Wed, 6th Mar 2019 07:00
March 6, 2019
Akers Biosciences, Inc.
Result of Special Meeting of Shareholders
Cancellation of Admission of Common Stock to Trading on AIM
Form 8-K Filing
Akers Biosciences, Inc. (NASDAQ: AKER) (AIM: AKR.L), (the "Company" or "Akers Bio"), a developer of rapid health information technologies, announces that, at the Special Meeting of Shareholders held yesterday, the Company's shareholders approved the special resolution to cancel the admission of the Company's common stock of no par value (the "Common Stock") to trading on AIM, a market operated by London Stock Exchange plc (the "AIM Cancellation").
Accordingly, the last day of dealings in the Company's Common Stock on AIM will be March 28, 2019 and, as detailed in the Company's DEF 14A filing on February 5, 2019 (the "DEF 14A") and its announcement on February 6, 2019 (the "RNS Announcement"), trading in the Company's Common Stock on AIM will cease, and the AIM Cancellation will become effective, at 7.00 a.m. (GMT) on March 29, 2019. The AIM Cancellation is subject to a dealing notice, as defined in the AIM Rules for Companies, being issued by London Stock Exchange plc. The AIM Cancellation has no effect on the listing of the Company's Common Stock on NASDAQ Capital Market which will continue as usual.
Shareholders whose shares are registered on the Company's Jersey (Channel Islands) Branch Register, including holders of Depositary Interests, who have not already done so are encouraged to read the DEF 14A or RNS Announcement (available within the US SEC Filings and UK RNS Announcements sections respectively of the Company's website at www.akersbio.com) for detailed information regarding the effects of the AIM Cancellation.
The Company has filed a Form 8-K with the U.S. Securities and Exchange Commission in connection with the Special Meeting of Shareholders. The Form 8-K 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.
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
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.
APPENDIX - FORM 8-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2019
AKERS BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
201 Grove Road
Thorofare, New Jersey USA 08086
(Address of principal executive offices, including zip code)
(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 Company under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 5, 2019, Akers Biosciences, Inc. (the "Company") held a special meeting of shareholders (the "Special Meeting"). The number of shares of common stock of the Company (the "Common Stock") entitled to vote at the Special Meeting was 12,482,708. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 7,650,410. Greater than 33.34% of the shares of Common Stock outstanding and entitled to vote at the Special Meeting were present in person or by proxy, thereby constituting a quorum. All matters submitted to a vote of the Company's stockholders at the Special Meeting were approved. The voting results reported below are final.
The following is a tabulation of the voting on the proposal presented at the Special Meeting:
Proposal 1: To approve the cancellation of the admission of the Company's common stock of no par value to trading on AIM, a market operated by London Stock Exchange, and that the directors and officers of the Company be authorized to take all steps which are necessary or desirable in order to effect such cancellation (the "Cancellation Proposal").
Shares Voted For
On the basis of the above votes, the Cancellation Proposal was adopted. With the approval of the Cancellation Proposal, it is anticipated that trading in the Common Stock on AIM will cease, and the delisting will take effect, from 7.00 a.m. (GMT) on March 29, 2019. Upon the delisting becoming effective, finnCap Limited will cease to be the nominated adviser and broker to the Company in the UK and the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules. The Company will remain subject to the rules and corporate governance requirements promulgated by the SEC and NASDAQ.
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: March 5, 2019
/s/ Howard R. Yeaton
Howard R. Yeaton
Chief Executive Officer