31 Oct 2018 13:35
October 31, 2018
Akers Biosciences, Inc.
Issue of Equity
&
Form 8-K Filing
Akers Biosciences, Inc. (NASDAQ: AKER) (AIM: AKR.L), ("Akers Bio" or the "Company"), a developer of rapid health information technologies, announces that the Company has entered into a securities purchase agreement with certain investors (the "Purchase Agreement") pursuant to which the Company agreed to sell an aggregate of 5,555,556 shares of common stock and warrants to purchase approximately 5,555,556 shares of common stock (the "Warrants"). The combined purchase price for one share of common stock and each Warrant will be priced at $0.36 (the "Offering"). The gross proceeds from the Offering are approximately $2,000,000. The Purchase Agreement contains customary representations, warranties, and covenants by the Company. The Offering is conditional upon settlement of funds by investors. The Company expects to release a further announcement at the time of closing of the Offering.
Each Warrant will have an initial exercise price of $0.47 per share, will be exercisable immediately after the date of issuance and will expire five years from the date it becomes exercisable. Subject to limited exceptions, a holder of the Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company's common stock outstanding immediately after the exercise. The exercise price of the Warrants, and in some cases the number of shares of common stock issuable upon exercise of the Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the common stock.
Proceeds from the Offering will be used by the Company for general working capital purposes.
The Company has concurrently with this announcement filed a Form 8-K with the U.S. Securities and Exchange Commission in connection with the Offering. A copy of the Form 8-K (and Exhibits therein) is available to view on Akers Bio's website at www.akersbio.com or on www.sec.gov and the text of the Form 8-K appears below:
Item 1.01 Entry into a Material Definitive Agreement
Akers Biosciences, Inc. (the "Company"), entered into a securities purchase agreement with certain investors (the "Purchase Agreement") pursuant to which the Company agreed to sell an aggregate of 5,555,556 shares of common stock and warrants to purchase approximately 5,555,556 shares of common stock (the "Warrants"). The combined purchase price for one share of common stock and each Warrant will be priced at $0.36 (the "Offering"). The Purchase Agreement contains customary representations, warranties, and covenants by the Company.
Each Warrant will have an initial exercise price of $0.47 per share, will be exercisable immediately after the date of issuance and will expire five years from the date it becomes exercisable. Subject to limited exceptions, a holder of the Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company's common stock outstanding immediately after the exercise. The exercise price of the Warrants, and in some cases the number of shares of common stock issuable upon exercise of the Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the common stock.
In addition, the Warrants provide that, in the event of a fundamental transaction (as such term is described in the Warrant), the holder of such Warrant, at the holder's option, may receive, for each warrant share (as such term is described in the Warrant) that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which the Warrant is exercisable immediately prior to such fundamental transaction. If holders of common stock are given any choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the alternate consideration it receives upon any exercise of the Warrant following such fundamental transaction. The Company shall cause any successor entity (as such term is described in the Warrant), at the option of the holder, to deliver to the holder in exchange for the Warrant a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the Warrant which is exercisable for a corresponding number of shares of capital stock of such successor entity (or its parent entity) equivalent to the shares of common stock acquirable and receivable upon exercise of the Warrant (without regard to any limitations on the exercise of this Warrant) prior to such fundamental transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock.
The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-214214), previously filed with the Securities and Exchange Commission on October 24, 2016 and declared effective on November 17, 2016. Such securities are being offered only by means of a prospectus.
The foregoing is only a summary of the material terms of the Purchase Agreement and the Warrants and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing description is qualified in its entirety by reference to the form of Warrant and the form of Purchase Agreement, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report and incorporated herein by reference (see Form 8-K for Exhibits).
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. Follow us on Twitter @AkersBio.
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.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.