UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)1

 

Akers Biosciences, Inc.

 (Name of Issuer)

Common Stock, no par value

 (Title of Class of Securities)

00973E102

 (CUSIP Number)

March 26, 2018

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 00973E102

 

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         100,000*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          100,000*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        100,000*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

 

*Constitutes 100,000 shares of Common Stock underlying warrants.

 

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CUSIP No. 00973E102

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         100,000*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          100,000*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        100,000*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

 

*Constitutes 100,000 shares of Common Stock underlying warrants.

 

3

CUSIP No. 00973E102

 

  1   NAME OF REPORTING PERSON  
         
        Michael Bigger  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         100,000*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          100,000*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        100,000*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

 

*Constitutes 100,000 shares of Common Stock underlying warrants.

 

4

CUSIP No. 00973E102

 

Item 1(a).Name of Issuer:

 

Akers Biosciences, Inc., a New Jersey corporation (the “Issuer”).

 

Item 1(b).Address of Issuer's Principal Executive Offices:

 

201 Grove Road

Thorofare, NJ 08086

 

Item 2(a).Name of Person Filing
Item 2(b).Address of Principal Business Office or, if None, Residence
Item 2(c).Citizenship

 

Bigger Capital Fund, LP (“Bigger Capital”)

159 Jennings Road, Suite 3000

Cold Spring Harbor, NY, 11724

Citizenship: Delaware

 

Bigger Capital Fund GP, LLC (“Bigger GP”)

159 Jennings Road, Suite 3000

Cold Spring Harbor, NY, 11724

Citizenship: Delaware

 

Michael Bigger

159 Jennings Road, Suite 3000

Cold Spring Harbor, NY, 11724

Citizenship: USA

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).Title of Class of Securities:

 

Common Stock, no par value (the “Common Stock”)

 

Item 2(e).CUSIP Number:

 

00973E102

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
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CUSIP No. 00973E102

  

 

  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).  
       
  (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership

 

As a result of sales of the Issuer’s Common Stock by Bigger Capital and an increase in the outstanding shares of Common Stock of the Issuer as reported in the Issuer’s Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”) as compared to the amount of shares of the Issuer’s Common Stock reported in its Prospectus filed with Securities and Exchange Commission on December 20, 2017, the ownership position of the Reporting Persons changed by more than 5% and the Reporting Persons no longer beneficially own at least 5% of the Issuer’s Common Stock.

 

(a)Amount beneficially owned:

 

As of the close of business on April 30, 2018, Bigger Capital beneficially owned 100,000 shares of Common Stock. Such shares are issuable upon the exercise of warrants.

 

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 100,000 shares of Common Stock beneficially owned by Bigger Capital.

 

Mr. Bigger, as the managing member of Bigger GP, may be deemed to beneficially own the 100,000 shares of Common Stock beneficially owned by Bigger GP.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

 

(b)Percent of class:

 

The following percentages are based on 81,973,964 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Form 10-K.

6

CUSIP No. 00973E102

 

As of the close of business on April 30, 2018, Bigger Capital beneficially owned less than 1% of the outstanding shares of Common Stock, and each of Bigger GP and Mr. Bigger may be deemed to beneficially own the outstanding shares of Common Stock held by Bigger Capital.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the securities, check the following box. ý

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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CUSIP No. 00973E102

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: May 7, 2018

 

Bigger Capital Fund, LP   Bigger Capital Fund GP, LLC
       
By: Bigger Capital Fund GP, LLC, its general partner   By:

/s/ Michael Bigger

        Michael Bigger
By:

/s/ Michael Bigger

     Managing Member
  Michael Bigger      
  Managing Member    
     

/s/ Michael Bigger

      Michael Bigger

 

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