Business Context and Reporting Period
This Form 8-K is filed by Akers Biosciences, Inc. (the "Company"), a New Jersey corporation, with a report date of December 19, 2017. The filing primarily addresses corporate governance amendments and the closing of a public securities offering.
Key Financial Metrics and Capital Structure
The filing details a capital raise event rather than operational financial performance. The Company closed a public offering on December 21, 2017, consisting of two classes of units:
- Class A Units: 21,500,000 units sold at $0.15 per unit. Each unit includes one share of Common Stock and one Warrant to purchase one share of Common Stock.
- Class B Units: 3,675 units sold at $1,000 per unit. Each unit includes one share of Series B Convertible Preferred Stock (stated value $1,000), convertible into 24,500,000 shares of Common Stock, and Warrants to purchase 24,500,001 shares of Common Stock.
- Warrant Terms: Exercise price of $0.1875; exercisable immediately upon issuance; expiration five years from issuance.
- Underwriting: Joseph Gunnar & Co., LLC served as underwriter and fully exercised its over-allotment option.
The filing text does not provide specific values for revenue, profit, cash flow, operating margins, existing debt, or liquidity positions.
Material Changes
Two material events are reported:
- Amendment to Certificate of Incorporation: On December 19, 2017, the Company filed a Certificate of Amendment with the State of New Jersey to establish the rights, preferences, and limitations of its Series B Convertible Preferred Stock.
- Securities Offering: The Company completed a public offering pursuant to an effective Form S-1 Registration Statement (File No. 333-221746), significantly altering its capital structure through the issuance of new equity and warrants.
Outlook, Risks, and Management Commentary
Management commentary is limited to the announcement of the offering closing and the effective date of the Certificate of Amendment. The filing does not contain forward-looking guidance, specific risk factors, or discussion of contingencies beyond the standard disclosure of the offering terms.
Investor Verification Checklist
- Verify the total gross proceeds raised from the Class A and Class B unit sales.
- Confirm the dilution impact of the 24,500,000 shares issuable upon conversion of Series B Preferred Stock and the 46,000,001 total warrants issued.
- Review the full text of the Certificate of Designation (Exhibit 3.1) for specific liquidation preferences or voting rights attached to the Series B Preferred Stock.
- Check subsequent filings for the use of proceeds from the offering.