AKERS BIOSCIENCES, INC. (NASDAQ:AKER) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Placement Agency Agreement
On March 30, 2017, Akers Biosciences, Inc. (the Company)
entered into a Placement Agency Agreement (the Placement
Agency Agreement) with Joseph Gunnar Co., LLC (Joseph
Gunnar), to which Joseph Gunnar was to act as placement agent
in connection with the private placement (the Offering) of
the Companys common stock (Common Stock) and warrants (the
Purchaser Warrants) to purchase Common Stock. The term of
the Agreement was from March 30, 2017 until the completion of the
Offering. As described below, the Offering was completed on March
30, 2017. to the Placement Agency Agreement, Joseph Gunnar
received compensation of (i) a cash fee equal to 7% of the gross
proceeds of the Offering received by the Company; (ii) 72,420
warrants to purchase Common Stock (the Placement Agent
Warrants); and (iii) reimbursement for actual expenses of
$50,000. The Placement Agent Warrants have a strike price of
$1.96, and are exercisable from September 30, 2017 through
January 9, 2022.
Securities Purchase Agreement and Registration Rights
Agreement
In connection with the Offering, on March 30, 2017, the Company
entered into a Securities Purchase Agreement (the Securities
Purchase Agreement) and a Registration Rights Agreement (the
Registration Rights Agreement) with four purchasers (the
Purchasers). to the Securities Purchase Agreement, the
Purchasers purchased an aggregate of $2,027,760 of Common Stock
and Purchaser Warrants (the SPA Securities) at a price of
$1.40 per share of Common Stock and Purchaser Warrants to
purchase up to fifty percent of the Common Stock sold in the
Offering. The Purchaser Warrants have a strike price of $1.96,
and are exercisable from September 30, 2017 through March 30,
2022. The Securities Purchase Agreement contains customary
representations, warranties, agreements and conditions to
completing future sale transactions, indemnification rights and
obligations of the parties. Additionally, the Purchasers may
participate in a subsequent offering of the Companys securities
in an aggregate amount of up to 35% of the subsequent offering.
In connection with the Securities Purchase Agreement, on March
30, 2017, the Company entered into a Registration Rights
Agreement (the Registration Rights Agreement) with the
Purchasers. to the Registrations Rights Agreement, the Company
shall file with the Securities and Exchange Commission (the
SEC) a Registration Statement (the Registration
Statement) covering the resale of all the SPA Securities. The
Company must use its best efforts to cause the Registration
Statement to be declared effective by the SEC by April 19, 2017
(or in the event of a full review by the SEC, by May 19, 2017).
The Registration Rights Agreement contains customary
representations, warranties, agreements and indemnification
rights and obligations of the parties.
The foregoing description of the terms of the Placement Agency
Agreement, Securities Purchase Agreement, Registration Rights
Agreement, Purchaser Warrants, and Placement Agent Warrants does
not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as, respectively,
Exhibits 10.1, 10.2, 10.3, 4.1, and 4.2 to this current report on
Form 8-K.
Item 3.02 Unregistered Sales of Equity
Securities
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the securities whose information is set forth in
this Item 3.02 and Item 1.01 of this Current Report on Form 8-K
were not registered under the Securities Act of 1933, as amended
(the Securities Act), but qualified for exemption under
Section 4(a)(2) of the Securities Act because the issuance of
such securities by the Company complied with Regulation D (Rule
506(b)).
Item 9.01. Exhibits
(d) Exhibits
| Exhibit No. | Exhibit | |
| 4.1 | Form of Purchaser Warrant. | |
| 4.2 | Form of Placement Agent Warrant. | |
| 10.1 |
Form of Placement Agency Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc. and Joseph Gunnar and Co., LLC. |
|
| 10.2 |
Form of Securities Purchase Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc. and various purchasers. |
|
| 10.3 |
Form Registration Rights Agreement, dated March 30, 2017, |
AKERS BIOSCIENCES, INC. (NASDAQ:AKER) Recent Trading Information
AKERS BIOSCIENCES, INC. (NASDAQ:AKER) closed its last trading session 00.00 at 1.60 with 118,061 shares trading hands.
