Business Context and Reporting Period
This Form 8-K Current Report was filed by Akers Biosciences, Inc. (the "Company") on December 7, 2018. The report details the results of the Company's 2018 Annual Meeting of Shareholders held on the same date and the adoption of the Akers Biosciences, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). The Company is an emerging growth company incorporated in New Jersey.
Key Financial Metrics
This filing is a current report regarding corporate governance and equity plans; it does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial performance metrics.
Material Changes and Corporate Actions
- Equity Plan Adoption: Shareholders approved the 2018 Equity Incentive Plan, authorizing the issuance of up to 1,875,000 shares of common stock for awards including options, restricted stock, RSUs, and SARs.
- Strategic Review: The Board has initiated a process to evaluate strategic alternatives to maximize shareholder value, including potential business combinations. No assurance is given that a transaction will result.
- Stock Split Context: Voting results reflect share counts prior to a one-for-eight (1-for-8) reverse stock split effectuated on November 8, 2018.
- Director Elections: Joshua Silverman, Bill J. White, and Christopher C. Schreiber were elected to the Board of Directors.
Shareholder Voting Results
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Election of Directors | 18,383,118 - 18,502,769 (per nominee) | 4,811,270 - 4,930,921 (per nominee) | N/A |
| Approve 2018 Equity Incentive Plan | 15,332,833 | 7,597,513 | 383,693 |
| Ratify 2013 Plan Amendments | 17,855,378 | 5,199,177 | 259,544 |
| Advisory Vote on Executive Compensation | 14,553,033 | 8,136,695 | 624,311 |
| Ratify Auditor (Morison Cogen LLP) | 56,011,783 | 4,312,513 | 1,058,424 |
Guidance, Outlook, and Risks
Strategic Outlook: The Company is actively exploring strategic alternatives. Management stated it will not disclose developments regarding this review until the process is complete or further disclosure is deemed appropriate.
Equity Plan Features:
- Clawback Provisions: Awards may be subject to recoupment under current or future clawback policies.
- Change in Control: The plan includes provisions for acceleration of vesting, cash settlement, or assumption of awards in the event of a change in control.
- Tax Qualification: The plan is designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, though no assurance is given that all awards will be fully deductible.
Risks: There is no assurance that the exploration of strategic alternatives will result in any transaction. The filing does not disclose specific operational or financial risks beyond standard equity plan contingencies.
Key Facts for Investor Verification
- Verify the current status of the strategic alternatives review process, as no transaction is guaranteed.
- Confirm the post-split share count and the impact of the 1-for-8 reverse stock split on the 1,875,000 shares authorized under the new plan.
- Review the specific terms of the 2018 Equity Incentive Plan (Exhibit 10.1) for details on vesting schedules and performance goals.
- Monitor future filings for updates on the strategic review or any resulting business combinations.
- Note that the Company has a small workforce (20 employees, 2 officers, 3 directors, 1 consultant) eligible for the plan.