TIDMAKR
RNS Number : 4580I
Akers Biosciences, Inc.
26 November 2018
November 26, 2018
Akers Biosciences, Inc.
Further Re. Notice of Annual Meeting of Shareholders
&
Schedule 14A Filing
Akers Biosciences, Inc. (NASDAQ: AKER) (AIM: AKR.L), (the
"Company" or "Akers Bio"), a developer of rapid health information
technologies, announces that the Company has concurrently with this
announcement filed a Schedule 14A with the U.S. Securities and
Exchange Commission containing definitive additional materials (a
letter to shareholders) in connection with the forthcoming annual
meeting of shareholders ("Schedule 14A"). The Schedule 14A is
available to view on Akers Bio's website at www.akersbio.com or on
www.sec.gov and appears in full in the appendix below.
Inquiries:
Akers Biosciences, Inc.
Howard R. Yeaton, Chief Executive Officer and Interim Chief
Financial Officer
Tel. +1 856 848 8698
finnCap (UK Nominated Adviser and Broker)
Ed Frisby / Scott Mathieson (Corporate Finance)
Tel. +44 (0)20 7220 0500
Vigo Communications (Global Public Relations)
Ben Simons / Fiona Henson
Tel. +44 (0)20 7390 0234
Email: akers@vigocomms.com
About Akers Biosciences, Inc.
Akers Bio develops, manufactures, and supplies rapid screening
and testing products designed to deliver quicker and more
cost-effective healthcare information to healthcare providers and
consumers. The Company has advanced the science of diagnostics
while responding to major shifts in healthcare through the
development of several proprietary platform technologies. The
Company's state-of-the-art rapid diagnostic assays can be performed
virtually anywhere in minutes when time is of the essence. The
Company has aligned with major healthcare companies and high volume
medical product distributors to maximize product offerings, and to
be a major worldwide competitor in diagnostics.
Additional information on the Company and its products can be
found at www.akersbio.com.
Cautionary Note Regarding Forward-Looking Statements
Statements contained herein that are not based upon current or
historical fact are forward-looking in nature and constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements reflect the Company's expectations about its future
operating results, performance and opportunities that involve
substantial risks and uncertainties. Such statements may include,
without limitation, statements with respect to the Company's plans,
compliance with the requirements of various regulatory agencies and
certain NASDAQ Stock Market listing rules, objectives, projections,
expectations and intentions and other statements identified by
words such as "projects," "may," "will," "could," "would," "should,
" "believes," "expects," "anticipates," "estimates," "intends,"
"plans," "potential" or similar expressions, as they relate to the
Company, its subsidiaries, or its management. These statements are
based upon the current beliefs and expectations of the Company's
management and are subject to significant risks and uncertainties,
including those detailed in the Company's filings with the
Securities and Exchange Commission. Actual results, performance,
prospects, and opportunities to may differ materially from those
set forth in, or implied by, the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties
that are subject to change based on various factors (many of which
are beyond the Company's control). The Company undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
APPIX - SCHEDULE 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ Preliminary Proxy Statement
]
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Akers Biosciences, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Dear Shareholder,
You recently received proxy materials in connection with the
annual meeting of shareholders of Akers Biosciences, Inc. ("Akers
Bio" or the "Company") to be held on December 7, 2018.
We understand shareholders have questions. We want to take this
opportunity to address some of those questions and to clarify the
current initiatives underway for the Company and the proposals we
are asking shareholders to approve.
Maximizing Shareholder Value
On November 7, 2018 the Company announced that the Board of
Directors has initiated a process to evaluate strategic
alternatives to maximize shareholder value. This process is
considering a range of potential strategic alternatives including,
but not limited to, business combinations; while simultaneously
supporting the Company's management and employees in the execution
of the Company's current business activities.
We recently confirmed that this process will consider a range of
potential strategic alternatives including, but not limited to,
business combinations in alternative sectors including cannabis
related industries, in which we believe opportunities exist for
significant value creation. Members of the Company's Board have
recently met with a number of companies in cannabis related
industries at the MJBizCon conference in Las Vegas, Nevada.
Furthermore, the Company has engaged the firm of Feuerstein Kulick
LLP, one of the preeminent law firms for companies operating in the
legal cannabis space, as a legal advisor as the Board continues its
evaluation of opportunities within the cannabis space.
There can be no assurance that the exploration of strategic
alternatives will result in any transaction or other
alternative.
New Leadership
On October 8, 2018, Howard R. Yeaton was appointed to the
position of Chief Executive Officer. Mr. Yeaton's role of Chief
Executive Officer is not a board position although he is working
very closely with the Board of Directors and reports to them. Mr.
Yeaton brings accounting and transaction experience with respect to
emerging public companies. He has over 30 years of senior financial
and strategic business experience and has served as a consultant to
the Company since April, 2018.
Over the last year, the Board of Directors has changed
significantly. John J. Gormally resigned both as Chief Executive
Officer and as a member of the Board of Directors of the Company on
October 8, 2018. In addition, two other board members, Raymond F.
Akers, Jr. and Richard C. Tarbox III resigned from the Board of
Directors in 2018.
The new leadership of the Company is highly focused on
delivering on its objective to maximize shareholder value for the
Company's shareholders.
Why did the Company do the Reverse Stock Split?
On November 28, 2017, the Company received a notice from Nasdaq
that it was not in compliance with the minimum bid price
requirement of $1.00 for its common stock.
In order to get the share price above the minimum $1.00 per
share requirement and maintain its listing on Nasdaq, the Company
announced on November 7, 2018 that it was effecting a reverse stock
split of its issued and outstanding common stock at a ratio of one
(1) share of common stock for every eight (8) shares of common
stock on November 8, 2018.
The reverse stock split uniformly affected all shareholders,
including the shares held by management.
Historically the Company's cash generated from operations has
not been sufficient to meet its expenses. The Company has financed
its operations principally through the raising of equity capital
through its listing on Nasdaq, debt and through trade credit with
vendors. The Company's ability to continue operations and to pay
its obligations when they become due is contingent upon obtaining
additional financing.
Our ability to grow and compete in the future would be adversely
affected if adequate capital is not available to the Company or not
available on terms favorable to the Company. In order to take
advantage of more favorable terms when raising capital, it is
imperative the Company maintain its listing on Nasdaq. We believe
that the reverse stock split was therefore an essential step
towards enabling the Company to maximize its future potential.
Why Should Shareholders Vote in Favor of the 2013 Plan?
On June 11, 2018, the Company received a letter from Nasdaq
notifying the Company that it had been determined by Nasdaq that
the Company violated the requirement that shareholder approval must
be obtained 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.
This violation occurred because, prior to the Company's initial
public offering in 2014, the Board of Directors then in place
approved the 2013 Incentive Stock and Award Plan. Nasdaq has
concluded the 2013 Plan was materially amended on two occasions
after the Company's public offering without obtaining the required
shareholder approval. These amendments occurred prior to the
current management team and Board of Directors being in place.
During the first quarter of 2018, the Company promptly notified
Nasdaq when it became aware of its potential non-compliance with
Nasdaq listing rules. On June 25, 2018, the Company submitted a
plan to Nasdaq to fix the issue by including a proposal for
shareholders to ratify the amendments to the 2013 plan in the proxy
statement for the 2018 annual meeting of shareholders. The Company
also agreed to suspend the trading of every share granted upon the
exercise of any share granted following the amendments and to
prevent the exercise of any options granted under the 2013 plan
until shareholders ratify the amendments at the 2018 annual
meeting.
The approval of this proposal will bring the Company back into
compliance with the listing rules and allow the Company's shares to
remain listed on Nasdaq, which we believe is essential to
maximizing the Company's future potential.
Why Should Shareholders Vote in Favor of the 2018 Plan?
The Board of Directors has unanimously approved and adopted the
Akers Biosciences, Inc. 2018 Equity Incentive Plan (the "2018
Plan"), and the board has unanimously approved and recommended that
stockholders approve and adopt the 2018 Plan.
Reasons for the Plan
The Company adopted the 2018 Plan to enable the Company and its
affiliated companies to:
-- recruit and retain highly qualified employees, directors and consultants to develop the Company
and help it to maximize shareholder value;
-- offer them a stake in the Company's success and therefore greater alignment with shareholders;
and
-- encourage ownership of the Company's stock by such individuals.
In order for the Company to attract and retain highly qualified
key individuals we believe that it is essential that the Company
has the ability, through the 2018 Plan, to incentivize them and to
align their interests with shareholders in maximizing the value of
the Company.
Why Did the Company Execute a Capital Raise In Early
November?
The Board of Directors and officers of the Company are committed
to identifying the best pathway to maximizing value for our
shareholders. An offering of common stock and warrants for gross
proceeds of $2 million last month has boosted the Company's balance
sheet, and we believe this helps to place the Company in a strong
position to evaluate strategic alternatives to maximize shareholder
value. I look forward to reporting further on this process when
appropriate.
Sincerely,
Howard Yeaton
Chief Executive Officer
THE BOARD OF DIRECTORS FULLY RECOMMS A "FOR" VOTE ON ALL FIVE
PROPOSALS
Vote Required for Election of Directors (Proposal No. 1). Our
Certificate of Incorporation, as amended, does not authorize
cumulative voting. New Jersey law provides that directors are to be
elected by a plurality of the votes of the shares present in person
or represented by proxy at the Annual Meeting and entitled to vote
on the election of directors. This means that the three (3)
candidates receiving the highest number of affirmative votes at the
Annual Meeting will be elected as directors. Only shares that are
voted in favor of a particular nominee will be counted toward that
nominee's achievement of a plurality. Shares present at the Annual
Meeting that are not voted for a particular nominee or shares
present by proxy where the shareholder properly withheld authority
to vote for such nominee will not be counted toward that nominee's
achievement of a plurality.
Vote Required to Approve Akers Biosciences, Inc. 2018 Equity
Incentive Plan (Proposal No. 2). The proposal to approve the Akers
Biosciences, Inc. 2018 Equity Incentive Plan as described elsewhere
in this Notice and Proxy Statement requires the affirmative vote of
a majority of the votes cast, in person or by proxy, at the Meeting
by the holders of shares of common stock entitled to vote.
Abstentions and broker non-votes will have no direct effect on the
outcome of this proposal.
Vote Required to Ratify the Amendments to the Akers Biosciences,
Inc. 2013 Equity Incentive Plan (Proposal No. 3). The proposal to
ratify the amendments to the Akers Biosciences, Inc. 2013 Equity
Incentive Plan as described elsewhere in this Notice and Proxy
Statement requires the affirmative vote of a majority of the votes
cast, in person or by proxy, at the Meeting by the holders of
shares of common stock entitled to vote. Abstentions and broker
non-votes will have no direct effect on the outcome of this
proposal.
Vote Required for the Advisory Resolution on Executive
Compensation Proposal (Proposal No. 4). An affirmative vote of a
majority of the votes cast, in person or by proxy, at the Meeting
by the holders of shares of Common Stock entitled to vote is
required to approve the non-binding, advisory resolution on our
executive compensation. Abstentions and broker non-votes will have
no direct effect on the outcome of this proposal.
Vote Required for Ratification of Auditors (Proposal No. 5). The
affirmative vote of a majority of the votes cast, in person or by
proxy, at the Meeting by the holders of shares of Common Stock
entitled to vote is required to ratify Morison Cogen LLP as our
independent registered public accounting firm for the year ending
December 31, 2018. Abstentions and broker non-votes will have no
direct effect on the outcome of this proposal.
Regardless of the number of shares you own, it is important that
they be represented at the annual shareholders meeting. Your vote
matters to us and we need your support in order to deliver on our
goals of maximizing value for you.
YOUR PARTICIPATION IS IMPORTANT - PLEASE VOTE TODAY!
If you have any questions relating to the shareholders meeting,
voting your shares, or need to request additional proxy materials,
you may call our proxy solicitation advisors Advantage Proxy
toll-free at 1-877-870-8565 between the hours of 9:00 a.m. and 9:00
p.m. Eastern Time, Monday through Friday.
We appreciate your support.
IF YOU HAVE RECENTLY MAILED YOUR PROXY OR CAST YOUR VOTE BY
PHONE OR OVER THE
INTERNET, PLEASE ACCEPT OUR THANKS AND DISREGARD THIS
REQUEST
IF YOUR SHARES ARE HELD IN A BROKERAGE ACCOUNT YOU SHOULD KNOW
THAT
YOUR BROKER WILL NOT VOTE YOUR SHARES IF THEY DON'T RECEIVE
INSTRUCTIONS FROM YOU. PLEASE VOTE YOUR SHARES NOW SO YOUR VOTE CAN
BE COUNTED WITHOUT DELAY
Akers Biosciences Exploring Potential Business Combinations in
Alternative Sectors Including Cannabis Industry
THOROFARE, N.J., Nov. 19, 2018 (GLOBE NEWSWIRE) - Akers
Biosciences, Inc. (NASDAQ: AKER) (AIM: AKR.L), ("Akers Bio" or the
"Company"), a developer of rapid health information technologies,
is pleased to provide an update on the process announced on
November 7, 2018 to evaluate strategic alternatives to maximize
shareholder value.
The Company can now confirm that this process will consider a
range of potential strategic alternatives including, but not
limited to, business combinations in alternative sectors including
cannabis related industries. Members of the Company's board have
recently met with a number of companies in cannabis related
industries at the MJBizCon conference in Las Vegas, Nevada.
Furthermore, the Company has engaged the firm of Feuerstein Kulick
LLP as a legal advisor as the board continues its evaluation of
opportunities within the cannabis space.
There can be no assurance that the exploration of strategic
alternatives will result in any transaction or other
alternative.
Howard R. Yeaton, Chief Executive Officer, commented:
"The Board of Directors and management of the Company are
considering a number of exciting opportunities for business
combinations including within the cannabis industry in which we
believe opportunities exist for significant value creation. At the
same time, we remain focused on our current business operations and
customers and look forward to reporting further developments when
appropriate."
About Akers Biosciences, Inc.
Akers Bio develops, manufactures, and supplies rapid screening
and testing products designed to deliver quicker and more
cost-effective healthcare information to healthcare providers and
consumers. The Company has advanced the science of diagnostics
while responding to major shifts in healthcare through the
development of several proprietary platform technologies. The
Company's state-of-the-art rapid diagnostic assays can be performed
virtually anywhere in minutes when time is of the essence. The
Company has aligned with major healthcare companies and high volume
medical product distributors to maximize product offerings, and to
be a major worldwide competitor in diagnostics.
Additional information on the Company and its products can be
found at www.akersbio.com.
Cautionary Note Regarding Forward-Looking Statements
Statements contained herein that are not based upon current or
historical fact are forward-looking in nature and constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements reflect the Company's expectations about its future
operating results, performance and opportunities that involve
substantial risks and uncertainties. Such statements may include,
without limitation, statements with respect to the Company's plans,
compliance with the requirements of various regulatory agencies and
certain NASDAQ Stock Market listing rules, objectives, projections,
expectations and intentions and other statements identified by
words such as "projects," "may," "will," "could," "would," "should,
" "believes," "expects," "anticipates," "estimates," "intends,"
"plans," "potential" or similar expressions, as they relate to the
Company, its subsidiaries, or its management. These statements are
based upon the current beliefs and expectations of the Company's
management and are subject to significant risks and uncertainties,
including those detailed in the Company's filings with the
Securities and Exchange Commission. Actual results, performance,
prospects, and opportunities to may differ materially from those
set forth in, or implied by, the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties
that are subject to change based on various factors (many of which
are beyond the Company's control). The Company undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
Inquiries:
Akers Biosciences, Inc.
Howard R. Yeaton, Chief Executive Officer and Interim Chief
Financial Officer
Tel. +1 856 848 8698
Vigo Communications (Global Public Relations)
Ben Simons / Fiona Henson
Tel. +44 (0)20 7390 0234
Email: akers@vigocomms.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOAFKADBCBDKQDB
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November 26, 2018 09:00 ET (14:00 GMT)
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