Business Context and Reporting Period
Company: Akers Biosciences, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 15, 2018
Event Date: June 11, 2018
Context: The Company is an emerging growth company incorporated in New Jersey. This filing addresses a regulatory notice regarding compliance with Nasdaq listing rules.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on a corporate governance and listing compliance matter.
Material Changes and Events
- Nasdaq Non-Compliance Notice: On June 11, 2018, the Company received a letter from the Nasdaq Listing Qualifications Department stating it violated Listing Rule 5635(c).
- Violation Details: The Company failed to obtain shareholder approval for material amendments to its 2013 Incentive Stock and Award Plan made after its public listing.
- Specific Amendments:
- January 9, 2015: Increased available shares from 400,000 to 800,000.
- October 5, 2016: Increased available shares from 800,000 to 830,000.
- Current Status: The letter has no immediate effect on the listing of the Company's common stock.
Outlook, Risks, and Management Commentary
- Compliance Plan: The Company has until June 25, 2018, to submit a plan to regain compliance to Nasdaq.
- Extension Possibility: If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days to evidence compliance.
- Management Action: The Company intends to promptly submit a compliance plan. It previously notified Nasdaq of potential non-compliance in Q1 2018 and responded to a request for information on May 31, 2018.
- Risk: Failure to regain compliance could result in delisting, though no such action is currently in effect.
Investor Verification Checklist
- Verify the Company's submission of a compliance plan to Nasdaq by the June 25, 2018 deadline.
- Monitor for shareholder meeting announcements to approve the retroactive validation of the 2013 Plan amendments.
- Confirm whether Nasdaq grants the requested 180-day extension for compliance.
- Review the attached Exhibit 99.1 (Nasdaq Letter) for specific conditions imposed by the exchange.