Item 1.01 Entry Into a Material Definitive Agreement.
Settlement Agreement and General Release
On August 3, 2020, Akers Biosciences, Inc. (the "Company") entered into a
Settlement Agreement and General Release (the "SAGR") with ChubeWorkx Guernsey
Limited ("ChubeWorkx"). The Company and ChubeWorkx entered into the SAGR to
terminate a prior Settlement Agreement, dated August 17, 2016, by and among the
Company and ChubeWorkx (the "Prior Settlement Agreement" and, collectively with
all other contracts, agreements and understandings by and between the Company
and ChubeWorkx, whether written or oral, the "Prior Agreements"), pursuant to
which the Company granted ChubeWorkx a security interest in substantially all of
the Company's assets, and to fully and finally settle and compromise any and all
current and future claims and liabilities of any nature arising between the
Company and ChubeWorkx in relation to, or otherwise connected with, the Prior
Agreements, on the terms set forth in the SAGR.
As consideration for the settlement of claims pursuant to the SAGR, the Company
will (i) pay to ChubeWorkx an amount equal to USD 300,000 and (ii) deliver to
ChubeWorkx with 500,000 shares of the Company's common stock (the "Shares"). The
Company granted ChubeWorkx registration rights with respect to the Shares. In
the event that the Company fails to file a resale registration statement
covering the Shares by August 18, 2020 (the "Filing Deadline"), or fails to
cause such registration statement to be declared effective by the earlier of
October 2, 2020 or 45 days after the filing of such registration statement (the
"Effectiveness Deadline"), then, on each of the Filing Deadline and the
Effectiveness Deadline, as the case may be, and on each monthly anniversary
thereof (if the such registration statement shall not have been filed or
declared effective by such date, as the case may be) until such registration
statement is filed or declared effective, the Company shall pay to ChubeWorkx an
amount in cash, as partial liquidated damages equal to 1.0% of the market value
of the Shares.
Leak-Out and Support Agreement
On August 3, 2020, as an inducement to enter into the SAGR, and as one of the
conditions to the consummation of the transactions contemplated by the SAGR,
ChubeWorkx entered into a Leak-Out and Support Agreement with the Company (the
"Support Agreement"), pursuant to which ChubeWorkx agreed to vote the Shares in
favor of each matter proposed and recommended for approval by the Company's
board of directors or management at every meeting of the stockholders and on any
action or approval by written consent of the stockholders.
The foregoing summaries of the SAGR and the Support Agreement are not complete
and are qualified in their entirety by reference to the full text of the
exhibits to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference. The securities issued to ChubeWorkx pursuant
to the SAGR were issued in reliance upon the exemption from the registration
requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Regulation D (Rule 506) under the Securities Act. Each
Seller represented that it was an "accredited investor" (as defined by Rule 501
under the Securities Act).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Settlement Agreement and General Release, dated as of August 3, 2020,
by and among Akers Biosciences, Inc. and ChubeWorkx Guernsey Limited
10.2 Leak-Out and Support Agreement, dated as of August 3, 2020, by and
among Akers Biosciences, Inc. and ChubeWorkx Guernsey Limited
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