Business Context and Reporting Period
Company: Akers Biosciences, Inc. (Ticker: AKER)
Filing Type: Form 8-K (Current Report)
Date of Report: April 7, 2020
Reporting Period: Event date April 7, 2020; Closing expected April 8, 2020.
The Company entered into a Securities Purchase Agreement to conduct a registered direct offering of common stock to institutional and accredited investors.
Key Financial Metrics
| Metric | Value |
|---|---|
| Gross Proceeds | Approximately $4.6 million |
| Shares Issued | 766,667 shares of Common Stock |
| Offering Price | $6.00 per share |
| Placement Agent Fees | 7.5% cash fee + 1.0% management fee of gross proceeds |
| Placement Agent Warrants | 61,333 warrants at $7.50 exercise price (5-year term) |
| Estimated Net Proceeds | Approximately $4.1 million |
Note: This filing does not provide revenue, profit, cash flow, margins, or debt figures for the Company.
Material Changes and Transaction Details
- Capital Raise: The Company is raising capital via a registered direct offering under an effective shelf registration statement (File No. 333-234449).
- Use of Proceeds:
- $250,000 allocated to pay former members of Cystron Biotech, LLC (approx. one-third payable to associated persons of the Placement Agent).
- Remaining net proceeds designated for working capital and general corporate purposes.
- Unregistered Sales: Placement Agent Warrants are issued pursuant to Section 4(a)(2) and Regulation D exemptions.
Outlook, Risks, and Management Commentary
- Closing Conditions: The transaction is subject to customary closing conditions and is expected to close on or about April 8, 2020.
- Representations: The filing explicitly states that representations and warranties in the Purchase Agreement are for risk allocation between parties and do not constitute statements of fact for investors.
- Expense Allocation: The Company will pay $50,000 for non-accountable expenses and $12,900 for clearing expenses to the Placement Agent.
Investor Verification Checklist
- Verify the final closing date and confirmation of the $4.1 million net proceeds.
- Review the specific terms of the Membership Interest Purchase Agreement with Cystron Biotech, LLC regarding the $250,000 payment.
- Confirm the dilution impact of the 766,667 new shares and 61,333 Placement Agent Warrants on existing shareholders.
- Check subsequent filings for any changes to the use of proceeds or additional offering expenses.