As filed with the Securities and Exchange Commission on March 19, 2021

Registration No. 333-252181

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Akers Biosciences, Inc.

(Exact name of registrant as specified in its charter)

1185 Avenue of the Americas

3^rd Floor

New York, New York 10036

(856) 848-8698

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher C. Schreiber

Chief Executive Officer and President

Akers Biosciences, Inc.

1185 Avenue of the Americas

3^rd Floor

New York, New York 10036

(856) 848-8698

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [  ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

If applicable, place an [X] in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) [  ]

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) [  ]

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary joint proxy and consent solicitation statement/prospectus is not complete and may be changed. The securities being offered by the use of this preliminary joint proxy and consent solicitation statement/prospectus may not be sold nor may offers to buy be accepted prior to the time the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary joint proxy and consent solicitation statement/prospectus is not an offer to sell these securities nor a solicitation of any offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED March 19, 2021

JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Akers Biosciences, Inc. and MyMD Pharmaceuticals, Inc.:

On November 11, 2020, Akers Biosciences, Inc. (“Akers”), XYZ Merger Sub Inc., a wholly owned subsidiary of Akers (“Merger Sub”), and MyMD Pharmaceuticals, Inc. (“MYMD”) entered into an Agreement and Plan of Merger and Reorganization, as amended (as may be amended from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into MYMD, with MYMD continuing as the surviving corporation and a wholly owned subsidiary of Akers, on the terms and conditions set forth in the Merger Agreement. Upon completion of the merger, the combined company is expected to be renamed MyMD Pharmaceuticals, Inc. The boards of directors of each of Akers and MYMD have approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger.

If the merger is completed, (i) holders of outstanding shares of MYMD common stock (referred to herein as the MYMD stockholders) will be entitled to receive (x) the number of shares of Akers common stock per share of MYMD common stock they hold at the exchange ratio, as calculated in accordance with the Merger Agreement (the “Exchange Ratio”), prior to giving effect to the proposed reverse stock split discussed below, or an aggregate of approximately 58,821,708 shares of Akers common stock at closing using the assumed Exchange Ratio of 0.7950 (which is subject to change depending on the net amount of cash Akers has and the number of outstanding securities of Akers and MYMD at the effective time of the merger), (y) an amount in cash, on a pro rata basis, equal to the aggregate cash proceeds received by Akers from the exercise of any options to purchase MYMD common stock assumed by Akers upon closing of the merger prior to the second-year anniversary of the closing of the merger (the “Option Exercise Period”), such payment to occur not later than 30 days after the last day of the Option Exercise Period, and (z) potential milestone payments in shares of Akers common stock (“Milestone Payments”) up to the number of merger consideration shares issued by Akers to MYMD stockholders at the closing of the merger (“Milestone Shares”) payable upon achievement of certain market capitalization milestone events during the 36-month period immediately following the closing of the merger (the “Milestone Period”); and (ii) each outstanding option to purchase MYMD common stock that has not previously been exercised prior to the closing of the merger, whether or not vested, will be assumed by Akers subject to certain terms contained in the Merger Agreement.

Immediately upon completion of the merger and the transactions contemplated in the Merger Agreement (i) MYMD stockholders and optionholders will own approximately 80% of the fully diluted equity of the combined company excluding certain warrants and subject to adjustment based on Akers’ net cash at closing, as further described under “THE MERGER — General” in this joint proxy and consent solicitation statement/prospectus; and (ii) current Akers stockholders and holders of certain outstanding options and warrants to purchase shares of Akers common stock (excluding shares issuable upon exercise of options and warrants having an exercise price in excess of $1.72, prior to giving effect to any stock splits, combinations, reorganizations and the like with respect to the Akers common stock between the announcement of the merger and the closing of the merger) and holders of outstanding restricted stock units will own the balance of the fully diluted equity of the combined company. Immediately following the merger, subject to the approval of the current Akers stockholders, it is anticipated that the combined company will effect a reverse stock split at a ratio between 1-for-1.5 and 1-for-20 with respect to its issued and outstanding common stock. The reverse stock split will increase Akers’ stock price to at least $5.00 per share.

Akers common stock is currently listed on The Nasdaq Capital Market (also referred to herein as “Nasdaq”) under the symbol “AKER”. On November 11, 2020, the last full trading day before the announcement of the merger, the last reported sale price of Akers common stock was $1.72 per share, and, on March 17, 2021, the latest practicable date prior to the date of this joint proxy and consent solicitation statement/prospectus, the last reported sale price of Akers common stock was $3.68 per share. Akers and MYMD urge you to obtain current market quotations for the price of Akers common stock.

Each of Akers and MYMD expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Akers will hold a special meeting of its stockholders, while MYMD will solicit its stockholders’ approval by written consent. Akers stockholders will be asked to consider and vote upon the following proposals: (i) to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Akers common stock to MYMD stockholders and other parties in connection with the merger, the Merger Agreement, and the transactions contemplated thereby or in connection therewith (the “Share Issuance Proposal”), (ii) to approve an amendment to the amended and restated certificate of incorporation of the combined company, which will be in effect at the effective time of the merger (the “A&R Charter”) to effect a reverse stock split at the discretion of the Akers Board of Directors with a ratio between 1-for-1.5 and 1-for-20 with respect to the issued and outstanding common stock of the combined company immediately following the merger (the “Reverse Stock Split Proposal”), (iii) to approve the amended and restated certificate of incorporation of Akers which will be in effect upon consummation of the merger (the “A&R Charter Proposal”), including, among other things, changing the name of the combined company to MyMD Pharmaceuticals, Inc., (iv) to approve the Akers Biosciences, Inc. 2021 Equity Incentive Plan (the “Incentive Plan Proposal”), (v) to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Akers’ named executive officers in connection with the merger (the “Akers Golden Parachute Compensation Proposal”), (vi) to approve the contribution to Oravax Medical Inc. (“Oravax”) of (a) an amount in cash equal to $1,500,000, and, (b) cause Cystron Biotech, LLC (“Cystron”) to assign to Oravax substantially all of its assets, including the Amended and Restated License Agreement, dated March 19, 2020, between Cystron and Premas whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against SARS-CoV-2, (the “License Agreement”), in exchange for a number of shares of Oravax’s capital stock equivalent to 13% of Oravax’s then outstanding capital stock on a fully diluted basis (the “Contribution Proposal”) pursuant to the Contribution and Assignment Agreement, dated March 18, 2021, by and among Akers, Cystron, and Oravax, as it may be amended from time to time (the “Contribution and Assignment Agreement”), and (vii) to adjourn the special meeting, if necessary, to permit the solicitation of additional proxies in the event that there are insufficient votes on one or more of the proposals presented to Akers stockholders (the “Adjournment Proposal”).

The Akers special meeting will be held on April 15, 2021 at 10:00 a.m., Eastern Time, and will be “virtual,” meaning that you can participate in the meeting online at www.virtualshareholdermeeting.com/AKER2021SM at the appointed time and date and entering the control number included in the proxy card that you receive. Akers stockholders are encouraged to access the special meeting before the start time. Please allow ample time for online check-in. Akers stockholders will not be able to attend the special meeting in person.

MYMD stockholders will be asked to approve by written consent a proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the merger (the “MYMD Merger Proposal”).

Completion of the merger is conditioned upon satisfaction or waiver of all closing conditions under the Merger Agreement, including, among other things, (i) the approval of the Stock Issuance Proposal, the approval of the Reverse Stock Split Proposal, the approval of the A&R Charter Proposal, and the approval of the Contribution Proposal, which require the affirmative vote of a majority of the votes cast by those shares entitled to vote on such matter, and (ii) the adoption and approval of the MYMD Merger Proposal by written consent of the holders of a number of shares of MYMD common stock representing at least seventy five percent (75%) of the issued and outstanding shares of MYMD common stock.

Akers’ board of directors has determined that it is advisable and in the best interest of Akers and its stockholders to enter into the Merger Agreement, and the Akers board of directors has authorized and approved the terms of the Merger Agreement and the transactions contemplated thereby and recommends that Akers stockholders vote “FOR” the Share Issuance Proposal, “FOR” the Reverse Stock Split Proposal, “FOR” the A&R Charter Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Akers Golden Parachute Compensation Proposal, “FOR” the Contribution Proposal, and “FOR” the Adjournment Proposal.

MYMD’s board of directors has (i) determined that the Merger Agreement and transactions contemplated thereby, including the merger, are advisable and fair to and in the best interests of MYMD and its stockholders, (ii) unanimously approved the Merger Agreement and the transactions contemplated thereby, including the merger and (iii) unanimously recommended that MYMD stockholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the merger, by written consent.

This joint proxy and consent solicitation statement/prospectus provides you with important information about the special meeting and solicitation of written consents, Akers, MYMD, the proposed merger and the transactions and documents related to the merger. Please carefully read this entire joint proxy and consent solicitation statement/prospectus, including “RISK FACTORS” beginning on page 55.

For the Akers stockholders: your vote is very important. Whether or not you plan to attend the Akers special meeting, please take the time to vote by completing and returning the enclosed proxy card to Akers or by granting your proxy electronically over the Internet or by telephone. If your shares are held in “street name,” you must instruct your broker in order to vote on all proposals.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Akers common stock to be issued in the merger or determined if this joint proxy and consent solicitation statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy and consent solicitation statement/prospectus is dated March 19, 2021 and is first expected to be mailed or otherwise delivered to the stockholders of Akers and MYMD on or about March 23, 2021.

Akers Biosciences, Inc.

1185 Avenue of the Americas

3^rd Floor

New York, New York 10036 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON April 15, 2021

10:00 a.m. Eastern Time

To be Held Online at www.virtualshareholdermeeting.com/AKER2021SM

To the Stockholders of Akers Biosciences, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “special meeting”) of Akers Biosciences, Inc., a New Jersey corporation (“Akers,” “we,” “our,” or “us”), will be held on April 15, 2021, at 10:00 a.m., Eastern Time, and will be “virtual,” meaning that you can participate in the meeting online at www.virtualshareholdermeeting.com/AKER2021SM, to consider and vote upon the following matters:

(1) The Share Issuance Proposal — to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of our common stock to MYMD stockholders as merger consideration in the merger of XYZ Merger Sub Inc., a Florida corporation and a wholly owned subsidiary of Akers (“Merger Sub”), with and into MyMD Pharmaceuticals, Inc., a Florida corporation (“MYMD”), including potential milestone payments in shares of our common stock up to the number of merger consideration shares issued by Akers to MYMD stockholders at the closing of the merger (“Milestone Shares”) payable upon achievement of certain market capitalization milestone events during the 36-month period immediately following the closing of the merger (the “Milestone Period”), pursuant to the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of November 11, 2020, as amended, by and among Akers, Merger Sub and MYMD (the “Merger Agreement”), the Merger Agreement and the transactions contemplated thereby (the “Share Issuance Proposal”);

(2) The Reverse Stock Split Proposal — to approve an amendment to the amended and restated certificate of incorporation of the combined company, which will be in effect at the effective time of the merger (the “A&R Charter”) to effect a reverse stock split at the discretion of the Akers Board of Directors with a ratio between 1-for-1.5 and 1-for-20 with respect to the issued and outstanding common stock of the combined company immediately following the merger (the “Reverse Stock Split Proposal”);

(3) The A&R Charter Proposal — to approve the amendment and restatement of our certificate of incorporation in its entirety which will be in effect at the effective time of the merger (the “A&R Charter Proposal”);

(4) The Incentive Plan Proposal — to approve the Akers Biosciences, Inc. 2021 Equity Incentive Plan (the “Incentive Plan Proposal”).

(5) The Akers Golden Parachute Compensation Proposal — to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Akers’ named executive officers in connection with the merger (the “Akers Golden Parachute Compensation Proposal”);

(6) The Contribution Proposal — to approve the contribution to Oravax Medical Inc. (“Oravax”) of (a) an amount in cash equal to $1,500,000, and, (b) cause Cystron Biotech, LLC (“Cystron”) to assign to Oravax substantially all of its assets, including the Amended and Restated License Agreement, dated March 19, 2020, between Cystron and Premas whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against SARS-CoV-2, (the “License Agreement”), in exchange for a number of shares of Oravax’s capital stock equivalent to 13% of Oravax’s then outstanding capital stock on a fully diluted basis (the “Contribution Proposal”) pursuant to the Contribution and Assignment Agreement, dated March 18, 2021, by and among Akers, Cystron, and Oravax, as it may be amended from time to time (the “Contribution and Assignment Agreement”); and

(7) The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit the solicitation of additional proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”).

The Akers special meeting will be a virtual meeting via live webcast on the Internet. As an Akers stockholder, you will be able to attend the special meeting, vote and submit questions during the special meeting by visiting www.virtualshareholdermeeting.com/AKER2021SM and entering the control number included in the proxy card that you receive. If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to attend the special meeting and vote your shares. Akers stockholders are encouraged to access the special meeting before the start time of 10:00 a.m. Eastern Time on April 15, 2021. Please allow ample time for online check-in. Akers stockholders will not be able to attend the special meeting in person.

Our board of directors has fixed the close of business on March 15, 2021 as the record date for the special meeting. Only holders of record of shares of Akers capital stock at the close of business on such date are entitled to receive notice of, and vote at, the special meeting or at any postponement(s) or adjournment(s) of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten (10) days before the special meeting at our principal executive office for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. To the extent office access is impracticable due to the COVID-19 pandemic, you may email Karen Smith of Advantage Proxy, Inc., our proxy solicitor, at ksmith@advantageproxy.com for alternative arrangements to examine the stockholder list. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the record date. The stockholder list will also be available online during the special meeting.

Approval of the Share Issuance Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Contribution Proposal, and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by those shares entitled to vote on such matter.

OUR BOARD OF DIRECTORS HAS DETERMINED THAT IT IS ADVISABLE AND IN THE BEST INTEREST OF AKERS AND ITS STOCKHOLDERS TO ENTER INTO THE MERGER AGREEMENT AND THE BOARD HAS AUTHORIZED AND APPROVED THE TERMS OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. OUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND RECOMMENDS THAT AKERS STOCKHOLDERS VOTE “FOR” THE SHARE ISSUANCE PROPOSAL, “FOR” THE REVERSE STOCK SPLIT PROPOSAL, “FOR” THE A&R CHARTER PROPOSAL, “FOR” THE INCENTIVE PLAN PROPOSAL, “FOR” THE AKERS GOLDEN PARACHUTE COMPENSATION PROPOSAL, “FOR” THE CONTRIBUTION PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Your vote is very important. If your shares are registered in your name as a stockholder of record of Akers, whether or not you expect to attend the special meeting, please sign and return the enclosed proxy card promptly in the envelope provided or promptly submit your proxy by telephone or over the Internet following the instructions on the proxy card, to ensure that your shares will be represented at the special meeting.

To participate in the virtual meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. If your shares are held in the name of a bank, brokerage firm, or other nominee, you should follow the instructions provided by them in order to participate in the virtual meeting.

You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the enclosed joint proxy and consent solicitation statement/prospectus. If you are a “street name” holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 15, 2021, TO BE HELD ONLINE AT www.virtualshareholdermeeting.com/AKER2021SM: This notice is not a form for voting and presents only an overview of the more complete joint proxy and consent solicitation statement/prospectus. We urge you to read the accompanying joint proxy and consent solicitation statement/prospectus, including its annexes and the section titled “RISK FACTORS” beginning on page 55, carefully and in their entirety. Copies of the joint proxy and consent solicitation statement/prospectus and the accompanying proxy card are available, without charge, on the internet, on our website www.akersbio.com, and can be obtained by sending an e-mail to investors@akersbio.com To obtain timely delivery, our stockholders must request the materials no later than five (5) business days prior to the Akers special meeting. If you have any questions concerning the merger, the Merger Agreement, the proposals, the Akers special meeting or the accompanying joint proxy and consent solicitation statement/prospectus or need help voting your shares of Akers capital stock, please contact Akers’ investor relations department at 843-399-7576.

MyMD Pharmaceuticals, Inc.
324 S. Hyde Park Ave., Suite 350
Tampa, FL 33606

NOTICE OF SOLICITATION OF WRITTEN CONSENT
FOR ACTION TO BE TAKEN BY WRITTEN CONSENT
IN LIEU OF A MEETING OF STOCKHOLDERS

To the Stockholders of MyMD Pharmaceuticals, Inc.:

Included in the accompanying joint proxy and consent solicitation statement/prospectus is a consent solicitation statement furnished by the board of directors of MyMD Pharmaceuticals, Inc., a Florida corporation (“MYMD”), to the holders of record of the outstanding shares of MYMD common stock (the “MYMD stockholders”), at the close of business on March 18, 2021 (the “record date”).

This joint proxy and consent solicitation statement/prospectus is being delivered to MYMD stockholders as of the record date, to solicit written consent to the adoption and approval of the Agreement and Plan of Merger and Reorganization, dated as of November 11, 2020, as amended (the “Merger Agreement”), by and among Akers Biosciences, Inc., a New Jersey corporation (“Akers”), XYZ Merger Sub Inc., a Florida corporation and a wholly owned subsidiary of Akers (“Merger Sub”), and MYMD, pursuant to which Merger Sub will merge with and into MYMD, with MYMD continuing as the surviving corporation and a wholly owned subsidiary of Akers, and to the transactions contemplated by the Merger Agreement, including the merger (the “MYMD Merger Proposal”).

As a MYMD stockholder on the record date, you are urged to complete, date and sign the enclosed written consent and promptly return the completed and executed written consent by one of the means described in “MYMD SOLICITATION OF WRITTEN CONSENT — Submission of Consents” beginning on page 138 of the enclosed joint proxy and consent solicitation statement/prospectus. MYMD’s board of directors has set April 10, 2021, as the target final date for receipt of written consents. MYMD reserves the right to extend the final date for receipt of written consents without any prior notice to stockholders.

The enclosed joint proxy and consent solicitation statement/prospectus describes the Merger Agreement and the proposed merger in detail and includes, as Annex A, the complete text of the Merger Agreement. We urge you to read the accompanying joint proxy and consent solicitation statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy and consent solicitation statement/prospectus and its annexes carefully and in their entirety. In particular, you should carefully read the section captioned “RISK FACTORS” beginning on page 55 of the enclosed joint proxy and consent solicitation statement/prospectus for a discussion of certain risk factors relating to the Merger Agreement and the merger.

Approval of the MYMD Merger Proposal requires the written consent of holders of at least seventy-five percent (75%) of the outstanding shares of MYMD common stock.

In considering the recommendation of the board of directors of MYMD with respect to the MYMD Merger Proposal, you should be aware that certain of MYMD’s directors and executive officers have interests that are different from, or in addition to, the interests of MYMD stockholders generally, as further described in the accompanying joint proxy and consent solicitation statement/prospectus.

A MYMD stockholder will have the right to seek appraisal of the fair value of such MYMD stockholder’s shares of MYMD common stock if the merger is completed, in lieu of receiving the per share merger consideration, but only if such MYMD stockholder does not sign and return a written consent to the MYMD Merger Proposal and otherwise complies with the procedures of Sections 607.1301 through 607.1340 of the Florida Business Corporation Act (the “FBCA”), which is the appraisal rights statute applicable to Florida corporations. These appraisal rights are summarized in the accompanying joint proxy and consent solicitation statement/prospectus. The accompanying joint proxy and consent solicitation statement/prospectus constitutes notice to you, in your capacity as a MYMD stockholder, from MYMD of the availability of appraisal rights under the FBCA.

Your written consent is very important. The Merger Agreement must be adopted by the written consent of MYMD stockholders representing seventy-five percent (75%) of the outstanding shares of common stock of MYMD in order for the merger to be consummated. PLEASE NOTE: Your consents, as evidenced by your signing and returning the signature page to the enclosed written consent, are irrevocable once they are received by MYMD, as explained in the joint proxy and consent solicitation statement/prospectus. If you have any questions concerning the merger, the Merger Agreement, the MYMD Merger Proposal, the written consent or the accompanying joint proxy and consent solicitation statement/prospectus, would like additional copies of the accompanying joint proxy and consent solicitation statement/prospectus or need help executing the written consent, please call James A. McNulty, CPA at (813) 864-2566.

MYMD’S BOARD OF DIRECTORS HAS CAREFULLY CONSIDERED THE MERGER AND THE TERMS OF THE MERGER AGREEMENT, AND HAS DETERMINED THAT THE MERGER IS ADVISABLE AND FAIR TO AND IN THE BEST INTERESTS OF MYMD AND ITS STOCKHOLDERS. ACCORDINGLY, MYMD’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MYMD STOCKHOLDERS APPROVE THE MERGER AND ADOPT AND APPROVE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS.

REFERENCE TO ADDITIONAL INFORMATION

This joint proxy and consent solicitation statement/prospectus includes important business and financial information about Akers. Additional information about Akers is available to you without charge upon your request. You can obtain any of the documents filed with or furnished to the Securities and Exchange Commission, or the “SEC,” by Akers at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents at no cost by requesting them in writing or by telephone at the following address and telephone number:

Akers Biosciences, Inc.:

1185 Avenue of the Americas

3^rd Floor

New York, New York 10036 

Attention: Corporate Secretary

Telephone: (856) 848-8698

E-mail: investors@akersbio.com

Or

Akers’ Proxy Solicitor:

Advantage Proxy, Inc.

PO Box 13581 Des Moines, WA 98198

Telephone (toll-free in North America): (877) 870-8565

Telephone (outside of North America): (206) 870-8565

Email: ksmith@advantageproxy.com

To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the special meeting or deadline for submitting written consents. This means that Akers stockholders requesting documents must do so by April 10, 2021 and MYMD stockholders requesting documents must do so by April 10, 2021.

You should rely only on the information contained in this document. No one has been authorized to provide you with information that is different from that contained in this document. This document is dated March 19, 2021, and you should assume that the information in this document is accurate only as of such date. Neither the mailing nor delivery of this document to Akers stockholders or MYMD stockholders nor the issuance by Akers of shares of Akers common stock in connection with the merger will create any implication to the contrary.

ABOUT THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS

Except where the context otherwise indicates, information contained in this document regarding Akers has been provided by Akers and information contained in this document regarding MYMD has been provided by MYMD. See “Where You Can Find More Information” beginning on page 288 of this joint proxy and consent solicitation statement/prospectus for more details.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following are answers to some questions that Akers stockholders and MYMD stockholders may have regarding the proposed merger and the other proposals being considered by Akers stockholders and MYMD stockholders. Akers and MYMD urge you to read carefully this entire joint proxy and consent solicitation statement/prospectus, including the annexes, because the information in this section does not provide all the information that might be important to you.

Unless the context otherwise requires, references in this joint proxy and consent solicitation statement/prospectus to “Akers” refers to Akers Biosciences, Inc., a New Jersey corporation; “Merger Sub” refers to XYZ Merger Sub Inc., a Florida corporation and a wholly owned subsidiary of Akers, and “MYMD” refers to MyMD Pharmaceuticals, Inc., a privately-held Florida corporation.

Questions and Answers About the Merger and the Contribution Transaction

Akers, Merger Sub and MYMD have entered into an Agreement and Plan of Merger and Reorganization, dated as of November 11, 2020, as amended (as may be amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into MYMD, with MYMD continuing as the surviving company and a wholly owned subsidiary of Akers. See “THE MERGER” beginning on page 140 and “THE MERGER AGREEMENT” beginning on page 167 of this joint proxy and consent solicitation statement/prospectus. A copy of the Merger Agreement is attached to this joint proxy and consent solicitation statement/prospectus as Annex A. If the merger is completed, (i) holders of outstanding shares of MYMD common stock (referred to herein as the MYMD stockholders) will be entitled to receive (x) the number of shares of Akers common stock per share of MYMD common stock they hold at the exchange ratio, as calculated in accordance with the Merger Agreement (the “Exchange Ratio”), prior to giving effect to the proposed reverse stock split discussed below, or an aggregate of approximately 58,821,708 shares of Akers common stock at closing using the assumed Exchange Ratio of 0.7950 (which is subject to change depending on the net amount of cash Akers has and the number of outstanding securities of Akers and MYMD at the effective time of the merger), (y) an amount in cash, on a pro rata basis, equal to the aggregate cash proceeds received by Akers from the exercise of any options to purchase shares of MYMD common stock assumed by Akers upon closing of the merger prior to the second-year anniversary of the closing of the merger (the “Option Exercise Period”), such payment (the “Additional Consideration”) to occur not later than 30 days after the last day of the Option Exercise Period, up to the maximum amount of cash consideration that may be received by MYMD stockholders without affecting the intended tax consequences of the merger, and (z) potential milestone payments in shares of Akers common stock (“Milestone Payments”) up to the number of merger consideration shares issued by Akers to MYMD stockholders at the closing of the merger (“Milestone Shares”) payable upon achievement of certain market capitalization milestone events during the 36-month period immediately following the closing of the merger (the “Milestone Period”); and (ii) each outstanding option to purchase MYMD common stock granted under the Second Amendment to Amended & Restated 2016 Stock Incentive Plan with an effective date of July 1, 2019, as established and maintained by MYMD (and, as amended and restated from time to time, the “MyMD Incentive Plan”) that has not previously been exercised prior to the closing of the merger, whether or not vested, will be assumed by Akers subject to certain terms contained in the Merger Agreement, and become an option to purchase a number of shares of the Akers common stock equal to the number of shares of MYMD common stock underlying such option multiplied by the Exchange Ratio, which shall expire on the second-year anniversary of the closing of the merger, and the exercise price for each share of Akers common stock underlying an assumed option to purchase MYMD common stock will be equal to the exercise price per share of the option to purchase MYMD common stock in effect immediately prior to the completion of the merger divided by the Exchange Ratio. Upon completion of the merger, the combined company is expected to be renamed MyMD Pharmaceuticals, Inc.

The Merger Agreement requires, among other things, unless otherwise waived by Akers and MYMD, for the merger to be consummated:

As a condition to closing the merger, the Merger Agreement also requires that MYMD consummate the purchase of substantially all of the assets and certain liabilities of Supera Pharmaceuticals, Inc., a Florida corporation (the “Supera Purchase”), which MYMD has agreed to effect pursuant to an Asset Purchase Agreement, pursuant to which MYMD agreed to acquire from Supera, immediately prior to the completion of the merger, substantially all of its assets (such agreement, the “Supera Asset Purchase Agreement”).

As previously reported, on March 23, 2020, Akers entered a membership interest purchase agreement (as amended by Amendment No. 1 on May 14, 2020, the “MIPA”) to acquire 100% of the membership interests of Cystron Biotech, LLC (“Cystron”) from certain selling parties (the “Cystron Sellers”). Cystron is a party to a license agreement with Premas Biotech PVT Ltd. (“Premas”) whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world (“COVID-19”).

On March 18, 2021, Akers and Cystron entered into a Contribution and Assignment Agreement (the “Contribution and Assignment Agreement”), by and among Akers, Cystron, Oravax Medical, Inc. (“Oravax”), and Premas. Pursuant to the Contribution and Assignment Agreement (the “Contribution Agreement”), Akers agreed to contribute (i) an amount in cash equal to $1,500,000 to Oravax and (ii) to cause Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing of Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”). The Contribution Transaction shall not be effective until the earlier to occur of (i) the date that is 90 days after March 18, 2021 and (ii) the closing of the merger. In consideration for Akers’ commitment to consummate the Contribution Transaction, Oravax issued to Akers 390,000 shares of its capital stock Oravax (the “Oravax Shares”) and assumed all of the obligations or liabilities in respect of the assets of Cystron, including the obligations under the License Agreement. In addition, Oravax agreed to pay future royalties to Akers equal to 2.5% of all net sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries.

Simultaneously with the entry into the Contribution and Assignment Agreement, Oravax entered into a license agreement with Oramed Pharmaceuticals, Inc. (“Oramed”). Pursuant to the license agreement, Oramed has agreed to license certain technology for the oral delivery of pharmaceuticals to Oravax and to contribute $1,500,000 in cash to Oravax effective upon the consummation of the Contribution Transaction. In consideration of Oramed’s commitments, Oravax issued 1,890,000 shares of its capital stock to Oramed.

As a result of the issuance of Oravax shares to Oramed, Akers’ share ownership of Oravax consists of 13% of Oravax’s outstanding shares of capital stock. Akers, Oramed and the other shareholders of Oravax executed a shareholder’s agreement containing customary terms.

The Contribution and Assignment Agreement contains representations, warranties and covenants by Akers, Cystron and Oravax that are typical for this type of transaction. Consummation of the transactions contemplated by the Contribution and Assignment Agreement is subject to certain conditions, including the receipt by Akers of the affirmative vote of a majority of the votes cast by those stockholders entitled to vote and present in person or by proxy.

This joint proxy and consent solicitation statement/prospectus contains important information about the merger and the proposals being voted on by Akers stockholders and MYMD stockholders, and you should read it carefully. This document collectively serves as a proxy statement of Akers, consent solicitation statement of MYMD and a prospectus of Akers. It is a joint proxy and consent solicitation statement because both the Akers and MYMD boards of directors are soliciting proxies or written consents from their respective stockholders. It is a prospectus because Akers will issue shares of Akers common stock to MYMD stockholders in connection with the merger. Your vote is important. You are encouraged to submit your proxy or written consent as soon as possible after carefully reviewing this joint proxy and consent solicitation statement/prospectus and its annexes.

These interests may influence the Akers directors in making their recommendation that you vote in favor of the approval of the Share Issuance Proposal, the Contribution Proposal and other proposals.

Akers Biosciences, Inc.:

1185 Avenue of the Americas

3^rd Floor

New York, New York 10036

Attention: Corporate Secretary

Telephone: (856) 848-8698

E-mail: investors@akersbio.com

Or

Akers’ Proxy Solicitor:

Advantage Proxy, Inc.

PO Box 13581 Des Moines, WA 98198

Telephone (toll-free in North America): (877) 870-8565

Telephone (outside of North America): (206) 870-8565

Email: ksmith@advantageproxy.com

Questions and Answers for MYMD Stockholders

SUMMARY

This summary highlights selected information from this joint proxy and consent solicitation statement/prospectus and may not contain all of the information that is important to you. You are urged to carefully read this entire document, including the Annexes, and the other documents to which Akers and MYMD refer for a more complete understanding of the merger. In addition, Akers and MYMD encourage you to read the information about Akers in the section titled “Information About Akers” beginning on page 218 of this joint proxy and consent solicitation statement/prospectus, which includes important business and financial information about Akers, and to read the information in the section titled “Information About MYMD” beginning on page 237 of this joint proxy and consent solicitation statement/prospectus, which includes important business and financial information about MYMD. Stockholders of Akers and MYMD may obtain additional information about Akers without charge by following the instructions in the section titled “Where You Can Find More Information” beginning on page 288 of this joint proxy and consent solicitation statement/prospectus. Each item in this summary refers to the page of this joint proxy and consent solicitation statement/prospectus on which that subject is discussed in more detail.

This summary and the balance of this document contain forward-looking statements about events that are not certain to occur, and you should not place undue reliance on those statements. Please carefully read “Cautionary Statement Regarding Forward-Looking Statements” on page 109 of this document.

The Companies (see page 112)

Akers Biosciences, Inc.

1185 Avenue of the Americas

3^rd Floor

New York, New York 10036

(856) 848-8698

Akers was incorporated in 1989 in the State of New Jersey under the name “A.R.C. Enterprises, Inc,” which was changed to “Akers Research Corporation” on September 28, 1990 and “Akers Laboratories, Inc.” on February 24, 1996. Pursuant to the Amended and Restated Certificate of Incorporation filed on March 26, 2002, the corporation’s name was changed to “Akers Biosciences, Inc.”

Akers was historically a developer of rapid health information technologies. On March 23, 2020, Akers entered into that certain membership interest purchase agreement (the “Original MIPA” and, as subsequently amended by Amendment No. 1 on May 14, 2020, the “MIPA”) with the members of Cystron (the “Cystron Sellers”), pursuant to which Akers acquired 100% of the membership interests of Cystron (the “Cystron Membership Interests”). Cystron is a party to a license agreement with Premas Biotech PVT Ltd. (“Premas”) whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world (“COVID-19”), and other coronavirus infections. Since its entry into the MIPA, Akers has been primarily focused on the rapid development and manufacturing of a COVID-19 vaccine candidate (the “COVID-19 Vaccine Candidate”), in collaboration with Premas. Akers common stock trades on The Nasdaq Capital Market under the symbol “AKER”.

Akers’ principal executive offices are located at 1185 Avenue of the Americas, 3^rd Floor, New York, New York 10036, its telephone number is (856) 848-8698, and its website is located at www.akersbio.com. Information on or accessed through Akers’ website is not incorporated into this joint proxy and consent solicitation statement/prospectus.

Additional information about Akers can be found in the sections titled “INFORMATION ABOUT AKERS — Overview” beginning on page 218, “INFORMATION ABOUT AKERS — Akers Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 230 and Akers’ financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus.

XYZ Merger Sub Inc.

c/o Akers Biosciences, Inc.

1185 Avenue of the Americas

3^rd Floor

New York, New York 10036

(856) 848-8698

XYZ Merger Sub Inc., a Florida corporation, is a wholly owned subsidiary of Akers that was recently incorporated solely for the purpose of entering into the Merger Agreement and consummating the merger and the other transactions contemplated by the Merger Agreement. It is not engaged in any business and has no material assets. Its principal executive offices have the same address and telephone number as Akers set forth above. In the merger, Merger Sub will merge with and into MYMD, with MYMD surviving as Akers’ wholly owned subsidiary, and Merger Sub will cease to exist.

MyMD Pharmaceuticals, Inc.

324 S. Hyde Park Ave., Suite 350

Tampa, FL 33606

(813) 864-2566

MyMD Pharmaceuticals, Inc. is a Florida corporation incorporated in November 2014. MYMD is a clinical stage pharmaceutical company currently focused on developing and commercializing two therapeutic platforms, MyMD-1 and Supera-1R. MyMD-1 inhibits the release of tumor necrosis factor alpha (“TNF-α”) and various other pro-inflammatory cytokines from immune cells to treat numerous autoimmune and inflammatory diseases. The development of MyMD-1 is focused on autoimmune conditions, such as multiple sclerosis, diabetes and rheumatoid arthritis; immune-mediated depression associated with COVID-19; and diseases associated with aging, such as sarcopenia (i.e., age-related muscle loss). Supera-1R is a novel derivative of cannabidiol (“CBD”), which targets the cannabinoid receptor 1 (“CB1”) and cannabinoid receptor 2 (“CB2”) and is in pre-clinical development to treat numerous conditions, such as epilepsy, chronic pain and neuropsychiatric disorders. Supera-1R is being developed by Supera Pharmaceuticals, Inc., an affiliate of MYMD, and substantially all of the assets (including all rights to Supera-1R) and certain obligations of Supera will be acquired by MYMD immediately prior to the merger in exchange for shares of MYMD common stock.

MYMD’s principal executive offices are located at 324 S. Hyde Park Ave., Suite 350, Tampa, FL 33606, its telephone number is (813) 864-2566, and its website is located at https://www.mymd.com. Information on or accessed through MYMD’s website is not incorporated into this joint proxy and consent solicitation statement/prospectus.

Additional information about MYMD can be found in the sections titled “INFORMATION ABOUT MYMD — Overview” beginning on page 237, “INFORMATION ABOUT MYMD — MYMD Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 259 and MYMD’s financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The Merger (see page 140)

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this joint proxy and consent solicitation statement/prospectus, are intended only to provide information regarding the terms of the Merger Agreement. The Merger Agreement and the related summary are not intended to be a source of factual, business or operational information about MYMD, Akers, or Akers’ subsidiaries, and the following summary of the Merger Agreement and the copy thereof included as Annex A are not intended to modify or supplement any factual disclosure about Akers in any documents Akers has or will publicly file with the Securities Exchange Commission (“SEC”). The Merger Agreement contains representations and warranties by, and covenants of, MYMD, Akers and certain subsidiaries of Akers that were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Akers’ public disclosures.

The Merger Agreement (see page 167 and Annex A)

On November 11, 2020, Akers, Merger Sub and MYMD entered into the Merger Agreement. The Merger Agreement is the legal document governing the merger and is included in this joint proxy and consent solicitation statement/prospectus as Annex A. All descriptions in this Summary and elsewhere in this joint proxy and consent solicitation statement/prospectus of the terms and conditions of the merger are qualified in their entirety by reference to the full text of the Merger Agreement. Please read the Merger Agreement carefully for a more complete understanding of the merger.

The Merger (see page 140)

At the effective time of the merger, Merger Sub, a wholly owned subsidiary of Akers, will merge with and into MYMD, with MYMD continuing as the surviving corporation and a wholly owned subsidiary of Akers. Immediately prior to the merger, Akers will change its name to “MyMD Pharmaceuticals, Inc.” and MYMD will change its name to “MyMD Pharmaceuticals (Florida), Inc.”

Effects of Merger; Merger Consideration (see page 167)

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the effectiveness of the merger, each outstanding share of MYMD common stock will be converted into the right to receive: (i) a number of shares of Akers common stock equal to the Exchange Ratio, as described below, (ii) its pro-rata portion of any Additional Consideration, as described below, and (iii) any Milestone Shares (to the extent earned). As a result of the issuance of the merger consideration and the merger and based on the assumed Exchange Ratio of 0.7950, MYMD stockholders will receive an aggregate of 58,821,708 shares of Akers common stock, without giving effect to the proposed reverse stock split contemplated by the Reverse Stock Split Proposal.

Each outstanding option to purchase MYMD common stock, whether vested or unvested, that has not previously been exercised, will be assumed by Akers and converted into an option to purchase shares of Akers common stock; provided that the term of such stock option will be amended to expire on the second-year anniversary of the effective time of the merger.

Based on the number of shares of Akers common stock outstanding as of March 12, 2021, Akers and MYMD anticipate that upon completion of the transaction and prior to the reverse stock split contemplated by the Reverse Stock Split Proposal, the combined company will have approximately 76,279,500 shares of common stock issued and outstanding (assuming issuance of 804,963 shares of common stock upon settlement of outstanding Akers RSUs at closing). Assuming the exercise in full of the Pre-funded Warrants to purchase 1,972,972 shares of Akers common stock and including 8,628,420 shares of combined company common stock underlying options to purchase MYMD common stock to be assumed at closing, and the conversion of all shares of Akers Series D Convertible Preferred Stock into underlying 72,992 shares of Akers Series D Convertible Preferred Stock, the combined company is expected to have upon completion of the transaction and prior to the reverse stock split contemplated by the Reverse Stock Split Proposal, 86,953,884 shares of common stock outstanding on a partially-diluted basis, of which (i) MYMD stockholders and optionholders will own approximately 80% of the fully diluted equity of the combined company excluding certain warrants and subject to adjustment based on Akers’ net cash at closing as further described under “THE MERGER — General” in this joint proxy and consent solicitation statement/prospectus; and (ii) Akers stockholders, holders of certain outstanding Akers options and warrants (excluding shares issuable upon exercise of options and warrants having an exercise price in excess of $1.72, prior to giving effect to any such stock splits, combinations, reorganizations and the like with respect to the Akers common stock between the announcement of the merger and the closing of the merger) and holders of outstanding Akers RSUs immediately prior to the merger will own the balance of the fully diluted equity of the combined company.

All shares of MYMD capital stock held by MYMD as treasury stock or otherwise will be cancelled and no payment will be made with respect to such shares.

Each share of Merger Sub common stock issued and outstanding immediately prior to the effective time of the merger will convert into and become one share of common stock of the surviving corporation, which will represent all of the issued and outstanding shares of common stock of the surviving corporation immediately following the effective time of the merger.

After the merger is completed, MYMD stockholders will have only the right to receive the merger consideration (with any fractional shares rounded down to the nearest whole share), or, in the case of MYMD stockholders that properly exercise and perfect appraisal rights, the right to receive the fair market value of such shares, and will no longer have any rights as MYMD stockholders including voting or other rights.

For a full description of the merger consideration, see the sections titled “THE MERGER” beginning on page 140 and “THE MERGER AGREEMENT — Effects of Merger; Merger Consideration” beginning on page 167 of this joint proxy and consent solicitation statement/prospectus.

Akers’ Reasons for the Merger (see page 143)

In evaluating strategic alternatives, the Akers Board of Directors consulted with Akers’ management and legal and financial advisors, reviewed a significant amount of information, and considered a number of factors, including, among others, the following factors regarding the combined company that the Akers Board of Directors viewed as supportive of its decision to approve the merger with MYMD, as being in the best interests of Akers’ stockholders:

The Akers Board of Directors also reviewed various factors impacting the financial condition, results of operations and prospects for Akers, including:

The Akers Board of Directors also reviewed the terms and conditions of the proposed Merger Agreement and associated transactions, as well as the safeguards and protective provisions included therein intended to mitigate risks, including:

The Akers Board of Directors believes that, overall, the potential benefits to Akers stockholders of the Merger Agreement and transactions contemplated thereby outweigh the risks and uncertainties.

Although this discussion of the information and factors considered by the Akers Board of Directors is believed to include the material facts it considered, it is not intended to be exhaustive and may not include all of the factors considered by the Akers Board of Director. The Akers Board of Directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the Merger Agreement and the transactions contemplated thereby are fair to, advisable, and in the best interests of Akers and its stockholders. The Akers Board of Directors based its determination on the totality of the information presented to and factors considered by it. In addition, individual members of the Akers Board of Directors may have given differing weights to different factors.

For a more complete discussion of Akers’ reasons for the merger, see the section titled “THE MERGER — Akers’ Reasons for the Merger.” beginning on page 143 of this joint proxy and consent solicitation statement/prospectus.

MYMD’s Reasons for the Merger (see page 145)

MYMD’s board of directors considered many factors in making its decision to approve and adopt the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement, and to recommend that MYMD’s stockholders approve the MYMD Merger Proposal. In arriving at its decision, MYMD’s board of directors consulted with MYMD’s management and scientific and technical advisors and consultants and legal and financial advisors, reviewed a significant amount of information, and reviewed a number of factors, including the following material facts (not in any relative order of importance):

For a more complete discussion of MYMD’s reasons for the merger, see the section titled “THE MERGER — MYMD’s Reasons for the Merger” beginning on page 145 of this joint proxy and consent solicitation statement/prospectus.

Recommendation of the Akers Board of Directors (see page 113)

Akers’ Board of Directors has determined that the Merger Agreement and the transactions contemplated thereby, including the merger and the issuance of Akers common stock pursuant to the terms of the Merger Agreement, and the Contribution and Assignment Agreement and the transactions contemplated thereby, are advisable and in the best interest of Akers and its stockholders and has authorized and approved the terms of the Merger Agreement and the transactions contemplated thereby. The Akers Board of Directors believes that each of the Shares Issuance Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Contribution Proposal, and the Adjournment Proposal to be presented at the special meeting are in the best interests of Akers and its stockholders, and recommends that its stockholders vote “FOR” each of the proposals. For the factors considered by the Akers Board of Directors in reaching its decision to approve the merger and Merger Agreement, see the section titled “THE MERGER — Akers’ Reasons for the Merger” beginning on page 143 of this joint proxy and consent solicitation statement/prospectus. For the factors considered by the Akers Board of Directors in reaching its decision to approve the Contribution Transaction, see the section titled “AKERS PROPOSAL 6 — Approval of the Contribution Proposal — Recommendation of the Akers Board of Directors and Reasons for the Recommendation” beginning on page 132 of this joint proxy and consent solicitation statement/prospectus.

Recommendation of MYMD’s Board of Directors (see page 139)

MYMD’s board of directors believes the merger consideration provided to MYMD’s stockholders, as well as the terms and provisions of the Merger Agreement and MYMD’s consummation of the merger, is advisable and fair to and in the best interests of MYMD and its stockholders. MYMD’s board of directors unanimously recommends that MYMD stockholders’ consent to the adoption and approval of the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the merger. For the factors considered by MYMD’s board of directors in reaching its decision to approve the merger and Merger Agreement, see the sections titled “THE MERGER — MYMD’s Reasons for the Merger” beginning on page 145 of this joint proxy and consent solicitation statement/prospectus.

The Akers Special Meeting (see page 113)

The Akers special meeting will be held on April 15, 2021 at 10:00 a.m., Eastern Time and will be “virtual,” meaning that you can participate in the meeting online at www.virtualshareholdermeeting.com/AKER2021SM at the appointed time and date. At the special meeting, Akers stockholders will be asked to consider and vote on the following:

(1) The Share Issuance Proposal — to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Akers common stock to MYMD stockholders in connection with the merger of Merger Sub into MYMD, including potential Milestone Payments of Milestone Shares payable upon achievement of certain market capitalization milestone events during the 36-month Milestone Period, pursuant to the terms and conditions of the Merger Agreement and the transactions contemplated thereby or in connection therewith;

(2) The Reverse Stock Split Proposal — to approve an amendment to the A&R Charter to effect a reverse stock split with a ratio between 1-for-1.5 and 1-for-20 with respect to the issued and outstanding common stock of the combined company immediately following the merger. The reverse stock split will increase Akers’ stock price to at least $5.00 per share, and the final reverse stock split ratio will be subject to the mutual agreement of Akers and MYMD;

(3) The A&R Charter Proposal — to approve the amendment and restatement of Akers’ certificate of incorporation in its entirety which will be in effect at the effective time of the merger;

(4) The Incentive Plan Proposal — to approve the Akers Biosciences, Inc. 2021 Equity Incentive Plan;

(5) The Akers Golden Parachute Compensation Proposal — to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Akers’ named executive officers in connection with the merger;

(6) The Contribution Proposal — to approve to approve the contribution to Oravax of (a) an amount in cash equal to $1,500,000, and, (b) cause Cystron to assign to Oravax substantially all of its assets, including the License Agreement, in exchange for a number of shares of Oravax’s capital stock equivalent to 13% of Oravax’s then outstanding capital stock on a fully diluted basis pursuant to the Contribution and Assignment Agreement; and

(7) The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit the solicitation of additional proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Only the holders of shares of Akers capital stock at the close of business on March 15, 2021, will be entitled to vote at the special meeting. Each share of Akers common stock is entitled to one vote on each proposal to be considered at the Akers special meeting. In addition, holders of outstanding shares of Series D Convertible Preferred Stock may vote at the special meeting, if such shares of Series D Convertible Preferred Stock are not converted before the special meeting. As of the Akers record date, there were 16,725,821 shares of Akers capital stock outstanding entitled to vote at the Akers special meeting.

Consummation of the merger is subject to certain closing conditions, including, among other things, approval by the stockholders of Akers and MYMD, the continued listing of Akers’ common stock on the Nasdaq after the merger and satisfaction of minimum net cash thresholds of Akers. In accordance with the terms of the Merger Agreement, (i) certain executive officers, directors and stockholders of MYMD (solely in their respective capacities as MYMD stockholders) holding approximately 61% of the outstanding MYMD common stock have entered into the MYMD Voting Agreements with Akers to vote all of their shares of MYMD common stock in favor of adoption of the Merger Agreement and (ii) certain executive officers and directors of Akers (solely in their respective capacities as Akers stockholders) holding approximately 1% of the outstanding Akers common stock have entered into the Akers Voting Agreements with MYMD to vote all of their shares of Akers common stock in favor of approval of the Merger Agreement. As of the close of business on the Akers record date, the directors and executive officers of Akers and its affiliates collectively beneficially owned and were entitled to vote 15,603 shares of Akers common stock, which represents, in the aggregate, less than 1% of Akers capital stock outstanding on that date. Akers currently expects that Akers’ directors and executive officers will vote their shares in favor of the Share Issuance Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Contribution Proposal, and the Adjournment Proposal. In connection with the Akers Private Placement, participating investors holding an aggregate of 7,792,961 shares of Akers common stock, Pre-Funded Warrants to purchase 1,972,972 shares of Akers common stock, and Investor Warrants to purchase 9,765,933 shares of Akers common stock each entered into a lock-up and support agreement with Akers, pursuant to which such investors agreed, from the date of the support agreement until May 31, 2021, to vote such investors’ shares of Akers common stock in favor of each matter proposed and recommended for approval by the Akers Board of Directors or management at every stockholders’ meeting.

Assuming the presence of a quorum, approval of the Share Issuance Proposal (for purposes of complying with Nasdaq Listing Rule 5635(a)), the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Contribution Proposal, and the Adjournment Proposal, each requires the affirmative vote of a majority of the votes cast by those shares entitled to vote on such matter. Akers will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have no effect on any of the Share Issuance Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Contribution Proposal, or the Adjournment Proposal. In addition, if a holder fails to submit a proxy or vote in person at the Akers special meeting or fails to instruct such holder’s bank or broker how to vote with respect to any of the proposals, it will have no effect on the Share Issuance Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Contribution Proposal, or the Adjournment Proposal.

MYMD Solicitation of Written Consent (see page 137)

MYMD stockholders are being asked to adopt the Merger Agreement and thereby approve the MYMD Merger Proposal by written consent.

Only MYMD stockholders of record on the record date will be notified of and be entitled to execute and deliver a written consent. On the record date, the outstanding securities of MYMD eligible to consent with respect to the MYMD Merger Proposal consisted of 40,053,504 shares of MYMD common stock. Under the Articles of Incorporation of MYMD, each holder of MYMD common stock is entitled to one vote for each share of common stock held of record.

In accordance with the terms of the Merger Agreement, (i) certain executive officers, directors and stockholders of MYMD (solely in their respective capacities as MYMD stockholders) holding approximately 61% of the outstanding MYMD common stock have entered into the MYMD Voting Agreements with Akers to vote all of their shares of MYMD common stock in favor of adoption of the Merger Agreement, and (ii) certain executive officers and directors of Akers (solely in their respective capacities as Akers stockholders) holding approximately 1% of the outstanding Akers common stock have entered into the Akers Voting Agreements with MYMD to vote all of their shares of Akers common stock in favor of approval of the Merger Agreement. The Voting Agreements include covenants with respect to the voting of such shares in favor of approving the transactions contemplated by the Merger Agreement and against any competing acquisition proposals.

As of the close of business on the MYMD record date, the directors and executive officers of MYMD and their affiliates collectively beneficially owned 2,742,750 shares of MYMD common stock, which represent, in the aggregate, approximately 5.31% of MYMD voting stock outstanding and entitled to vote on that date. MYMD currently expects that MYMD’s directors and executive officers will provide written consents to the MYMD Merger Proposal.

The adoption and approval of the MYMD Merger Proposal requires the written consent of the holders of at least 75% of the issued and outstanding shares of MYMD common stock.

Interests of Akers’ Directors and Executive Officers in the Merger (see page 156)

In considering the recommendation of the Akers Board of Directors that Akers stockholders vote to approve all of the presented proposals, Akers stockholders should be aware that certain of Akers’ directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Akers stockholders generally. These interests and arrangements may create potential conflicts of interest. The Akers Board of Directors was aware of these interests and considered them, among other matters, in approving and declaring advisable the Merger Agreement, the Contribution and Assignment Agreement, and the transactions contemplated thereby, including the merger, and in recommending that Akers stockholders approve the Share Issuance Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Contribution Proposal, and the Adjournment Proposal.

When you consider the recommendation of the Akers Board of Directors in favor of approval of the Share Issuance Proposal, the Reverse Stock Split Proposal, the A&R Charter Proposal, the Incentive Plan Proposal, the Akers Golden Parachute Compensation Proposal, the Contribution Proposal, and the Adjournment Proposal, you should keep in mind that Akers’ directors and officers have interests in the merger that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

For a more complete description of these interests, see “THE MERGER — Interests of Akers’ Directors and Executive Officers in the Merger” beginning on page 156 of this joint proxy and consent solicitation statement/prospectus.

Interests of MYMD’s Directors and Executive Officers in the Merger (see page 158)

In considering the recommendation of MYMD’s board of directors that MYMD stockholders consent to approve the Merger Agreement and the merger, MYMD stockholders should be aware that some of MYMD’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of MYMD stockholders generally. These interests and arrangements may create potential conflicts of interest. MYMD’s board of directors was aware of these interests and considered these interests, among other matters, in adopting and approving the Merger Agreement and the transactions contemplated thereby, including the merger, and in recommending that MYMD stockholders approve the MYMD Merger Proposal.

When MYMD’s stockholders consider the recommendation of MYMD’s board of directors in favor of approval of the merger, MYMD’s stockholders should keep in mind that MYMD’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of its stockholders. These interests include, among other things:

Certain of MYMD’s executive officers and each of MYMD’s directors have also entered into a support agreement, a voting agreement, and a lock-up/leak out agreement in connection with the merger. For a more detailed discussion of these agreements, see “THE MERGER — The Lock-Up/Leak-Out Agreements” beginning on page 166 of this joint proxy and consent solicitation statement/prospectus.

For a more complete description of these interests, see “THE MERGER — Interests of MYMD’s Directors and Executive Officers in the Merger” beginning on page 158 of this joint proxy and consent solicitation statement/prospectus.

Treatment of MYMD Stock Options (see page 165)

At the effective time of the merger, Akers will assume all of MYMD’s rights and obligations under the stock options granted pursuant to the MyMD Incentive Plan that are outstanding immediately prior to the effective time of the merger, and such options shall become exercisable for shares of Akers common stock. The term of each such option will be amended to expire on the second anniversary of the effective date of the merger, and the number of shares of Akers common stock that may be purchased pursuant to such stock options and the exercise price for such stock options shall be adjusted to reflect the Exchange Ratio as set forth in the Merger Agreement. For more information on the assumption of outstanding stock options of MYMD, see the section titled “THE MERGER AGREEMENT — Treatment of MYMD Stock Options” beginning on page 165 of this joint proxy and consent solicitation statement/prospectus.

Board Composition and Management of Akers After the Merger (see page 156)

Pursuant to the Merger Agreement, immediately after the effective time of the merger, the combined company’s board of directors will be fixed at seven members, four of whom will be directors designated by the Akers Board of Directors, and is expected to include Joshua Silverman, Akers’ current director and Chairman of the Board of Directors, as chairman of the board of directors of the combined company, as well as Christopher C. Schreiber, Bill J. White and Robert C. Schroeder, each of whom are current directors of Akers. The three remaining directors will be designated by MYMD. It is anticipated that MYMD designees will be Chris Chapman, M.D., Craig Eagle, M.D. and Jude Uzonwanne.

The following table lists the names and positions of the individuals who are expected to serve as executive officers and directors of the combined company upon the completion of the merger:

Following the merger, the management team of the combined company is expected to be composed of certain current members of the management team of MYMD, listed as follows:

Chris Chapman, M.D. – President, Chief Medical Officer and Director (principal executive officer)

Adam Kaplin, M.D., Ph.D. - Chief Scientific Officer

Paul Rivard, Esq. – Executive Vice President of Operations and General Counsel

Ian Rhodes – Chief Financial Officer (principal financial officer)

Appraisal Rights (see page 162 and Annex E)

If the merger is completed, MYMD stockholders are entitled to seek appraisal rights under the FBCA. In order to exercise appraisal rights, a MYMD stockholder must not provide a signed written consent in favor of the MYMD Merger Proposal and must also strictly comply with the statutory procedures of Sections 607.1301 through 607.1340 of the FBCA. A copy of the full text of those sections is included as Appendix E to this joint proxy and consent solicitation statement/prospectus. Given the complexity of Sections 607.1301 through 607.1340, MYMD stockholders are urged to read Appendix E in its entirety and to consult with their legal advisors if they wish to seek appraisal rights. Each MYMD stockholder who desires to assert his, her or its appraisal rights is cautioned that failure on his, her or its part to adhere strictly to the requirements of Florida law in any regard will cause a forfeiture of any appraisal rights of such stockholder. Any executed written consent returned that does not indicate such stockholder’s decision on the MYMD Merger Proposal will be deemed to have approved the MYMD Merger Proposal. Pursuant to the terms of the Merger Agreement, it is a condition to Akers’ and Merger Sub’s obligations to complete the merger that holders of no more than five percent (5%) of the outstanding shares of MYMD common stock immediately prior to the effective time of the merger shall have exercised, or remain entitled to exercise, appraisal rights pursuant to Sections 607.1301 through 607.1340 of the FBCA with respect to such shares of MYMD common stock.

For a more complete discussion of the appraisal rights, see the provisions of Sections 607.1301 through 607.1340 of the FBCA, attached to this joint proxy and consent solicitation statement/prospectus as Annex E, and the section titled “THE MERGER — Appraisal Rights” beginning on page 162 of this joint proxy and consent solicitation statement/prospectus.

No Solicitation (see page 175)

The Merger Agreement contains provisions that make it more difficult for each of Akers and MYMD to solicit, initiate, knowingly encourage, induce or knowingly facilitate the communication, making, submission or announcement of, any “acquisition proposal,” as defined in the Merger Agreement, or take any action that could reasonably be expected to lead to an acquisition proposal, including the following:

However, prior to the adoption of the Merger Agreement by the Akers stockholders, Akers is not prohibited from furnishing non-public information regarding Akers or its subsidiaries to, or entering into discussions with, any person in response to any bona fide written acquisition proposal that is, or would reasonably be expected to result in, a superior offer (which is not withdrawn), subject to certain conditions. 

Conditions to Completion of the Merger (see page 171)

Currently, Akers and MYMD expect to complete the merger during April 2021. As more fully described in this joint proxy and consent solicitation statement/prospectus and in the Merger Agreement, each party’s obligation to complete the merger depends on a number of conditions being satisfied or, where legally permissible, waived, including the following:

The obligation of Akers to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

The obligation of MYMD to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

Neither Akers nor MYMD can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. See “THE MERGER AGREEMENT — Conditions to Closing of the Merger” on page 171 of this joint proxy and consent solicitation statement/prospectus for a more complete summary of the conditions that must be satisfied prior to closing.

Listing of Akers Common Stock (see page 155)

Akers common stock is currently listed on The Nasdaq Capital Market under the symbol “AKER”. Pursuant to the Merger Agreement, Akers has agreed to obtain approval for listing on The Nasdaq Capital Market the shares of Akers common stock to be issued in connection with the merger. In addition, under the Merger Agreement, each party’s obligation to complete the merger is subject to the satisfaction or waiver by each of the parties, at or prior to the merger, of various conditions, including that Akers must have caused such shares of Akers common stock to be approved for listing on The Nasdaq Capital Market, subject only to official notice of issuance as of the closing of the merger.

In connection with the merger, MYMD will change its name to “MyMD Pharmaceuticals (Florida), Inc.”, and Akers will change its name to “MyMD Pharmaceuticals, Inc.” Akers will apply to change its trading symbol on The Nasdaq Capital Market to “MYMD.”

Ancillary Agreements (see page 183)

Transaction Documents

In connection with the execution of the Merger Agreement, (i) MYMD entered into the Supera Asset Purchase Agreement to effectuate the Supera Purchase, the completion of which is a closing condition to the merger, (ii) Akers and MYMD entered into the Bridge Loan Note, as further described below, (iii) the officers and directors of Akers, and the officers, directors and certain stockholders of MYMD, each entered into Lock-Up/Leak-Out Agreements. which place certain restrictions on the sale or disposition of Akers common stock beneficially owned by such persons prior to or as a result of the merger, the receipt of a certain percentage of which by each of Akers and MYMD is a closing condition to the merger, (iv) each of the officers and directors of Akers entered into a voting agreement with MYMD, and (v) the officers, directors and certain stockholders of MYMD each entered into a voting agreement with Akers, which include, among other things, covenants to vote such shares in favor of approving the Merger Agreement.

For additional information, see “ANCILLARY AGREEMENTS” on page 183 of this joint proxy and consent solicitation statement/prospectus. Copies of the complete text of the Supera Asset Purchase Agreement, Bridge Loan Note, the Lock-up/Leak-Out Agreements and the Stockholder Voting Agreements are included in this joint proxy and consent solicitation statement/prospectus as Annexes G, H, I, J and K, respectively.

Supera Asset Purchase Agreement

On November 11, 2020, concurrently with the execution of the Merger Agreement, MYMD entered into the Supera Asset Purchase Agreement, pursuant to which Supera agreed to sell substantially all of the assets associated with its business of developing and commercializing synthetic derivatives of naturally grown cannabidiols to MYMD, immediately prior to (and contingent on) the closing of the merger. The aggregate purchase price for the purchased assets consists of 33,937,909 shares of MYMD common stock and the assumption of certain liabilities for trade accounts payable to third parties incurred in the ordinary course of business and certain liabilities under the assigned contracts to the extent performance is required after the closing of the Supera Purchase. The Supera Asset Purchase Agreement contains representations, warranties and covenants by MYMD and Supera that are typical for this type of transaction. Closing of the Supera Purchase is a condition to the obligations of Akers to effect the merger. Akers currently expects that the Supera Purchase will close immediately prior to the merger.

Bridge Loan Note

On November 11, 2020, concurrently with the execution of the Merger Agreement, MYMD entered into the Bridge Loan Note, pursuant to which Akers agreed to provide a bridge loan of up to an aggregate principal amount of $3,000,000. Advances under the Bridge Loan Note (“Bridge Loan Advances”) are made in the amounts and at the times as needed to fund MYMD’s operating expenses, and as of filing of this joint proxy and consent solicitation statement/prospectus, Akers has made a total of $2.4 million of Bridge Loan Advances. The Bridge Loan Advances accrue interest at 5% per annum, which may be increased to 8% per annum upon occurrence of any event of default, from the date of such default. The principal and the accrued interest of the Bridge Loan Note is to be repaid upon the earliest to occur of (a) April 15, 2022; (b); if the merger is consummated, then upon demand of Akers following the consummation of the merger; or (c) the date on which the amounts due under the Bridge Loan Note are accelerated upon event of default as set forth in the Bridge Loan Note. MYMD granted Akers a first priority security interest in and lien on substantially all of the assets of MYMD as security for the Bridge Loan Note. The outstanding principal amount and the accrued interest of the Bridge Loan Note are convertible into shares of MYMD common stock in accordance with the terms of the Merger Agreement.

The Lock-Up/Leak-Out Agreements

As a condition to the closing of the merger, Akers shall have received executed Lock-Up/Leak-Out Agreements from MYMD’s directors, executive officers and certain stockholders hold not less than 80% of the issued and outstanding shares of MYMD common stock immediately prior to the closing of the merger. In connection with the execution of the Merger Agreement, MYMD’s directors, executive officers and certain stockholders, who beneficially held approximately 62% of MYMD’s capital stock as of November 11, 2020, and each of Akers’ directors and executive officers have entered into Lock-up/Leak-out agreements. The parties to the Lock-Up/Leak-Out Agreements have agreed not to, except in limited circumstances, transfer, grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber any shares of Akers capital stock for 180 days following the effective time of the merger. For the subsequent 180 days after the initial 180-day lock-up period, any disposal of Akers common stock must be only in accordance with the volume limitations set forth in paragraph (2) of Rule 144 promulgated under the Securities Act.

The Stockholder Voting Agreements

In accordance with the terms of the Merger Agreement, (i) certain executive officers, directors and stockholders of MYMD (solely in their respective capacities as MYMD stockholders) holding approximately 61% of the outstanding MYMD common stock entered into the MYMD Voting Agreements with Akers to vote all of their shares of MYMD common stock in favor of adoption of the Merger Agreement, and (ii) certain executive officers and directors of Akers (solely in their respective capacities as Akers stockholders) holding approximately 1% of the outstanding Akers common stock have entered into the Akers Voting Agreements with MYMD to vote all of their shares of Akers common stock in favor of approval of the Merger Agreement. The voting agreements also place certain restrictions on the transfer of the shares of Akers and MYMD, as applicable, held by the signatories thereto.

Lock-up and Support Agreement

Each of substantially all investors who participated in the Akers Private Placement that closed on November 17, 2020, entered into a lock-up and support agreement with Akers, pursuant to which such investor agreed, from the date of the support agreement until May 31, 2021, to vote the investors’ shares of Akers common stock in favor of each matter proposed and recommended for approval by the Akers Board of Directors or management at every stockholders’ meeting. Until the earlier of (a) the termination of the Merger Agreement or (b) the date that the stockholder votes its Akers shares in support of the merger and all matters related to the merger and such vote is irrevocable, each investor agreed that the investor will not, directly or indirectly, without the prior written consent of Akers, transfer, assign or dispose of the investor’s right to vote the shares or otherwise take any act that could restrict or otherwise affect its legal power, authority or right to vote all of such shares in the manner required by the support agreement.

The Contribution and Assignment Agreement

On March 18, 2021, Akers entered into a the “Contribution and Assignment Agreement by and among Akers, Cystron, and Oravax, pursuant to which Akers agreed to contribute (i) an amount in cash equal to $1,500,000 to Oravax, (ii) cause Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing a COVID-19 Vaccine Candidate to Oravax, and deliver to Premas on behalf of Cystron $1,200,000 in satisfaction of all current accrued and unpaid milestone payments due pursuant the License Agreement. In addition to the cash amount equal to $1,200,000, Akers will hold for payment and delivery, an additional amount equal to $300,000 and 134,572 shares of Akers common stock and 72,922 shares of Akers Series D Convertible Preferred Stock, due to Premas, to be paid and delivered at a future date upon Premas obtaining the requisite permissions from Indian Authorities and making a demand on Akers for payment and delivery of the same. For the avoidance of doubt, the 134,572 shares of Akers common stock and 72,992 shares of Akers Series D Convertible Preferred Stock referred to in the preceding sentence were previously issued and are outstanding in the stock books of Akers registered in the name of Premas. The aggregate purchase price for the contribution consists of the Oravax Shares and the assumption of all obligations or liabilities in respect of the assets of Cystron following the closing of the Contribution Transaction, including the obligations under the License Agreement. Simultaneously with the entry into the Contribution Agreement, Oravax entered into a license agreement with Oramed. Pursuant to the license agreement, Oramed has agreed to license certain technology for the oral delivery of pharmaceuticals to Oravax and to contribute $1,500,000 in cash to Oravax effective upon the consummation of the Contribution Transaction. In consideration of Oramed’s commitments, Oravax issued 1,890,000 shares of its capital stock to Oramed. As a result of the issuance of Oravax shares to Oramed, Akers’ share ownership of Oravax is consists of 13% of Oravax’s outstanding shares of capital stock. Akers, Oramed and the other shareholders of Oravax executed a shareholder’s agreement containing customary terms. In addition, Oravax agreed to pay future royalties to Akers equal to 2.5% of all net sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries.

The Contribution and Assignment Agreement contains representations, warranties and covenants by Akers, Cystron and Oravax that are typical for this type of transaction. Consummation of the transactions contemplated by the Contribution and Assignment Agreement is subject to certain conditions, including the receipt by Akers of the affirmative vote of a majority of the votes cast by those stockholders entitled to vote and present in person or by proxy.

Termination and Release Agreement

On March 18, 2020, Akers and the Cystron Sellers, which are also shareholders of Oravax, entered into a Termination and Release Agreement terminating the MIPA effective upon consummation of the Contribution Agreement. In addition, the Cystron Sellers agreed to waive any change of control payment triggered under the MIPA as a result of the merger.

Termination of Merger Agreement (see page 181)

The Merger Agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, whether before or after the required stockholder approvals to complete the merger and related matters have been obtained, as set forth below:

The End Date may be extended as follows:

Termination Costs (see page 163)

If the Merger Agreement is terminated, other than in a termination by Akers due to (i) MYMD’s failure to obtain stockholder approval within the timeframe required by the Merger Agreement or (ii) MYMD’s breach of its representations, warranties, covenants or agreements under the Merger Agreement, then, at MYMD’s sole discretion, all or any part of the loan amounts under the Bridge Loan Note, and if any, the Second Bridge Loan Note and the Third Bridge Loan Note, will be convertible into shares of MYMD common stock at a conversion price per share of $2.00 (subject to adjustment for any stock split, reverse stock splits and similar changes), upon delivery of notice within thirty calendar days after the effective date of termination of the Merger Agreement.

Comparison of Rights of Akers Stockholders and MYMD Stockholders (see page 280)

Akers is a New Jersey corporation. MYMD is a Florida corporation. As such, the rights of Akers stockholders are governed by the laws of the State of New Jersey and the rights of MYMD stockholders are governed by the laws of the State of Florida. Additionally, the rights of Akers stockholders are governed by the Akers Charter and the Akers Bylaws, and the rights of MYMD stockholders are governed by the Articles of Incorporation of MYMD (the “MYMD Articles”) and the MYMD By-Laws (the “MYMD Bylaws”). Subject to stockholder approval, the A&R Charter, as set forth in Annex B will be in effect at the effective time of the merger and will govern the rights of the stockholders of the combined company. The rights of Akers stockholders contained in the A&R Charter and the Akers Bylaws, as amended and restated (unless approval of the A&R Charter Proposal is not obtained and the related condition to the consummation of the merger is waived), differ from the rights of MYMD stockholders under the MYMD Articles and MYMD Bylaws, as more fully described under the section titled “COMPARISON OF RIGHTS OF AKERS STOCKHOLDERS AND MYMD STOCKHOLDERS” on page 280 of this joint proxy and consent solicitation statement/prospectus.

Accounting Treatment (see page 162)

Although Akers is the legal acquirer and will issue shares of its common stock to effect the merger with MYMD, the business combination will be accounted for as an acquisition of Akers by MYMD under GAAP. Under the “acquisition” method of accounting, the assets and liabilities of Akers will be recorded, as of the completion of the merger, at their respective fair values in the financial statements of MYMD. The financial statements of MYMD issued after the completion of the merger will reflect these values but will not be restated retroactively to reflect the historical financial position or results of operations of Akers.

For a more complete discussion of the accounting treatment of the merger, see the section titled “The Merger — Accounting Treatment” on page 162 of this joint proxy and consent solicitation statement/prospectus.

U.S. Federal Income Tax Considerations (see page 162)

The merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code and Treasury Regulations promulgated thereunder. As a result of the “reorganization,” a MYMD common stockholder whose MYMD common stock is exchanged in the merger for Akers common stock should not recognize any taxable gain or loss in the merger except to the extent of lesser of the gain realized in the merger and the amount of Additional Consideration received (less the amount treated as imputed interest). Akers stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the merger.

Tax matters are very complicated, and the tax consequences of the merger to a particular Akers or MYMD common stockholder will depend in part on such holder’s circumstances. Accordingly, Akers and MYMD urge you to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section titled “CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” on page 215 of this joint proxy and consent solicitation statement/prospectus.

Regulatory Approvals (see page 161)

Akers and MYMD believe that the merger does not raise substantial antitrust or other significant regulatory concerns and that both parties will be able to obtain all requisite regulatory approvals prior to the anticipated closing. Akers must also comply with the applicable federal and state securities laws and the rules and regulations of The Nasdaq Stock Market LLC for the approval of the listing application to be submitted in connection with the issuance of shares of Akers common stock in the merger and the filing with the SEC of the registration statement of which this joint proxy and consent solicitation statement/prospectus forms a part. For a more complete discussion of the regulatory approvals required in connection with the merger, see the section titled “THE MERGER — Regulatory Approvals Required for the Merger” on page 161 of this joint proxy and consent solicitation statement/prospectus.

Opinion of Akers’ Financial Advisor (see page 148, Annex F and Annex M)

On November 11, 2020, Gemini Valuation Services, LLC (“GVS”) rendered its oral opinion to Akers’ Board of Directors (which was subsequently confirmed in writing as of November 11, 2020) (the “GVS Opinion”), as of November 11, 2020, as to the fairness, from a financial point of view, of the contribution made and consideration received by the holders of Akers common stock pursuant to the Merger Agreement.

The GVS Opinion was addressed to Akers’ Board of Directors in connection with its consideration of the merger. GVS’ opinion addressed solely the fairness, from a financial point of view, of the consideration received by the holders of Akers common stock pursuant to the Merger Agreement to the holders of Akers common stock. It did not address any other aspect or implication of the merger. The summary of the opinion in this joint proxy and consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex F, as reaffirmed by the Affirmation Letter dated March 18, 2021, which is included as Annex M to this joint proxy and consent solicitation statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by GVS in preparing its opinion. Neither the GVS Opinion nor the summary of the opinion and related analyses set forth in this joint proxy and consent solicitation statement/prospectus is intended to and they do not constitute a recommendation to Akers’ Board of Directors or any stockholder of Akers as to how to vote or to take any other action in connection with the merger.

For further information, see the section titled “THE MERGER — Opinion of Akers’ Financial Advisor” beginning on page 148 and the full text of the opinion attached as Annex F and Affirmation Letter, attached as Annex M to this joint proxy and consent solicitation statement/prospectus.

Summary of Risk Factors (see page 55)

Below is a summary of the principal risk factors related to the merger and the combined company. This summary does not address all of the risks related to the merger and the combined company. Additional discussion of the risks summarized in this summary of risk factors, and other risks related to the businesses of Akers and MYMD, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this joint proxy and consent solicitation statement/prospectus before deciding how to vote.

Risks Related to the Proposed Merger and the Contribution Transaction

Risks Related to the Reverse Stock Split

Risks Related to the Combined Company Following the Merger

In addition, Akers and MYMD face other business, financial operational, and legal risks and uncertainties discussed in the sections titled “—Risks Related to MYMD’s Financial Position,” “—Risks Related to MYMD’s Product Development and Regulatory Approval,” “—Risks Related to Commercialization and Manufacturing,” “—Risks Related to Government Regulation,” “—Risks Related to MYMD’s Intellectual Property,” “Risks Related to Employee Matters, Managing Growth and Other Risks Related to MYMD’s Business,” “—Risks Related to the Business of Akers Prior to the Consummation of the Merger and the Contribution Transaction,” and “—Risks Related to Akers’ Financial Position and Need for Additional Capital.”

SELECTED HISTORICAL FINANCIAL INFORMATION OF AKERS

The following table sets forth selected historical financial information of Akers for each of the periods presented. Such information has been derived from Akers’ audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019, each of which is included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The following tables should be read together with “INFORMATION ABOUT AKERS — Akers’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 230 of this joint proxy and consent solicitation statement/prospectus and Akers’ audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 and related notes beginning on page F-1 of this joint proxy and consent solicitation statement/prospectus.

Akers’ historical results are not necessarily indicative of results to be expected in any future period.

AKERS BIOSCIENCES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2020 and 2019

AKERS BIOSCIENCES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss