Akers Biosciences, Inc.

00973E102

December 31, 2017

NAMES OF REPORTING PERSONS

Empery Asset Master, Ltd.

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

SHARED VOTING POWER

913,257 shares of Common Stock

1,973,333 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

3,993,160 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* 

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

913,257 shares of Common Stock

1,973,333 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

3,993,160 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

913,257 shares of Common Stock

1,973,333 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

3,993,160 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.64% (See Item 4)*

TYPE OF REPORTING PERSON

OO

NAMES OF REPORTING PERSONS

Empery Tax Efficient II, LP

(a) ☐

(b) ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

SHARED VOTING POWER

1,252,011 shares of Common Stock

2,693,333 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

5,410,276 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,252,011 shares of Common Stock

2,693,333 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

5,410,276 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,252,011 shares of Common Stock

2,693,333 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

5,410,276 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

TYPE OF REPORTING PERSON

PN

NAMES OF REPORTING PERSONS

Empery Asset Management, LP

(a) ¨

(b) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

SHARED VOTING POWER

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

TYPE OF REPORTING PERSON

PN

NAMES OF REPORTING PERSONS

Ryan M. Lane

(a) ¨

(b) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

SHARED VOTING POWER

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

TYPE OF REPORTING PERSON

IN

NAMES OF REPORTING PERSONS

Martin D. Hoe

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

SHARED VOTING POWER

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,491,591 shares of Common Stock

5,366,667 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4)*

10,836,667 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

TYPE OF REPORTING PERSON

IN

This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

Empery Funds

(i)                 Empery Asset Master Ltd., to which the Investment Manager (as defined below) serves as investment manager, with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported Preferred Stock and Reported Warrants (each as defined below) held by, it (the "EAM Fund").

(ii)               Empery Tax Efficient II, LP, to which the Investment Manager (as defined below) serves as investment manager, with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported Preferred Stock and Reported Warrants (each as defined below) held by, it (the "ETE II Fund").

Investment Manager

(iii)       Empery Asset Management, LP (the "Investment Manager"), with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported Preferred Stock and Reported Warrants (each as defined below) held by, the EAM Fund, the ETE II Fund and the other funds to which the Investment Manager serves as investment manager (the "Empery Funds").

Reporting Individuals

(iv)       Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported Preferred Stock and Reported Warrants (each as defined below) held by, the Empery Funds.

(v)       Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common Stock held by, and underlying the Common Stock held by, and the Reported Preferred Stock and Reported Warrants (each as defined below) held by, the Empery Funds.

The Investment Manager serves as the investment manager to each of the Empery Funds. Each of the Mr. Lane and Mr. Hoe (the “Reporting Individuals”) is a Managing Member of Empery AM GP, LLC (the “General Partner”), the general partner of the Investment Manager. 

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 31,420,552 shares of Common Stock issued and outstanding as of December 18, 2017, as represented in the Company’s Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on December 20, 2017 and assumes the conversion of the reported preferred stock (the “Reported Preferred Stock”) and exercise of the Company’s reported warrants (the “Reported Warrants”) subject to the Blockers (as defined below).

Pursuant to the terms of (i) the certificate of designations containing the terms of the Reported Preferred Stock, the Reporting Persons cannot convert the Reported Preferred Stock to the extent the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the “Preferred Stock Blockers”) and (ii) the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Warrant Blockers” and collectively with the Preferred Stock Blockers, the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Preferred Stock or any of the Reported Warrants due to the Blockers.

The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Preferred Stock and the Reported Warrants (subject to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Preferred Stock and Reported Warrants (subject to the Blockers) held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.