Q/C TECHNOLOGIES, INC. — Annual Report 2016

Apr 18, 2017

10-K/A 1 form10-ka.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2016

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

AKERS BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

| New

Jersey	001-36268	22-2983783
(State
or other jurisdiction of	(Commission	(I.R.S.
Employer
incorporation
or organization)	File
Number)	Identification
Number)

201 Grove Road

Thorofare, New Jersey USA 08086

(Address of principal executive offices, including zip code)

(856) 848-8698

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

| Large Accelerated Filer [ ] | Accelerated Filer [ ] | | --- | --- | | Non-Accelerated Filer [ ] | Smaller reporting company [X] |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2016, based on a closing price of $3.22 was $14,897,365. As of April 5, 2017, the registrant had 8,853,745 shares of its common stock, no par value per share, outstanding.

Documents Incorporated By Reference: None .

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EXPLANATORY NOTE

This Amendment (the “Amendment”) to Akers Biosciences, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on April 11, 2017 (the “Form 10-K”), is being filed with the limited purpose of adding the consent of Morison Cogen LLP for the incorporation of their report contained in the Form 10-K into the Company’s Registration Statement on Form S-3/A dated November 15, 2016 (the “Consent”). The Consent is attached as exhibit 23.1 to the Amendment. All other items in the Form 10-K are unchanged.

Item 15. Exhibits, Financial Statement Schedules.

| Exhibit Number | Description of Exhibit | | --- | --- | | 23.1 | Consent of Independent Registered Accounting Firm.* |

*filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Date: April 18, 2017 | AKERS BIOSCIENCES, INC. — By: | /s/ John J. Gormally | | --- | --- | --- | | | Name: | John J. Gormally | | | Title: | Chief Executive Officer (Principal Executive Officer) | | Date: April 18, 2017 | By: | /s/ Gary M. Rauch | | | Name: | Gary M. Rauch | | | Title: | Vice President, Finance & Treasurer (Principal Financial Officer) |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/
Thomas Knox	Non-Executive
Chairman	April
18, 2017
Thomas
Knox
/s/
Raymond Akers Jr.	Vice
Chairman	April
18, 2017
Raymond
Akers Jr.
/s/
Brandon Knox	Director	April
18, 2017
Brandon
Knox
/s/
Robert E. Andrews	Director	April
18, 2017
Robert
E. Andrews
/s/
Dr. Raza Bokhari	Director	April
18, 2017
Dr.
Raza Bokhari

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