Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nasdaq  >  Akers Biosciences, Inc.    AKER

AKERS BIOSCIENCES, INC.

(AKER)
  Report
SummaryQuotesChartsNewsCompanyFinancials 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

AKERS BIOSCIENCES : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K/A)

11/13/2020 | 09:27am EST

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger and Reorganization

On November 11, 2020, Akers Biosciences, Inc. ("Akers" or the "Company"), XYZ Merger Sub Inc., a Florida corporation and a wholly-owned subsidiary of Akers ("Merger Sub"), and MYMD Pharmaceuticals, Inc., a privately-held Florida corporation ("MYMD"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into MYMD, with MYMD being the surviving corporation and becoming a wholly-owned subsidiary of the Company (the "Merger"). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. In addition, in connection with the execution of the Merger Agreement, Akers agreed to advance a bridge loan of up to $3,000,000 to MYMD pursuant to a Secured Promissory Note.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) each outstanding share of common stock of MYMD ("MYMD common stock"), will be converted into the right to receive the number of shares of the common stock of Akers (the "Akers common stock") equal to the exchange ratio described below; and (ii) each outstanding stock option of MYMD (collectively, "MYMD options") that has not previously been exercised prior to the Effective Time, whether or not vested, will be assumed by the Company subject to certain terms contained in the Merger Agreement (including, but not limited to, the amendment of such stock option to extend the term of such stock option for a period expiring on the second-year anniversary of the Effective Time). In connection with the Merger, each holder of options is required to enter into a Lock-Up Agreement/Leak-Out Agreement with respect to the shares of Akers common stock issued upon the exercise of such option. Also, not later than 30 days after the second-year anniversary of the Effective Date, the Company will pay stockholders of MYMD on a pro rata basis an amount in cash equal to the aggregate cash proceeds received by Akers from the exercise of any MYMD options assumed by the Company prior to the second-year anniversary of the Effective Time; provided, however, the amount of such payment will not exceed the maximum amount of cash consideration that may be received by stockholders of MYMD without affecting the intended tax consequences of the Merger.

Additionally, under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration to MYMD stockholders in the form of milestone payments payable in shares of Akers common stock (collectively, the "Milestone Payments"). The Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events set forth opposite such dollar amount during the 36-month period immediately following the Effective Date (the "Milestone Period") as follows:




Milestone Event                           Milestone Payment

Market capitalization of Akers for at     $20 million.
least 10 trading days during any 20
consecutive trading day period during
the Milestone Period is equal to or
greater than $500 million (the "First
Milestone Event").

For every $250 million incremental $10 million per each incremental increase in market capitalization of increase (it being understood, however, Akers after the First Milestone Event that, if such incremental increase to the extent such incremental increase results in market capitalization equal occurs for at least 10 trading days to $1 billion , such $20 million during any 20 consecutive trading day payment in respect of such incremental period during the Milestone Period, up increase shall be payable without to a $1 billion market capitalization duplication of any amount payable in of Akers.

                                 respect of a Second Milestone Event).

Market Capitalization of Akers for at     $25 million.
least 10 trading days during any 20
consecutive trading day period is equal
to or greater than $1 billion (the
"Second Milestone Event").

For every $1 billion incremental          $25 million per each incremental
increase in market capitalization of      increase.
Akers after the Second Milestone Event
to the extent such incremental increase
occurs for at least 10 trading days
during any 20 consecutive trading day
period during the Milestone Period.

Each milestone payment will be payable in shares of common stock of Akers (the "Milestone Shares"), with the number of Milestone Shares to be issued determined by dividing the applicable Milestone Payment amount by the volume-weighted average price of a share of Akers' common stock during the 10 trading days immediately preceding the achievement of the milestone event; provided, however, that in no event shall the price of a share of Akers common stock used to determine the number of Milestone Shares to be issued be deemed to be less than $5.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, and the like occurring after the Closing Date).

Notwithstanding the above, the number of Milestone Shares payable by Akers shall not exceed the number of shares of Akers common stock to be issued to MyMD stockholders at the Effective Time in connection with the Merger (as described in the following paragraph).

Under the exchange ratio formula in the Merger Agreement, upon the closing of the Merger, the former MYMD securityholders are expected to own approximately 80% of the aggregate number of shares of Akers common stock issued and outstanding immediately following the consummation of the Merger (the "Post-Closing Shares"), and the stockholders of the Company as of immediately prior to the Merger are expected to own approximately 20% of the aggregate number of Post-Closing Shares.

Immediately prior to the Effective Time, the name of the Company will be changed from "Akers Biosciences, Inc." to "MyMD Pharmaceuticals, Inc." At the Effective Time, the Merger Agreement contemplates that the board of directors of the Company will consist of seven directors, with (i) Akers having the right to designate up to four members and (ii) MYMD having the right to designate up to three members. The officers of the Company immediately after the Effective Time will be elected by the board of directors of Akers.

The Merger Agreement contains customary representations, warranties and covenants made by the Company and MYMD, including covenants relating to obtaining the requisite approvals of the stockholders of the Company and MYMD, indemnification of directors and officers, and the Company's and MYMD's conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the Merger. Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of Akers and MYMD.

The Merger Agreement contains certain termination rights for both the Company . . .

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K related to the Shares, the Warrants, the Placement Agent Warrants, and the shares of Akers common stock issuable upon the exercise of Warrants and Placement Agent Warrants is incorporated herein by reference.


Item 8.01 Other Events.


On November 11, 2020, the Company issued a joint press release with MYMD relating to the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits




Exhibit
Number                                  Description
2.1*+       Agreement and Plan of Merger and Reorganization, dated November 11,
          2020, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and
          MYMD Pharmaceuticals, Inc.
2.2+        Form of Voting Agreement, by and between Akers Biosciences, Inc. and
          the directors, officers and certain specified stockholders of MyMD
          Pharmaceuticals, Inc.
2.3+        Form of Voting Agreement, by and between MYMD Pharmaceuticals, Inc.
          and the directors, officers and certain stockholders of Akers
          Biosciences, Inc.
4.1+        Form of Pre-Funded Warrant. of Akers Biosciences, Inc.
4.2+        Form of Investor Warrant. of Akers Biosciences, Inc.
10.1+       Form of Lock-Up/Leak-Out Agreement
10.2+       The Secured Promissory Note, dated November 11, 2020, by and between
          Akers Biosciences, Inc. and MYMD Pharmaceuticals, Inc.
10.3+       Form of Securities Purchase Agreement, dated November 11, 2020, by and
          between Akers Biosciences, Inc. and purchasers named therein
10.4+       Form of Lock-Up and Support Agreement, dated November 11, 2020, by and
          between Akers Biosciences, Inc. and its stockholders named therein
99.1+       Press Release, dated November 11, 2020

*The schedules and exhibits to the Agreement and Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

+ Previously filed.

© Edgar Online, source Glimpses

All news about AKERS BIOSCIENCES, INC.
2020AKERS BIOSCIENCES INVESTOR ALERT BY : Kahn Swick & Foti, LLC Investigates Merge..
BU
2020AKERS BIOSCIENCES : ' Proposed Merger Partner MyMD Pharmaceuticals Announces Iss..
BU
2020AKERS BIOSCIENCES, INC. : Change in Directors or Principal Officers (form 8-K)
AQ
2020AKERS BIOSCIENCES, INC. : Other Events, Financial Statements and Exhibits (form ..
AQ
2020AKERS BIOSCIENCES, INC. : Other Events, Financial Statements and Exhibits (form ..
AQ
2020REMINDER : Akers Biosciences Schedules Conference Call to Discuss Merger with My..
BU
2020AKERS BIOSCIENCES INVESTOR ALERT BY : Kahn Swick & Foti, LLC Investigates Merge..
BU
2020AKERS BIOSCIENCES : Management's Discussion and Analysis of Financial Condition ..
AQ
2020AKERS BIOSCIENCES, INC. : Other Events (form 8-K)
AQ
2020AKERS BIOSCIENCES : Entry into a Material Definitive Agreement, Unregistered Sal..
AQ
More news
Financials (USD)
Sales 2019 1,58 M - -
Net income 2019 -3,89 M - -
Net cash 2019 9,68 M - -
P/E ratio 2019 -0,50x
Yield 2019 -
Capitalization 25,3 M 25,3 M -
EV / Sales 2018 5,19x
EV / Sales 2019 -3,83x
Nbr of Employees 12
Free-Float 84,1%
Chart AKERS BIOSCIENCES, INC.
Duration : Period :
Akers Biosciences, Inc. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends AKERS BIOSCIENCES, INC.
Short TermMid-TermLong Term
TrendsBullishBearishBearish
Income Statement Evolution
Managers and Directors
NameTitle
Christopher C. Schreiber President & Chief Executive Officer
Joshua Nathaniel Silverman Chairman
Stuart Benson Chief Financial Officer
Bill Joe White Independent Non-Executive Director
Robert C. Schroeder Independent Non-Executive Director
Sector and Competitors
1st jan.Capitalization (M$)
AKERS BIOSCIENCES, INC.43.22%25
ABBOTT LABORATORIES3.06%193 340
MEDTRONIC PLC-0.48%156 919
BECTON, DICKINSON AND COMPANY3.41%75 258
HOYA CORPORATION-4.52%48 809
ALIGN TECHNOLOGY, INC.-0.06%42 112