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): January 9, 2015
| 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.) |
|
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
On January 9, 2015, the board of directors (the “Board”) of Akers Biosciences, Inc. (the “Company”) approved, upon recommendation from the Compensation Committee of the Board, by unanimous written consent the Amended and Restated 2013 Incentive Stock and Award Plan (the “Plan”), which increases the number of authorized shares of common stock subject to the Plan by 400,000 shares.
The description of the Plan set forth above is qualified in its entirety by reference to the full text of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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
The disclosure provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 5.02.
Additionally, pursuant to the Plan, on January 9, 2015, the Company issued an aggregate of 190,000 shares of the Company’s restricted common stock, no par value per share (the “Shares”) to certain directors and officers (each a “Holder” and collectively, the “Holders”) for services rendered and to be rendered (the “Issuances”) in the amounts set forth below:
| Name | Number of Shares | |
| Raymond F. Akers, Jr. PhD | 70,000 | |
| Thomas Knox | 50,000 | |
| Brandon Knox | 35,000 | |
| Gavin Moran | 35,000 |
The Shares are subject to recoupment in full by the Company if the Holder is terminated for cause or is otherwise not providing services to the Company on January 1, 2017.
In connection with the Issuances, on January 9, 2015, each Holder entered into a lock-up agreement (the “Lock-Up Agreements”) pursuant to which each Holder will not, among other things, offer, sell, contract to sell, hypothecate or otherwise dispose of the Shares during the Lock-Up Period (as defined herein).
The Lock-Up Period for Thomas Knox, Brandon Knox and Gavin Moran is from January 9, 2015 to January 1, 2017. The Lock-Up Period for Raymond F. Akers, Jr., PhD is from January 1, 2015 to January 1, 2020.
The Shares issued to Raymond F. Akers, Jr., PhD were issued to the Akers Family Trust (the “Trust”). The Trust is subject to the same restrictions set forth in the Lock-Up Agreements.
The description of the Plan set forth above is qualified in its entirety by reference to the full text of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The description of the Lock-Up Agreements set forth above is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is filed as Exhibits 10.2, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit No. | Description | |
|
10.1*
10.2* |
Amended and Restated 2013 Incentive Stock and Award Plan
Form of Lock-Up Agreement |
*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: January 9, 2015 | By: | /s/ Raymond F., Akers Jr. | |
| Raymond F., Akers Jr. | |||
| Executive Chairman | |||