stockholder.
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Risk
factors
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Investing
in our common stock involves a high degree of risk. You should carefully read and consider the information beginning on page
4 of this prospectus set forth under the heading “Risk Factors” and all other information set forth in this
prospectus, and the documents incorporated herein and therein by reference before deciding to invest in our common stock.
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NASDAQ
trading symbol for common stock
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“AKER”
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RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the specific factors discussed under the heading “Risk Factors” in any applicable prospectus supplement,
together with all of the other information contained or incorporated by reference in any such prospectus supplement or appearing
or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under
Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, which are incorporated herein by reference, as updated or superseded
by the risks and uncertainties described under similar headings in the other documents that are filed after the date hereof and
incorporated by reference into this prospectus and any prospectus supplement related to a particular offering. The risks and uncertainties
we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our operations. Past financial performance may not be a reliable indicator of future performance,
and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs,
our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the
trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully
the section above entitled “Cautionary Note on Forward-Looking Statements.”
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of shares of our common stock by the selling stockholder.
SELLING
STOCKHOLDER
Up
to 500,000 shares of our common stock are currently being offered by the selling stockholder.
ChubeWorkx
SAGR
On
August 3, 2020, we entered into the SAGR with ChubeWorkx to terminate the Prior Settlement Agreement, pursuant to which we granted
ChubeWorkx a security interest in substantially all of our assets, and to fully and finally settle and compromise any and all
current and future claims and liabilities of any nature arising between the Company and ChubeWorkx in relation to, or otherwise
connected with, the Prior Agreements, on the terms set forth in the SAGR.
As
consideration for the settlement of claims pursuant to the SAGR, we agreed to (i) pay to ChubeWorkx an amount equal to $300,000
and (ii) deliver to ChubeWorkx the Shares. The Shares were issued to ChubeWorkx in reliance upon the exemption from the registration
requirements in Section 4(a)(2) of the Securities Act and Regulation D (Rule 506) promulgated under the Securities Act.
Support
Agreement
On
August 3, 2020, as an inducement to enter into the SAGR, and as one of the conditions to the consummation of the transactions
contemplated by the SAGR, ChubeWorkx entered into the Support Agreement, pursuant to which ChubeWorkx agreed to vote the Shares
in favor of each matter proposed and recommended for approval by the Company’s board of directors or management at every
meeting of the stockholders and on any action or approval by written consent of the stockholders. In addition, pursuant to the
Support Agreement, ChubeWorkx agreed not to sell more than that number of the Shares equal to 10% of the daily trading volume
for our common stock on NASDAQ on that day without our prior written consent.
Under
the terms of the Support Agreement, we have agreed to file the registration statement of which this prospectus forms a part with
respect to the registration of the resale by the selling stockholder of the Shares. In the event that we fail to file a resale
registration statement covering the Shares by the Filing Deadline, or fail to cause such registration statement to be declared
effective by the Effectiveness Deadline, then, on each of the Filing Deadline and the Effectiveness Deadline, as the case may
be, and on each monthly anniversary thereof (if such registration statement shall not have been filed or declared effective by
such date, as the case may be) until such registration statement is filed or declared effective, we have agreed to pay to ChubeWorkx
an amount in cash, as partial liquidated damages, equal to 1.0% of the market value of the Shares.
Relationship
with the Selling Stockholder
The
selling stockholder has not had any material relationship with us within the past three years other than as described above.
Information
About Selling Stockholder Offering
The
following table sets forth the number and percentage of our common stock beneficially owned by the selling stockholder as of August
17, 2020, taking into account the number of shares that may be offered under this prospectus and the number and percentage of
our common stock beneficially owned by the selling stockholder assuming all of the shares covered hereby are sold. Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common
stock. Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others
the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within
60 days.
The
information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering
assumes the sale of all shares being offered by the selling stockholder under this prospectus.
The
percentage of shares owned prior to and after the offering is based on 8,724,283 shares of common stock outstanding as of August
17, 2020. Unless otherwise indicated in the footnotes to this table, we believe that the selling stockholder has sole voting
and investment power with respect to the shares of common stock indicated as beneficially owned.
As
used in this prospectus, the term “selling stockholder” includes the selling stockholder set forth below and any donees,
pledgees, transferees or other successors-in-interest selling shares of common stock received after the date of this prospectus
from the selling stockholder as a gift, pledge, or other non-sale related transfer.
The
number of shares in the column “Number of Shares Offered” represents all of the shares of common stock that a selling
stockholder may offer under this prospectus. The third and fourth column assumes the sale of all of the shares offered by the
selling stockholder pursuant to this prospectus and that the selling stockholder does not acquire any additional shares of common
stock before the completion of this offering. However, because the selling stockholder may sell all or some of its shares under
this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of shares that
will be sold by the selling stockholder or that will be held by the selling stockholder after completion of any sales. The selling
stockholder may sell some, all or none of its shares in this offering. We do not know how long the selling stockholder will hold
the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder
regarding the sale of any of the shares except as set forth herein.
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Ownership Before Offering
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Ownership After Offering
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Selling Stockholder
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Number of shares of common stock beneficially owned
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Number of shares offered
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Number of shares of common stock beneficially owned
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Percentage of common stock beneficially owned
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ChubeWorkx Guernsey Limited(1)
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500,000
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500,000
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*
Less than 1%
(1)
The sole director of Chubeworkx is Oak Directors Limited. The directors of Oak Directors Limited are Mark Courtney Chasey, Mark
Anthony Fouracre, Andrew Harvey Fox, Graham Lamont McCormack, Tony Rigden, Paul Matthew Schreibke, Lucy Smith, David Michael Willis
and Joe David Colton Woodward, each of whom has voting and dispositive power over the shares held by ChubeWorkx.
PLAN
OF DISTRIBUTION
We
are registering the shares of common stock to permit their resale by the selling stockholder from time to time after the date
of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.
The
selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,
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on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
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in
the over-the-counter market;
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in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
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through
the writing of options, whether such options are listed on an options exchange or otherwise;
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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short
sales;
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sales
pursuant to Rule 144;
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broker-dealers
may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
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a
combination of any such methods of sale; and
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any
other method permitted pursuant to applicable law.
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If
the selling stockholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common
stock or otherwise, the selling stockholder may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholder may also
sell shares common stock short and deliver shares of common stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling stockholder may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.
The
selling stockholder may pledge or grant a security interest in some or all of the shares of common stock owned by it and, if it
defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common
stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus. The selling stockholder also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
The
selling stockholder and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholder and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the
shelf registration statement, of which this prospectus forms a part.
The
selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit
the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating
person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to
engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability
of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of common stock.
We
will pay all expenses of the registration of the shares of common stock pursuant to the SAGR and the Support Agreement, estimated
to be $17,860 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue
sky” laws; provided, however, that the selling stockholder will pay all underwriting discounts and selling commissions,
if any.
Once
sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely
tradable in the hands of persons other than our affiliates.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us by Haynes and Boone, LLP, New York, New York.
EXPERTS
Morison
Cogen LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2019, as filed on March 24, 2020, as set forth in their report which is incorporated
by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated
by reference in reliance on Morison Cogen LLP’s report, given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
are subject to the informational requirements of the Exchange Act, and in accordance therewith file annual, quarterly and current
reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website
is www.sec.gov.
We
make available free of charge on or through our website at www.akersbio.com, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Exchange Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it
to the SEC.
We
have filed with the SEC a registration statement under the Securities Act of 1933, as amended, relating to the offering of these
securities. The registration statement, including the attached exhibits, contains additional relevant information about us and
the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain
a copy of the registration statement for free at www.sec.gov. The registration statement and the documents referred to below under
“Incorporation of Documents By Reference” are also available on our website, www.akersbio.com.
We
have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a
part of this prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
are “incorporating by reference” in this prospectus certain documents we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The information in the documents incorporated by reference
is considered to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated
by reference in this prospectus will automatically update and supersede information contained in this prospectus, including information
in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information
differs from or is inconsistent with the old information. We have filed or may file the following documents with the SEC and they
are incorporated herein by reference as of their respective dates of filing.
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1.
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Our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 24, 2020;
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2.
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 15, 2020, and our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 14, 2020;
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3.
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Our
Current Reports on Form 8-K filed with the SEC on January
6, 2020, January
31, 2020, March
24, 2020, April
7, 2020, April
8, 2020, April
14, 2020, April
17, 2020, May
14, 2020, May
15, 2020, May
18, 2020, May
19, 2020, July
8, 2020, July
13, 2020, July
22, 2020, July
27, 2020, August
7, 2020 and August
13, 2020 (other than any portions thereof deemed furnished and not filed); and
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4.
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The
description of our common stock contained in our Registration Statement on Form 8-A, filed on January 17, 2014 pursuant to
Section 12(b) of the Exchange Act, which incorporates by reference the description of the shares of our common stock contained
in the section entitled “Description of Securities” in our Registration Statement on Form S-1 (File No. 333-190456),
as initially filed with the SEC on August 7, 2013, as amended, as amended and supplemented by the description of our common
stock contained in Exhibit 4.12 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC
on March 24, 2020, and any amendment or report filed with the SEC for purposes of updating such description.
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All
documents that we filed with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates
that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will
be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such
documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any
subsequently filed document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces
such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced,
to constitute a part of this prospectus. None of the information that we disclose under Items 2.02 or 7.01 of any Current Report
on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as an exhibit therein, that we may
from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus, except
as otherwise expressly set forth in the relevant document. Subject to the foregoing, all information appearing in this prospectus
is qualified in its entirety by the information appearing in the documents incorporated by reference.
You
may request, orally or in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits,
unless such exhibits are specifically incorporate by reference), by contacting Akers Biosciences, Inc., at 201 Grove Road, Thorofare,
New Jersey 08086. Our telephone number is (856) 848-8698. Information about us is also available at our website at http://www.akersbio.com.
However, the information in our website is not a part of this prospectus and is not incorporated by reference.
500,000
Shares
COMMON
STOCK
PROSPECTUS
August 25, 2020
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