Amended Current Report Filing (8-k/a)
2018年11月3日 - 1:17AM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 31, 2018
AKERS
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
New
Jersey
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001-36268
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22-2983783
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
Number)
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201
Grove Road
Thorofare,
New Jersey USA 08086
(Address
of principal executive offices, including zip code)
(856)
848-8698
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A (Amendment No. 1) (the “8-K/A”) amends the Current Report on Form 8-K filed by Akers
Biosciences, Inc. (the “
Company
”) with the Securities and Exchange Commission on October 31, 2018 (the “
Original
8-K
”) to report the Company’s signing of
a securities purchase agreement
with certain investors (the “
Purchase Agreement
”) pursuant to which the Company agreed to issue and sell
an aggregate of (i) 5,555,556 shares of common stock and (ii) warrants to purchase 5,555,556 shares of common stock (the “
Warrants
”).
The combined purchase price for one share of common stock and each Warrant is $0.36 (the “
Offering
”). The purpose
of this 8-K/A is to report the closing of the transactions contemplated by the Purchase Agreement and to affix a copy of the opinion
of
Ellenoff Grossman & Schole LLP relating to the legality of the securities offered
by the Company in the Offering
. Except as set forth herein, no modifications have been made to the information contained
in the Original 8-K.
Item
1.01 Entry into a Material Definitive Agreement
On
November 2, 2018, the Company closed its offering of common stock and Warrants for gross proceeds of $2 million. A copy of the
opinion of Ellenoff Grossman & Schole LLP relating to the legality of the securities offered by us is attached as Exhibit
5.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
*
filed previously with the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on October 31,
2018.
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.
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AKERS BIOSCIENCES, INC.
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Date:
November 2, 2018
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By:
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/s/
Howard R. Yeaton
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Howard
R. Yeaton
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Chief
Executive Officer
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Akers Biosciences (NASDAQ:AKER)
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