What changed in this filing

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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-25 · 2562 added, 1461 removed, 805 unchanged (83% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) designed

to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified under the rules and forms of the SEC.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and

communicated to our management, including our Chief Executive Officer and our Executive Chairman, as appropriate to allow timely

decisions regarding required disclosures.

As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our

Executive Chairman (our principal executive officer) and our interim Chief Financial Officer (our principal financial officer)

carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December

Based on this evaluation, our Executive Chairman and our interim Chief Financial Officer concluded that

our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2019.

Management’s Report on Internal Controls over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed

by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board of

Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

control over financial reporting cannot provide absolute assurance of achieving their objectives.

Internal control over financial

reporting is a process that involves human diligence and compliance and is subject to lapses in judgement and breakdowns resulting

from human failures.

Due to their inherent limitations, there is a risk that material misstatements may not be prevented or detected

on a timely basis by internal control over financial reporting.

It is possible to design safeguards to reduce, but not eliminate,

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our

has used the framework set forth in the report entitled Internal Control—Integrated Framework published by the Committee

of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal

Controls and Procedures

principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and

procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 13a-15(e) and

15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation,

our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports

that we filed or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer

and principal financial officers as appropriate to allow timely decisions regarding required disclosure.

Control over Financial Reporting

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or

detected on a timely basis.

Based on such evaluation, our Principal Executive Officer and our Principal Financial Officer have

concluded that, as of December 31, 2019, our internal controls over financial reporting were effective.

of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud.

control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not

absolute, assurance that its objectives will be met.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management’s report in

this annual report.

Changes in Internal Control over Financial Reporting

the three months ended December 31, 2019, our Board of Directors appointed Christopher C.

Schreiber, an existing director, to

the additional role of Executive Chairman (principal executive officer) and we implemented additional controls in connection with

the accounting for inventory.

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules

13a-15(f) under the Exchange Act.

Internal control over financial reporting refers to the process designed by, or under the supervision

of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP, including those policies and procedures that:

(i) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect our transactions and the disposition of our assets, (ii) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in

accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of our management

and board of directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of our assets that could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with policies and procedures may deteriorate

evaluated the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this

evaluation management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting

firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management’s

report in this Annual Report on Form 10-K.

in Internal Controls over Financial Reporting

were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended December 31,

2020 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Other Information.

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Executive officers are elected

by the Board of Directors and serve at the discretion of the directors.

by our board of directors (the “Board”) and serve at the discretion of the directors.

Chief Financial Officer

Chairman of the Board of Directors and Director

President and Chief Executive Officer

Independent Director;

Chairman of the Board

forth below is a brief description of the background and business experience of each of our executive officers and directors.

Yeaton , has been our interim Chief Financial Officer since October 5, 2018.

Yeaton has been the Managing Principal

of Financial Consulting Strategies, LLC since 2003, a firm serving principally early stage public companies with financial reporting

support and other related strategic services.

Until November 2019, Mr.

Yeaton served as a director, Vice Chairman and Chairman

of the audit committee for Stewardship Financial Corporation, a community bank.

From 2014 to 2019, Mr.

Yeaton served as Interim

Chief Financial Officer of Propel Media, Inc.

and from July 2014 to July 2015, Mr.

Yeaton served as Interim Chief Financial Officer

of Energous Corporation, a public company listed on the Nasdaq Capital Market;

both clients of Financial Consulting Strategies,

In addition, prior to founding Financial Consulting Strategies, LLC, Mr.

Yeaton served in various financial leadership positions

for Konica and Teco Energy.

Yeaton began his career with Deloitte, an international accounting and auditing firm.

has a BS in accounting from Florida State University in Tallahassee, FL, and a Master’s in Business Administration from

the University of Connecticut in Storrs, CT.

Schreiber , has been a director of our company since August 8, 2017 and currently serves as our Executive Chairman.

Rhodes , has been our interim Chief Financial Officer since January 29, 2021.

From March 2020 to December 2020, Mr.

served as the Interim CFO of Roadway Moving and Storage.

From November 2018 to July 2019, he served as Interim CFO of Greyston

Bakery and Foundation.

From December 2016 to September 2018, Mr.

Rhodes served as President, CEO and Director of GlyEco, Inc.,

and served as CFO of GlyEco, Inc.

from February 2016 to December 2016.

From May 2014 to January 2016, he served as CFO of Calmare

Therapeutics.

Rhodes began his career at PricewaterhouseCoopers, where he worked for 15 years.

Rhodes holds a Bachelor of Science degree in Business Administration with a concentration in Accounting from Seton Hall University

and is a licensed CPA in New York .

Schreiber , has served as a member of our Board since August 8, 2017 and currently serves as our Chief Executive Officer

and President.

Prior to his time as our Chief Executive Officer, Mr.

Schreiber served as our Executive Chairman, an executive

officer position, and served as our principal executive officer since November 1, 2019.

Schreiber has been our President since

July 21, 2020.

Schreiber combines over 30 years of experience in the securities industry.

As the Managing Director of Capital Markets at Taglich

Brothers, Inc., Mr.

Schreiber builds upon his extensive background in capital markets, deal structures, and syndications.

to his time at Taglich Brothers, he was a member of the board of directors of Paulson Investment Company, a 40-year-old full service

Investment Banking firm.

As the managing director of capital

markets at Taglich Brothers, Inc.

(“Taglich Brothers”), Mr.

Schreiber builds upon his extensive background in capital

markets, deal structures, and syndications.

Prior to his time at Taglich Brothers, he was a member of the board of directors of

Paulson Investment Company, a 40-year-old full-service investment banking firm.

In addition, Mr.

Schreiber serves as a director and partner of Long Island Express North, an elite lacrosse

training organization for teams and individuals.

He also volunteers on the board of directors for Fox Lane Youth Lacrosse, a community

youth program.

Schreiber is a graduate of Johns Hopkins University, where he received a Bachelor’s Degree in Political

Schreiber was selected to serve on the Board of Directors in part because of his significant experience in capital

markets and knowledge of our company.

Silverman, has been a director of our company since September 6, 2018.

Silverman currently serves as the Managing Member

of Parkfield Funding LLC.

Silverman was the co-founder, and a Principal and Managing Partner of Iroquois Capital Management,

LLC, an investment advisory firm.

Schreiber serves as a director

and partner of Long Island Express North, an elite lacrosse training organization for teams and individuals.

He also volunteers

on the board of directors for Fox Lane Youth Lacrosse, a community youth program.

Schreiber is a graduate of Johns Hopkins

University, where he received a Bachelor’s Degree in Political Science.

Schreiber was selected to serve on the Board

in part because of his significant experience in capital markets and knowledge of our company.

Silverman, has served as a member of our Board since September 6, 2018 and currently serves as the Board’s lead independent

director and as Chairman of the Board.

Silverman currently serves as the managing member of Parkfield Funding LLC.

was the co-founder, and a principal and managing partner of Iroquois Capital Management, LLC (“Iroquois”), an investment

advisory firm.

Since its inception in 2003 until July 2016, Mr.

Silverman served as Co-Chief Investment Officer

While at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both

public and private companies and has often been called upon by the companies solve inefficiencies as they relate to corporate

structure, cash flow, and management.

Silverman served as co-chief investment officer of Iroquois.

at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public and private

companies and has often been called upon by the companies solve inefficiencies as they relate to corporate structure, cash flow,

and management.

From 2000 to 2003, Mr.

Silverman served as Co-Chief Investment Officer of Vertical Ventures,

LLC, a merchant bank.

Silverman served as co-chief investment officer of Vertical Ventures, LLC, a merchant bank.

Prior to forming Iroquois, Mr.

Silverman was a Director of Joele Frank, a boutique consulting firm specializing

in mergers and acquisitions.

Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and

acquisitions.

Previously, Mr.

Silverman served as assistant press secretary to the president of the United States.

Silverman currently serves as a director of DropCar, Inc., Protagenic Therapeutics, and Neurotrope, Inc., all of which are

public companies.

He previously served as a Director of National Holdings Corporation from July 2014 through August 2016 and

as a Director of Marker Therapeutics, Inc.

currently serves as a director of AYRO, Inc., Protagenic Therapeutics, and Neurotrope, Inc., all of which are public companies.

He previously served as a director of National Holdings Corporation from July 2014 through August 2016 and as a director of Marker

Therapeutics, Inc.

from August 2016 until October 2018.

Silverman received his B.A.

University in 1992.

White , has been a director of our company since August 8, 2017.

from Lehigh University in 1992.

Silverman’s

qualifications to sit on the Board include his experience as an investment banker, management consultant and as a director of

numerous public companies.

White , has served as a member of the Board since August 8, 2017.

White has more than 30 years of experience in financial

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White was selected to

serve on the Board of Directors in part because of his significant financial and accounting experience with public companies.

Schroeder , has been a director of our company since November 1, 2019.

Schroeder is currently the Vice President of

Investment Banking at Taglich Brothers, a brokerage firm, and specializes in advisory services and capital raising for small public

and private companies.

serve on the Board because of his significant financial and accounting experience with public companies.

has served as a member of the Board since November 1, 2019.

Schroeder is currently the vice president of investment banking

at Taglich Brothers, a brokerage firm, and specializes in advisory services and capital raising for small public and private companies.

Prior to his time at Taglich Brothers, Mr.

Schroeder served as a Senior Equity Analyst publishing sell-side

research on publicly traded companies and served in various other positions in the brokerage and public accounting industry.

Schroeder currently serves on the board of directors of publicly traded Intellinetics, Inc., a document solutions software development,

sales and marketing company, Air Industries Group (NYSE:AIRI), a manufacturer of aerospace parts and assemblies, and Decisionpoint

Systems, Inc., a leading provider and integrator of Enterprise Mobility, Wireless Applications and RFID solutions.

received a B.S.

Schroeder served as a Senior Equity Analyst publishing sell-side research on publicly

traded companies and served in various other positions in the brokerage and public accounting industry.

Schroeder currently

serves on the board of directors of publicly traded Intellinetics, Inc., a document solutions software development, sales and

marketing company, Air Industries Group (NYSE:AIRI), a manufacturer of aerospace parts and assemblies, and Decisionpoint Systems,

Inc., a leading provider and integrator of Enterprise Mobility, Wireless Applications and RFID solutions.

Schroeder received

degree in accounting and economics from New York University.

The Board of Directors believes Mr.

well qualified to serve on the Board of Directors due to his leadership skills, capital markets expertise, and extensive experience

as a director of the board for other public companies.

He is a Chartered Financial Analyst and a member of the CFA

Institute and CFA Society of New York.

Schroeder was selected to serve on the Board because of his leadership skills,

capital markets expertise, and extensive experience as a director of the board for other public companies.

Relationships

are no family relationships between any of our officers or directors.

Composition and Committees and Director Independence

December 30, 2019, our shareholders reelected Christopher C.

Schreiber, Joshua Silverman, and Bill J.

White, and elected Robert

Schroeder as members of the Board.

have adopted a Code of Ethics, which applies to our Board of Directors, our executive officers and our employees, outlines the

broad principles of ethical business conduct we adopted, covering subject areas such as:

with applicable laws and regulations,

of books and records,

disclosure reporting,

discrimination

and harassment,

and fair dealing, and

of company assets.

copy of our Code of Ethics is available without charge, to any person desiring a copy of the Code of Ethics, by written request

to us at our principal offices at c/o Akers Biosciences, Inc., 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036.

Composition and Committees

August 27, 2020, our shareholders reelected Christopher C.

Schreiber, Joshua Silverman, Bill J.

White and Robert C.

as members of the Board.

Silverman, Mr.

Schroeder, and Mr.

White comprise the Board’s Audit Committee,

Compensation Committee, and Nominating and Corporate Governance Committee.

White acts as Chairman of the Audit Committee,

White comprise the Board’s Audit Committee and Risk and Disclosure

Silverman and Mr.

White comprise the Board’s Compensation Committee, and Nominating and Corporate Governance

White acts as Chairman of the Audit Committee, and Mr.

Silverman acts as Chairman of the Compensation Committee.

The directors will serve until our next annual meeting and until

their successors are duly elected and qualified.

We define “independent”

as that term is defined in Rule 5605(a)(2)

of the Nasdaq listing standards.

making the determination of whether a member of the Board of Directors is independent, our Board of Directors consider, among

other things, transactions and relationships between each director and his immediate family and us, including those reported under

the caption “Related Party Transactions”.

The purpose of this review is to determine whether any such relationships

or transactions are material and, therefore, inconsistent with a determination that the directors are independent.

of such review and its understanding of such relationships and transactions, our Board of Directors affirmatively determined that

Joshua Silverman, Mr.

The directors will serve until our next annual meeting and until their successors are duly elected and qualified.

May 28, 2020, the United States District Court for the District of New Jersey approved that certain Amended Stipulation and Agreement

of Settlement, dated October 1, 2019 (the “Settlement”) among the settling parties in connection with a consolidated

shareholder derivative action, Case No.:

2:18-cv-15992.

Pursuant to the Settlement, effective as of July 21, 2020, we made various

modifications to our corporate governance and business ethics practices as further discussed below.

are currently listed on the NASDAQ Capital Market and therefore rely on the definition of independence set forth in the NASDAQ

Listing Rules (“NASDAQ Rules”).

Under the NASDAQ Rules, a director will only qualify as an “independent director”

if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director

concerning his background, employment, share ownership, and affiliations with other board members, shareholders, business, contractor

and family relationships, as well as the amount of the compensation we pay to each director, we have determined that Mr.

White and Mr.

Schroeder are qualified as independent and that none of them have any

material relationship with us that might interfere with his or her exercise of independent judgment.

of the Board of Directors and Shareholders

Board of Directors met in person and telephonically 5 times during 2019 and also acted by unanimous written consent.

member of our Board of Directors was present at least 75% of the Board of Directors meetings held, while such individual was a

It is our policy that all directors must attend all shareholder meetings, barring extenuating circumstances.

All directors

were present at the 2019 Annual Meeting of Shareholders, either in person or telephonically.

have established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The Audit Committee,

Compensation Committee and Nominating and Corporate Governance Committee met in person and telephonically 4 times, 1

time and 1 time, respectively, during 2019, and also acted by unanimous written consents.

Each committee has its

own charter, which is available on our website at www.akersbio.com.

Information contained on our website is not incorporated

herein by reference.

have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act of

1934, as amended (the “Exchange Act”).

The members of our Audit Committee are Mr.

Schroeder have no material relationships with us that would interfere with the exercise of independent judgment

and are “independent directors”

as that term is defined in the NASDAQ Rules.

to the Settlement, we also adopted amendments to our Bylaws to require that at least 50% of the Board will qualify as “independent

directors”

under the NASDAQ Rules and that the Chairman of the Board will be an independent director.

Currently, more than

50% of the Board qualify as “independent directors”

under the NASDAQ Rules, and the Chairman of the Board is an independent

have established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Risk and

Disclosure Committee.

Each committee has its own charter, which is available on our website at www.akersbio.com/investor-center/corporate-governance.

Information contained on our website is not incorporated herein by reference.

Audit Committee is composed of Mr.

White (chairman), Mr.

Silverman and Mr.

Each of these Committee members is “independent”

within the meaning of Rule 10A-3 under the Exchange Act and the Nasdaq

Stock Market Rules.

Our Board of Directors has determined that Mr.

White is an “audit committee financial expert”,

as such term is defined in Item 407(d)(5) of Regulation S-K.

White serves as Chairman of our Audit Committee.

of the Audit Committee was present at 100% of the Audit Committee meetings held during such director’s tenure as a member

of the Audit Committee.

Audit Committee oversees our corporate accounting, financial reporting practices and the audits and reviews of financial statements.

For this purpose, the Audit Committee has a charter (which is reviewed annually).

As summarized below, the Audit Committee:

the independence and performance of, and assesses the qualifications of, our independent auditor and engages such independent

the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services and approves in advance any

non-audit service and fees therefor to be provided by the independent auditor;

the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team

as required by law;

the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with

management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

all aspects of our systems of internal accounting and financial reporting control;

oversight in connection with legal, ethical and risk management compliance programs established by management and the board,

including compliance with requirements of Sarbanes-Oxley and makes recommendations to the Board of Directors regarding corporate

governance issues and policy decisions.

Our Board has determined that each of the

current members of the Audit Committee is independent in accordance with NASDAQ Rules and Rule 10A-3 under the Exchange Act.

Board has also reviewed the education, experience and other qualifications of each member of the Audit Committee.

Based upon that

review, our Board has determined that Mr.

White qualifies as an “audit committee financial expert,”

as defined by

the rules of the SEC.

Audit Committee is responsible for, among other matters:

the integrity of the Company’s financial reporting process, including critical accounting policies and estimates, and

systems of internal controls regarding finance, accounting, legal and regulatory compliance;

the independence and performance of our independent auditors and our accounting personnel;

an avenue of communication among the independent auditors, management, our accounting personnel, and the Board;

and providing oversight for the independent auditors engaged to perform the audit of the financial statements;

the scope of the independent auditors’

the financial statements and the independent auditors’

areas of potential significant financial risk and exposure to us, to the extent that there are any, and assessing the steps

management has taken to monitor such risks;

compliance with legal and regulatory requirements;

recommendations from the independent auditors regarding internal controls and other matters;

recommendations to the Board;

any disagreements between management and the auditors regarding financial reporting;

the report required by Item 407(d) of Regulation S-K, as required by the rules of the SEC;

issues regarding accounting principles and financial statement presentation (including any significant changes in our selection

or application of accounting principles);

the effectiveness of any special accounting steps adopted in light of identified significant and/or material control deficiencies.

members of our Compensation Committee are Mr.

Joshua Silverman, and Mr.

Joshua Silverman (chairman) and Mr.

Each such member is “independent”

8 unchanged sentences

Committee’s compensation-related responsibilities include, but are not limited to:

and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer;

approving and recommending to our Board of Directors on an annual basis the evaluation process and compensation structure

for our other executive officers;

the need for an the appropriateness of employment agreements and change in control agreements for each of our executive officers

and any other officers recommended by the Executive Chairman or Board of Directors;

oversight of management’s decisions concerning the performance and compensation of other company officers, employees,

consultants and advisors;

our incentive compensation and other equity-based plans and recommending changes in such plans to our Board of Directors as

needed, and exercising all the authority of our Board of Directors with respect to the administration of such plans;

and recommending to our Board of Directors the compensation of independent directors, including incentive and equity-based

compensation;

retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate.

on an annual basis goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief

Executive Officer’s performance in light of those goals and objectives, and determining and recommending such goals,

objectives and compensation of our Chief Executive Officer’s to the Board for its approval;

and approving on an annual basis the compensation of our executive officers other than our Chief Executive Officer;

and recommending on an annual basis to the Board for its approval, the fees and equity compensation paid to the Company’s

non-employee directors;

and terminating any compensation consultant to be used by the Compensation Committee or us to assist in the evaluation of

the compensation of non-employee directors, the CEO or the other executive officers and approving such compensation consultant’s

fees and other retention terms, and overseeing the work of such compensation consultant;

and making recommendations to the Board with respect to incentive-compensation programs and equity-based plans and the adoption

of or material changes in material employee benefit, bonus, severance and other compensation plans;

the need for and the appropriateness of employment agreements and change in control agreements for each of our executive officers

and any other officers recommended by the Chief Executive Officer or the Board.

and approving the options and other equity-based compensation to be granted to executive officers, other than the Chief Executive

to the Board for approval options and other equity-based compensation to be granted to the Chief Executive Officer and non-employee

directors’;

conjunction with the CEO, determining the issuance of options and other equity-based compensation under the Company’s

incentive compensation and other stock-based plans to all other officers and employees.

Compensation Committee has the authority to directly engage, at our expense, any compensation consultants or other advisers as

9 unchanged sentences

Committee’s responsibilities include:

to the Board of Directors nominees for election as directors at any meeting of shareholders and nominees to fill vacancies

on the board;

candidates proposed by shareholders in accordance with the requirements in the Committee charter;

the administration of our Code of Ethics;

with the entire Board of Directors, on an annual basis, the requisite skills and criteria for Board of Director candidates

and the composition of the Board of Directors as a whole;

authority to retain search firms to assist in identifying Board of Director candidates, approve the terms of the search firm’s

engagement, and cause us to pay the engaged search firm’s engagement fee;

to the Board of Directors on an annual basis the directors to be appointed to each committee of the Board of Directors;

an annual self-evaluation of the Board of Directors and its committees to determine whether it and its committees are functioning

and recommending to the Board of Directors a set of corporate governance guidelines applicable to us.

the administration of our Code of Business Ethics and Conduct and related policies;

the search for and recommending individuals qualified to become members of the Board, and selecting director nominees to be

presented for election by the shareholders at each annual meeting;

in cooperation with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of

directors for providing professional or consulting services to us or our affiliate or individual officer or one of their affiliated,

without appropriate review and evaluation for conflicts of interest;

that Board members do not serve on more than three other for-profit public company boards that have a class of securities

registered under the Exchange Act in addition to the Board;

the Board’s committee structure and to recommend to the Board for its approval;

recommendations received from shareholders for persons to be considered for nomination to the Board;

compliance with our corporate governance guidelines;

and implementing an annual self-evaluation of the Board, both individually and as a Board, and of its committees;

and recommending changes to procedures whereby shareholders may communicate with the Board;

the independence of directors annually and report to the Board;

to the Board for its approval, the leadership structure of the Board, including whether the Board should have an executive

or non-executive Chairman, whether the roles of Chairman and Chief Executive Officer should combine, and whether a Lead Director

of the Board should be appointed;

provided that such structure shall be subject to the bylaws of the Company then in effect.

Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate.

1 unchanged sentence

authorize investigations into any matter within the scope of its duties.

Management-Non-Executive

Director Compensation

March 29, 2019, the Compensation Committee of the Board of Directors approved payments to the members of the Board of Directors,

payable as follows (i) lump sum payment of $64,000 to each of Mr.

Schreiber and Mr.

White and a lump sum payment of $56,000 to

be paid to Mr.

Silverman, (ii) each of Mr.

Schreiber, Mr.

White and Mr.

Silverman were granted 5,201 Restricted Stock Units (“RSUs”),

which vested on January 1, 2020, and (iii) beginning April 2019, each director was paid $8,000 per month.

The lump sum payments

were paid during April 2019 and the monthly payments to directors have been paid each month.

There was no other compensation for

directors during the year ended December 31, 2019.

the best of our knowledge, none of our directors or executive officers has, during the past ten years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or

business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or

within two years prior to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement

in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities,

or to be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity

Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been

reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an

alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement

or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

as set forth in our discussion below in “Certain Relationships and Related Transactions,”

none of our directors or

executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates

which are required to be disclosed pursuant to the rules and regulations of the Commission.

and Disclosure Committee

to the Settlement, we formed a Risk and Disclosure Committee, which is served by the members of the Audit Committee, which reviews

our ethics and risk program and internal controls over compliance and identifies and recommends to the Board any changes that

it deems necessary.

The Risk and Disclosure Committee also monitors compliance with our Code of Business Ethics and Conduct, reviews

and evaluates our public disclosures and procedures and handles any whistleblower complaints.

Each member of the Risk and Disclosure

Committee is “independent”

within the meaning of the NASDAQ Rules.

The purpose of the Risk and Disclosure Committee

is to (1) assist the Board in fulfilling its oversight responsibilities relating to (a) the compliance by the Company with the

Company’s Code of Ethics and the Whistleblower Policy, (b) the design, implementation and execution of the Company’s

Code of Ethics and ethics and risk program and evaluation of the internal controls over compliance;

and (c) matters relating to

the Company’s Whistleblower Policy and the Code of Ethics;

and (2) assist the Board and Company management in establishing

an appropriate “tone at the top”

and promoting a strong “culture of compliance”

throughout the Company,

while also recognizing that other Board committees assist the Board in fulfilling its oversight responsibilities relating to various

areas of legal and regulatory compliance.

Risk and Disclosure Committee’s responsibilities include:

the effectiveness of our Code of Ethics annually, including our ethics and risk program, and recommending to the Board any

changes to our policies and internal controls as necessary;

compliance with our Code of Ethics, and specifically reviewing and evaluating our public disclosures and annually reviewing

and evaluating our disclosure controls and procedures;

and approving any waivers of provisions of the Code of Ethics;

any whistleblower complaints and ensuring that all whistleblower complaints are appropriately reviewed by the Risk and Disclosure

Committee and that any appropriate remedial action if necessary is taken based on the results of its review;

that non-retaliation policies are instituted and strictly complied with in order to protect any Company employee who reports

a whistleblower complaint.

Risk and Disclosure Committee is empowered to conduct or cause to be conducted any investigation appropriate to fulfilling its

responsibilities, and shall have direct access to the external auditors, the internal auditor and Company employees as necessary.

The Committee shall have the authority to (a) retain, at the expense of the Company, the advice and assistance of outside advisors,

including independent compliance consultants and independent legal advisors, as it may deem necessary or appropriate to fulfill

its responsibilities, (b) conduct or authorize investigations into or studies of matters within the Committee’s responsibilities

and (c) perform all acts necessary to fulfill its responsibilities and achieve its objectives under its charter and as otherwise

directed by the Board, provided that such acts are not in violation of the Certificate of Incorporation or Bylaws of the Company,

the Company’s Code of Ethics or the Whistleblower Policy or any laws or regulations applicable to the Company.

in Certain Legal Proceedings

have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an

evaluation of the ability or integrity of our directors or executive officers, or in which any director, officer, or principal

stockholder, or any affiliate thereof, is a party adverse to us or has a material interest adverse to us.

with Section 16(A) of the Exchange Act

6 unchanged sentences

conducting any independent investigation of our own, in fiscal year 2020, all Forms 3, 4 and 5 were timely filed with the SEC

by such reporting persons, with exceptions of Mr.

Yeaton, who did not timely file a Form 4 that was due on which was

due on October 15, 2019 until October 16, 2019.

Communications with Directors

and other interested parties may send correspondence by mail to the full Board of Directors or to individual directors.

should address such correspondence to the Board of Directors or the relevant Board of Directors members in care of:

Akers Biosciences,

Inc., 201 Grove Road Thorofare, New Jersey USA 08086, Attention:

such correspondence will be compiled by our Secretary and forwarded as appropriate.

In general, correspondence relating to corporate

governance issues, long-term corporate strategy or similar substantive matters will be forwarded to the Board, one of the committees

of the Board, or a member thereof for review.

Correspondence relating to the ordinary course of business affairs, personal grievances,

and matters as to which we tend to receive repetitive or duplicative communications are usually more appropriately addressed by

the officers or their designees and will be forwarded to such persons accordingly.

of Ethics and Business of Conduct

have adopted a Code of Business Conduct and Ethics, which applies to our Board of Directors, our executive officers and our employees,

outlines the broad principles of ethical business conduct we adopted, covering subject areas such as:

with applicable laws and regulations,

of books and records,

disclosure reporting,

discrimination

and harassment,

and fair dealing, and

of company assets.

copy of our Code of Business Conduct and Ethics is available without charge, to any person desiring a copy of the Code of Business

Conduct and Ethics, by written request to us at our principal offices at 201 Grove Road, Thorofare, New Jersey USA 08086.

by such reporting persons.

Executive Compensation.

3 unchanged sentences

named executive officers who appear in the 2020 Summary Compensation Table are:

Chief Financial Officer

Chairman of the Board of Directors

Interim Chief Financial Officer

and Chief Executive Officer

Compensation Table

2 unchanged sentences

Other Compensation

Financial Officer

Former Interim

Chief Financial Officer

Christopher C.

Schreiber (2)

Chairman of the

Yeaton was appointed as Chief Executive Officer and interim Chief Financial Officer on October 5, 2018.

During the years ended

December 31, 2019 and 2018, both before and after Mr.

Yeaton’s appointment, FCS, a consulting firm owned by Mr.

provided services to us valued at $38,888 and $104,749, respectively.

On January 6, 2020, Mr.

Yeaton entered into a new employment

agreement with us whereby he would serve solely as the interim Chief Financial Officer.

Schreiber was appointed as a director of our company on August 8, 2017.

On November 1, 2019, he was appointed as our Executive

President and Chief Executive Officer

the years ended December 31, 2020 and 2019, Financial Consulting Strategies LLC (“FCS”),

a consulting firm owned by Mr.

Yeaton, provided services to us valued at $14,500 and

$38,888, respectively.

On January 6, 2020, Mr.

Schreiber entered into an employment agreement, under which he would receive an annual

salary of $300,000.

on October 5, 2018, the Board of Directors appointed Howard R.

Yeaton, who through Financial Consulting Strategies LLC (“FCS”)

served previously as a consultant to us, to serve as our Chief Executive Officer and interim Chief Financial Officer.

is the managing principal of FCS and our relationship with FCS shall continue, with FCS continuing to provide accounting services

During the year ended December 31, 2019, we paid a total of $49,972to FCS in connection with these services.

In connection

with his appointment as our Chief Executive Officer and interim Chief Financial Officer, we and Mr.

Yeaton entered into an offer

of employment, dated October 5, 2018 (the “Employment Agreement”) which terminated December 31, 2019.

The Employment

Agreement provided for the following compensation for Mr.

(i) twenty-five thousand dollars ($25,000) per month in base

salary, (ii) a monthly grant of one hundred fifty six (156) unrestricted shares of the our common stock pursuant to the Plan,

Yeaton will be afforded other employee benefits including, health insurance, dental insurance, basic life and accidental

death and dismemberment insurance, long and short term disability insurance and participation in our 401(k) Plan, and (iv) will

be reimbursed for reasonable and necessary travel and business expenses including the expenses of travel and hotel stays in or

near Thorofare, New Jersey.

January 6, 2020, the Board of Directors appointed Howard R.

Yeaton as our interim Chief Financial Officer.

In connection with

his appointment as our interim Chief Financial Officer, we and Mr.

Yeaton entered into a new offer of employment, dated January

6, 2020 for a period of ninety days.

Pursuant to such agreement, Mr.

Yeaton will receive:

(i) twenty-five thousand dollars ($25,000)

per month in base salary, (ii) Mr.

Yeaton will be afforded other employee benefits including, health insurance, dental insurance,

basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in our

401(k) Plan, and (iii) will be reimbursed for reasonable and necessary travel and business expenses including the expenses of

travel and hotel stays in or near Thorofare, New Jersey.

We may terminate the Employment Agreement for any reason or no reason,

Yeaton may voluntarily resign for any reason or no reason with thirty (30) days’

January 24, 2020, we and Christopher C.

Schreiber entered into an executive chairman agreement with Mr.

Christopher C.

(the “Executive Chairman Agreement”).

Yeaton entered into a new employment agreement

with us whereby he would serve solely as the interim Chief Financial Officer.

to a mutual understanding between Akers and Mr.

Yeaton’s employment

as interim Chief Financial Officer ceased as of August 19, 2020.

accordance with SEC rules, this column reflects the aggregate fair value of stock awards

granted during the fiscal year ended December 31, 2020, computed as of their respective

grant dates in accordance with Financial Accounting Standard Board Accounting Standards

Codification (“FASB ASC”) Topic 718 for share-based compensation transactions.

January 24, 2020, Mr.

Schreiber entered into an employment agreement, under which he

would receive an annual salary of $300,000.

On November 20, 2020, Mr.

Schreiber resigned

from his position as Executive Chairman of the Akers Board of Directors and was appointed

as Akers’

Chief Executive Officer.

Schreiber continued to serve in his position

as President of Akers and his employment agreement with Akers remained in effect.

September 11, 2020, Akers granted each director restricted stock units (“RSUs”) to purchase shares of Akers common

stock, and Mr.

Schreiber was granted 263,500 RSUs.

Disclosure to Summary Compensation Table

have entered into employment agreements with each of our named executive officers.

of Christopher C.

January 24, 2020, our Board independently reviewed and approved entering into an executive chairman agreement with Christopher

Schreiber (the “Executive Chairman Agreement”).

Pursuant to the Executive Chairman Agreement, Mr.

Schreiber shall continue to

serve as the Executive Chairman of the Board as long as he is a member of the Board of Directors, or until termination of the

Executive Chairman Agreement (as described below) or upon his earlier death, incapacity, removal, or resignation.

is entitled to receive:

(i) an annual base salary of $300,000, payable monthly in equal installments, paid retroactively as of

November 1, 2019 (it being agreed that such fee shall be inclusive of any fees associated with Schreiber’s services as both

a director of our company and in the capacity of Executive Chairman), (ii) employee benefits including, health insurance, dental

Schreiber agreed

to serve as the Executive Chairman of our Board, as long as he is a member of the Board, or until termination of the Executive

Chairman Agreement (as described below) or upon his earlier death, incapacity, removal, or resignation.

On November 20, 2020,

Schreiber resigned from his position as Executive Chairman of the Board and was appointed as our Chief Executive Officer,

effective November 20, 2020, with Mr.

Schreiber to continue serving as our principal executive officer and president.

Schreiber’s

Executive Chairman Agreement remains in effect, except for the title of his position.

Pursuant to the Executive Chairman Agreement,

Schreiber is entitled to receive:

(i) an annual base salary of $300,000, payable monthly in equal installments, paid retroactively

as of November 1, 2019 (it being agreed that such fee shall be inclusive of any fees associated with Schreiber’s services

as both a director of Akers and in the capacity of Executive Chairman), (ii) employee benefits including, health insurance, dental

insurance, basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation

in our 401(k) Plan, (iii) annual or other bonuses in cash and/or in securities of our company and/or otherwise, which bonuses,

if any, shall be awarded in the complete discretion of the Board of Directors or a designated committee thereof and (iv) reimbursements

for pre-approved reasonable business-related expenses incurred in good faith in the performance of the Mr.

Schreiber’s duties

Executive Chairman Agreement establishes an “at will”

in our 401(k) Plan, (iii) annual or other bonuses in cash and/or in securities of Akers and/or otherwise, which bonuses, if any,

shall be awarded in the complete discretion of the Board or a designated committee thereof and (iv) reimbursements for pre-approved

reasonable business-related expenses incurred in good faith in the performance of Mr.

Schreiber’s duties for the Company.

Executive Chairman Agreement established an “at will”

employment relationship pursuant to which Mr.

Schreiber serves

Schreiber served

as Executive Chairman.

5 unchanged sentences

Executive Chairman Agreement or his association with us for any reason.

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned

Exercise Price ($)

Expiration Date

on October 5, 2018, the Board of Directors appointed Howard R.

Yeaton, who through FCS served previously as a consultant to us,

to serve as our Chief Executive Officer and Interim Chief Financial Officer.

Yeaton is the managing principal of FCS and our

relationship with FCS shall continue, with FCS continuing to provide accounting services to us.

During the year ended December

31, 2020, we paid a total of $32,823 to FCS in connection with these services, and during the year ended December 31, 2019, we

paid a total of $49,972 to FCS in connection with these services.

In connection with his appointment as our Chief Executive Officer

and interim Chief Financial Officer, we and Mr.

Yeaton entered into an offer of employment, dated October 5, 2018 which terminated

December 31, 2019, after which date Mr.

Yeaton stopped serving as our Chief Executive Officer.

The employment agreement provided

for the following compensation for Mr.

(i) twenty-five thousand dollars ($25,000) per month in base salary, (ii) a monthly

grant of one hundred fifty six (156) unrestricted shares of the our common stock pursuant to the Akers Biosciences, Inc.

Stock Incentive Plan, (iii) Mr.

Yeaton will be afforded other employee benefits including, health insurance, dental insurance,

basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in our

401(k) Plan, and (iv) will be reimbursed for reasonable and necessary travel and business expenses including the expenses of travel

and hotel stays in or near Thorofare, New Jersey.

January 6, 2020, the Board appointed Mr.

Yeaton as our interim Chief Financial Officer.

In connection with his appointment as

our interim Chief Financial Officer, we and Mr.

Yeaton entered into a new offer of employment, dated January 6, 2020, which was

scheduled to terminate on August 19, 2020.

Pursuant to such agreement, Mr.

Yeaton received:

(i) twenty-five thousand dollars ($25,000)

per month in base salary, (ii) employee benefits including health insurance, dental insurance, basic life and accidental death

and dismemberment insurance, long and short term disability insurance and participation in our 401(k) Plan, and (iii) reimbursement

of reasonable and necessary travel and business expenses including the expenses of travel and hotel stays in or near Thorofare,

Pursuant to a mutual understanding between Akers and Mr.

Yeaton’s employment as interim Chief Financial

Officer ceased as of August 19, 2020.

July 21, 2020, we entered into a CFO Consulting Agreement (the “Consulting Agreement”) with Brio Financial Group (“Brio”),

pursuant to which we appointed Mr.

Stuart Benson as Interim Chief Financial Officer, effective August 19, 2020, with a term ending

June 30, 2021.

Pursuant to the Consulting Agreement, the Company will pay Brio an initial retainer fee of $7,500 and a fixed monthly

payment of $13,500, commencing August 15, 2020.

On January 28, 2021, Stuart Benson notified us that his employment as Interim

Chief Financial Officer of the Company would cease effective as of January 29, 2021, as Mr.

Benson’s employment with Brio

would come to an end on the same date.

Effective as of February 1, 2021, we appointed Ian Rhodes as our new Interim Chief Financial

Officer, pursuant to the same Consulting Agreement, with a term ending June 30, 2021.

Equity Awards at Fiscal Year-End

following table sets forth information concerning the outstanding equity awards that have been previously awarded to Mr.

and which remained outstanding as of December 31, 2020.

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not

Interim Chief Financial Officer

Executive Chairman of the Board of Directors and Director

Lead Independent Director

January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”).

The 2013 Plan was amended by the

Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018.

Plan provides for the issuance of up to 4,323 shares of the Company’s common stock.

August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”).

2017 Plan provides for the issuance of up to 7,031 shares of the Company’s common stock.

The purpose of the 2017 Plan is

to provide additional incentive to those of our officers, employees, consultants and non-employee directors and our parents, subsidiaries

and affiliates whose contributions are essential to the growth and success of our business.

As of December 31, 2019, grants of

restricted stock and options to purchase totaling 3,064 shares of common stock have been issued pursuant to the 2017 Plan and

3,967 shares of common stock remain available for grants under the 2017 Plan.

2017 Plan provides for the issuance of shares of our common stock through the grant of non-qualified options, incentive options,

restricted stock and unrestricted stock to directors, officers, consultants, attorneys, advisors and employees.

December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”).

The 2018 Plan provides for the issuance of up to 78,125 shares of the Company’s common stock.

As of December 31, 2019, grants

of RSUs to purchase 15,603 shares of Common Stock have been issued pursuant to the 2018 Plan, and 62,522 shares of Common Stock

remain available for issuance.

March 29, 2019, the Compensation Committee of the Board of Directors approved the grant of 5,201 RSUs to each of the three directors.

Each RSU had a grant date fair value of $23.28 which shall be amortized on a straight-line basis over the vesting period into

administrative expenses within the Consolidated Statement of Operations and Comprehensive Loss.

Such RSUs were granted under the

2018 Plan, and vested on January 1, 2020.

following sets forth the compensation awarded to, earned by, or paid to the named director by us during the year ended December

Schreiber (2)

Silverman (3)

Schroeder (5)

(1) On March 29, 2019, we

granted each director restricted stock units to purchase 5,201 shares of our common stock, which vested in full on January 1,

(2) As of December 31, 2019,

Schreiber had 5,201 outstanding RSUs.

(3) As of December 31, 2019,

Silverman had 5,201 outstanding RSUs.

(4) As of December 31, 2019,

White had 5,201 outstanding RSUs.

Schroeder was appointed

as a director, effective November 1, 2019.

Christopher C.

President and Chief Executive Officer

Granted on September 11, 2020.

January 23, 2014, we adopted the 2013 Stock Incentive Plan (“2013 Plan”).

The 2013 Plan was amended by the our Board

on January 9, 2015 and September 30, 2016, and such amendments were ratified by stockholders on December 7, 2018.

The 2013 Plan

provides for the issuance of up to 4,323 shares of Akers common stock, and 1,510 shares of common stock remain available for grants

under the 2013 Plan.

August 7, 2017, the stockholders approved, and Akers adopted the 2017 Stock Incentive Plan (“2017 Plan”).

Plan provides for the issuance of up to 7,031 shares of Akers common stock.

The purpose of the 2017 Plan is to provide additional

incentive to those of our officers, employees, consultants and non-employee directors and our parents, subsidiaries and affiliates

whose contributions are essential to the growth and success of our business.

As of December 31, 2020, grants of restricted stock

and options to purchase totaling 3,064 shares of common stock have been issued pursuant to the 2017 Plan and 3,967 shares of common

stock remain available for grants under the 2017 Plan.

The 2017 Plan provides for the issuance of shares of Akers common stock

through the grant of non-qualified options, incentive options, restricted stock and unrestricted stock to directors, officers,

consultants, attorneys, advisors and employees.

December 7, 2018, the stockholders approved, and we adopted the 2018 Plan and on August 27, 2020, the stockholders approved, and

we adopted an amendment to the plan to increase the number of shares of common stock available for issuance pursuant to awards

under the 2018 Plan by an additional 1,042,000 shares.

The 2018 Plan, as amended, provides for the issuance of up to 1,120,125

shares of Akers common stock.

The purpose of the 2018 Plan is to provide additional incentive to those of our officers, employees,

consultants and non-employee directors and to promote the success of our business.

As of December 31, 2020, grants of RSUs to

purchase 804,963 shares of common stock have been issued pursuant to the 2018 Plan, and 315,162 shares of common stock remain

available for issuance.

The 2018 Plan provides for the issuance of shares of Akers common stock through the grant of options,

restricted stock, stock appreciation rights, other stock-based awards, performance compensation awards to directors, officers,

consultants, advisors and employees.

In addition, the 2018 Plan provides the Compensation Committee of the Board with discretion

to accelerate the vesting and exercisability of outstanding awards upon the occurrence of a change of control (as defined in the

March 29, 2019, the Compensation Committee of the Board approved the grant of 5,201 RSUs to Mr.

Each RSU had a grant

date fair value of $23.28 which shall be amortized on a straight-line basis over the vesting period into administrative expenses

within our Consolidated Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, and vested on January 1,

August 27, 2020, we held our 2020 annual meeting of stockholders.

At the annual meeting, the stockholders approved an amendment

to the 2018 Plan to increase the number of shares of common stock available for issuance pursuant to awards under the 2018 Plan

by an additional 1,042,000 shares, to a total of 1,120,125 shares of Akers common stock.

September 11, 2020, the Compensation Committee of our Board approved the grant of 263,500 RSUs to Mr.

a grant date fair value of $2.24 which shall be amortized on a straight-line basis over the vesting period into administrative

expenses within our Consolidated Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, with 50% to vest

on the first anniversary of the date of grant, and the remaining 50% to vest on the second anniversary of the date of grant, provided

that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that Mr.

Schreiber is employed or

providing services to us and our affiliates on the closing date of such change in control, (ii) Mr.

Schreiber’s termination

of employment or services to us and our affiliates by reason of death or disability, or (iii) Mr.

Schreiber’s termination

of employment or services by us without cause.

At our election, the vested RSUs may be settled for cash.

following table sets forth summary information concerning the total compensation earned for each non-employee member of the Board

during the year ended December 31, 2020 and is contemplated to continue serving as a director of the combined company.

All compensation

Schreiber is reported under the Summary Compensation Table.

earned or paid in cash ($)

Awards ($) (1)

Josh Silverman (2)

Robert Schroeder (4)

accordance with SEC rules, this column reflects the aggregate fair value of stock awards granted during the fiscal year ended

December 31, 2020, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting

Standards Codification Topic 718 for share-based compensation transactions.

November 20, 2020, Mr.

Silverman was appointed as Chairman of the Board.

As of December 31, 2020, Mr.

Schroeder did not have any stock awards or option awards

Narrative Disclosure

to Director Compensation Table

On March 29, 2019,

the Compensation Committee of the Board of Directors approved payments to the members of the Board of Directors, which were paid

as follows (i) lump sum payment of $64,000 to each of Mr.

Schreiber and Mr.

White and a lump sum payment of $56,000 to Mr.

(ii) each of Mr.

Schreiber, Mr.

White and Mr.

Silverman were granted 5,201 Restricted Stock Units (“RSUs”), which

vested on January 1, 2020, and (iii) beginning April 2019, each serving director who is not also holding a position as an executive

officer shall be paid $8,000 per month.

The lump sum payments were paid during April 2019 and the monthly payments to directors

have been paid each month.

Silverman had 219,000

outstanding RSUs.

of December 31, 2020, Mr.

White had 219,000 outstanding RSUs.

of December 31, 2020, Mr.

Schroeder had 87,860 outstanding RSUs.

September 11, 2020, we granted each director restricted stock units to purchase shares of Akers common stock, as follows:

Schreiber was granted 263,500 RSUs;

Silverman and Mr.

White were granted 219,000 RSUs;

Schroeder was

granted 87,860 RSUs.

On March 29, 2019, we granted each directors RSUs to purchase 5,201 shares of our commons stock, which

vested in full on January 1, 2020.

Disclosure to Director Compensation Table

approved by the Compensation Committee of the Board on March 29, 2019, beginning in April 2019, each serving director who is not

also holding a position as an executive officer is paid $8,000 per month.

On or around May 2020, the Compensation Committee of

the Board approved payments to Mr.

Silverman of $18,000 per month, beginning in May 2020.

All director fees were paid on a monthly

There was no other compensation for directors during the year ended December 31, 2020.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

following table shows information with respect to the Company’s Equity Compensation Plan as of the fiscal year ended December

September 11, 2020, the Compensation Committee of the Board approved the grant of 263,500 RSUs to Mr.

Schreiber, 219,000 RSUs

to each of Mr.

Silverman and Mr.

and 87,860 RSUs to Mr.

Each RSU had a grant date fair value of $2.24 which

shall be amortized on a straight-line basis over the vesting period into administrative expenses within our Consolidated Statement

of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, with 50% to vest on the first anniversary of the date of grant,

and the remaining 50% to vest on the second anniversary of the date of grant, provided that the RSUs shall vest immediately upon

the occurrence of (i) a change in control, provided that the grantee is employed or providing services to us and our affiliates

on the closing date of such change in control, (ii) the grantee’s termination of employment or services to us and our affiliates

by reason of death or disability, or (iii) the grantee’s termination of employment or services to us without cause.

election, the vested RSUs may be settled for cash.

November 23, 2020, we retained Taglich Brothers on a non-exclusive basis as a consultant to render consulting services, assist

with review, and analysis of, financial planning and budgeting matters of the Company for a term of 12 months.

Pursuant to the

Consulting Agreement with Taglich Brothers, we agreed to pay Taglich Brothers $10,000 per month.

Schreiber is the managing director of capital markets at Taglich Brothers, and Mr.

Schroeder is the vice president of investment

banking at Taglich Brothers.

Compensation Plan Information

following table provides information with respect to the Company’s Equity Compensation Plan as of the fiscal year ended

December 31, 2020.

of securities to be issued upon exercise of outstanding options, warrants and rights (a)

2 unchanged sentences

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

compensation plans approved by security holders

compensation plans not approved by security holders

following table sets forth, as of March 20, 2020, information regarding beneficial ownership of our capital stock by:

person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

of our named executive officers;

of our directors;

of our current executive officers and directors as a group.

ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power of the applicable security, including options that are currently

exercisable or exercisable within 60 days of March 20, 2020.

Except as indicated by the footnotes below, we believe, based

on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect

to all shares of common stock shown that they beneficially own, subject to community property laws where applicable.

calculation of the percentage of beneficial ownership is based on 2,288,837 shares of our common stock issued and outstanding

as of March 20, 2020.

stock subject to stock options currently exercisable or exercisable within 60 days of March 20, 2020, are deemed to be

outstanding for computing the percentage ownership of the person holding these securities and the percentage ownership of any

group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.

otherwise indicated, the address of each beneficial owner listed in the table below is c/o Akers Biosciences, Inc., 201 Grove

Road, Thorofare, New Jersey USA 08086.

March 20, 2020

Ownership as of

March 20, 2020

of Beneficial Owner:

Shareholders:

Capital, LLC(3)

Capital Management LLC(4)

Bay Capital Management LP (5)

Executive Officers and Directors:

executive officers and directors as a group (4 person)

connection with his appointment as our Chief Executive Officer and interim Chief Financial Officer, we and Mr.

Yeaton entered

into an offer of employment, dated October 5, 2018 and terminated on December 31, 2019 (the “Employment Agreement”).

The Employment Agreement provided for, among other compensation, a monthly grant of one hundred fifty six (156) unrestricted

shares of our common stock pursuant to the 2017 Plan.

Forty-Five Thousand (1,877) unrestricted shares of the common stock

have to date been issued to Mr.

Yeaton pursuant to the 2017 Plan.

March 29, 2019, the Compensation Committee of the Board of Directors granted to each of Mr.

Equity compensation plans

approved by security holders(1)

Equity compensation

plans not approved by security holders

Represents shares available to issuance under the Equity Compensation Plans.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

following table sets forth information regarding the beneficial ownership of our voting securities as of February 26, 2021

by (i) each person known to us to beneficially own five percent (5%) or more of any class of our voting securities;

of our named executive officers and directors;

and (iii) all of our named directors and executive officers as a group.

The percentages

of voting securities beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial

ownership of securities.

Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person

has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which

includes the power to dispose of or to direct the disposition of the security.

Except as indicated in the footnotes to this table,

to our knowledge and subject to community property laws where applicable, each beneficial owner named in the table below has sole

voting and sole investment power with respect to all shares beneficially owned and each person’s address is c/o Akers Biosciences,

Inc., 1185 Avenue of the Americas, 3 rd Floor, New York, New York 10036.

Percentage of common stock ownership is based

on 16,652,829 shares of common stock issued and outstanding as of February 26, 2021.

number of shares of Akers common stock beneficially owned by the principal stockholders and the percentage of shares outstanding,

as set forth below, take into account certain limitations on the conversion of Akers preferred stock or the exercise of warrants

to purchase Akers common stock.

ownership is determined in accordance with the rules of the SEC.

For the purpose of calculating the number of shares beneficially

owned by a stockholder and the percentage ownership of that stockholder, shares of common stock subject to options or warrants

that are currently exercisable or exercisable within sixty (60) days of February 26, 2021 by that stockholder are deemed

of February 26, 2021

Common Stock Beneficially

5% Beneficial Owner

Iroquois Capital Management

Intracoastal Capital LLC

Mainfield Enterprises Inc.

Named Executive Officers and Directors

Joshua Silverman (5)(6)

Christopher C.

Schreiber (5)(6)

Schroeder (5)(6)

All NEOs and directors as a group (5

Less than 1%.

of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise

of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable

or exercisable within 60 days of February 26, 2021, except as otherwise noted.

Shares issuable pursuant to the exercise

of stock options and other securities convertible into common stock exercisable within 60 days are deemed outstanding and

held by the holder of such options or other securities for computing the percentage of outstanding common stock beneficially

owned by such person but are not deemed outstanding for computing the percentage of outstanding common stock beneficially

owned by any other person.

information is based on a Schedule 13G/A filed with the SEC on February 22, 2021

by Iroquois Capital Management, LLC (“Iroquois Capital”) and on information

available to the Company.

The principal business office is 125 Park Avenue, 25 th

Floor, New York, NY 10017.

Iroquois Capital is the investment advisor for Iroquois

Master Fund, Ltd.

(“IMF”).

As directors of IMF, Kimberly Page and Richard

Abbe make voting and investment decisions on behalf of IMF.

As a result of the foregoing,

Abbe may be deemed to have beneficial ownership (as determined under

Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held

by Iroquois Capital and IMF.

The shares included in the table report the number of shares

that would be issuable giving effect to the 9.99% beneficial ownership blocker included

in the Pre-Funded Warrants and the warrants.

The percentage included in the table gives

effect to the 9.99% beneficial ownership blocker included in the Pre-Funded Warrants

and warrants.

owns 969,998 shares of Akers common stock, Pre-Funded Warrants to purchase 770,270 shares of Akers common stock

issued in connection with the Akers Private Placement and warrants to purchase 1,546,328 shares of Akers common

Abbe has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC (“ICIG”).

Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the Securities Exchange

Act of 1934, as amended) of the securities held by ICIG.

ICIG owns 270,270 shares of common stock, Pre-Funded Warrants

to purchase 270,270 shares of Akers common stock issued in connection with the Akers Private Placement and warrants to

purchase 549,221 shares of Akers common stock.

to the 9.99% blocker, the amounts reported in the table exclude 570,918 shares underlying Pre-Funded Warrants and

2,081,080 shares underlying Investor Warrants.

Also excluded are 14,469 shares underlying warrants that are subject to

a 4.99% blocker.

information is based on a Schedule 13G/A filed with the SEC on January 29, 2021 by Intracoastal Capital LLC (“Intracoastal”).

The Schedule 13G reports shared voting power for 1,459,458 shares of Akers common stock and shared dispositive power for 1,459,458

shares of Akers common stock.

Kopin, whose principal business office is 245 Palm Trail, Delray Beach,

Florida 33483 and Mr.

Asher, whose principal business office is 111 W.

Jackson Boulevard, Suite 2000, Chicago, Illinois

60604, may be deemed to have beneficial ownership of the 1,459,458 shares of Akers Common Stock, which consists of (i) 729,729

shares of Akers common stock and (ii) 729,729 shares of Akers common stock issuable upon exercise of a warrant held by Intracoastal.

The shares exclude 195 shares of Akers common stock issuable upon exercise of a second warrant held by Intracoastal because

such shares are subject to a 4.99% blocker.

Without such 4.99% blocker, each of Intracoastal, Mr.

Kopin and Mr.

be deemed to have beneficial ownership of 1,459,653 shares of Akers common stock.

information is based on a Schedule 13G filed with the SEC on February 18, 2021 by Mainfield

Enterprises Inc.

(“Mainfield”).

The Schedule 13G reports shared voting power

for 1,081,081 shares of Akers common stock and shared dispositive power for 1,081,081

shares of Akers common stock.

The Akers common stock is held directly by Mainfield, which

is wholly-owned by Trumano International Inc.

(“Trumano”), which is party

to an investment management agreement with Enright Holding Corp.

(“Enright”).

Enright is party to an advisory agreement with Mercury Advisory Limited (“Mercury”),

Eli Gabso exercises investment discretion of the shares of Akers common stock

on behalf of Mercury.

The principal business address of Mainfield, Trumano and Enright

is c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited, Tortola Pier Park, Building

1, Second Floor, Wickhams Cay I, Tortola VG1110, Tortola, British Virgin Islands.

principal business address of Mercury and Mr.

Gabso is c/o Sage Capital Global Limited,

9 th Floor, Berkeley Square House, Berkeley Square W1J6BR, London, UK.

shares exclude 1,081,081 shares of Akers common stock issuable upon exercise of a warrant

held by Mainfield because such shares are subject to a 4.99% blocker.

Without such 4.99%

blocker, each of Mainfield, Trumano, Enright, Mercury and Mr.

Gabso may be deemed to

have beneficial ownership of 2,162,162 shares of Akers common stock.

March 29, 2019, the Compensation Committee of the Board granted to each of Mr.

Schreiber, Mr.

White and Mr.

Silverman 5,201

RSUs, which vested on January 1, 2020, for services as directors of our company.

to a Schedule 13G filed with the SEC on December 13, 2019, Armstice Capital, LLC, a Delaware

limited liability company, Armstice Capital Master Fund Ltd., a Cayman Islands exempted

company, and Steven Boyd, a citizen of the United States, share voting and dispositive

power over the 190,174 shares of common stock reported.

The business address for each

reporting person is 510 Madison Avenue, 7 th Floor, New York, NY 10022.

to a Schedule 13G filed with the SEC on December 18, 2019, Iroquois Capital Management

L.L.C., a Delaware limited liability company (“Iroquois”), Richard Abbe,

an individual who is a citizen of the United States of America and Kimberly Page, an

individual who is a citizen of the United States of America (“Mr.

together with Iroquois, the “Reporting Persons”).

As of the Schedule 13G, Iroquois Master Fund Ltd.

(“Iroquois Master Fund”)

held 88,000 shares of common stock, Reported Pre-Funded Warrants to purchase 12,000 shares

of Common Stock and Reported Warrants to purchase 105,787 shares of common stock and

Iroquois Capital Investment Group LLC (“ICIG”) held 22,000 shares of common

stock, Reported Pre-Funded Warrants to purchase 3,000 shares of Common Stock and Reported

Warrants to purchase 33,681 shares of Common Stock.

Abbe shares authority and responsibility

for the investments made on behalf of Iroquois Master Fund with Ms.

Kimberly Page, each

of whom is a director of the Iroquois Master Fund.

Each of the Reporting Persons hereby

disclaims any beneficial ownership of any such shares of Common Stock except to the extent

of their pecuniary interest therein.

The principal business office of all of the Reporting

Persons is 125 Park Avenue, 25th Floor New York, NY 10017.

to a Schedule 13G filed with the SEC on January 9, 2020, Hudson Bay Capital Management

LP, a Delaware limited partnership and Sander Gerber, a citizen of the United Stated,

share voting and dispositive power over 269,243 shares of common stock reported.

Bay Capital Management LP serves as the investment manager to Hudson Bay Master Fund

Ltd., in whose name the shares of common stock are held, may be deemed to be the beneficial

owner of all shares of common stock held by Hudson Bay Master Fund Ltd and Mr.

serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner

of the Hudson Bay Capital Management LP.

Gerber disclaims beneficial ownership of

these securities.

The address of the business office of each of the reporting persons

is 777 Third Avenue, 30th Floor, New York, NY 10017.

are not aware of any arrangements that may result in “changes in control”

as that term is defined by the provisions

of Item 403(c) of Regulation S-K.

September 11, 2020, the Board granted to Mr.

Schreiber 263,500 RSUs, each of Mr.

Silverman and Mr.

White 219,000 RSUs, and

Schroeder 87,860 RSUs under the 2018 Plan.

connection with his appointment as our Chief Executive Officer and interim Chief Financial Officer, Akers and Mr.

Yeaton entered

into an employment agreement, dated October 5, 2018 which terminated on December 31, 2019.

Effective on January 1, 2020, Mr.

Yeaton entered into a new agreement with Akers whereby he served as the interim Chief Financial Officer.

Pursuant to a mutual

understanding between Akers and Mr.

Yeaton’s employment as interim Chief Financial Officer ceased as of

August 19, 2020.

Certain Relationships and Related Transactions, and Director Independence.

than compensation arrangements, the following is a description of transactions to which we were a participant or will be a participant

to, in which:

amounts involved exceeded or will exceed the lesser of 1% of our total assets or $120,000;

of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family

of the foregoing persons, had or will have a direct or indirect material interest.

of Howard Yeaton

on October 5, 2018, the Board of Directors appointed Howard R.

Yeaton, who through Financial Consulting Strategies LLC (“FCS”)

served previously as a consultant to us, to serve as our Chief Executive Officer and interim Chief Financial Officer.

is the managing principal of FCS and we have an ongoing relationship with FCS, with FCS continuing to provide accounting services

FCS is considered to be a related party.

During the year ended December 31, 2019, we expensed to $38,888 to FCS.

the year ended December 31, 2018, we expensed $104,749 to FCS (including fees incurred prior to the date that Mr.

to serve as an officer of our company) in connection with these services.

As of December 31, 2019, we owed FCS $18,323.

1, 2019, the Board of Directors provided Mr.

Yeaton with sixty (60) days’

notice of its intent to terminate him

from each of his officer positions as our Chief Executive Officer and interim Chief Financial Officer.

January 6, 2020, the Board of Directors appointed Howard R.

Yeaton as our interim Chief Financial Officer.

In connection with

his appointment as our interim Chief Financial Officer, we and Mr.

Yeaton entered into a new offer of employment, dated January

6, 2020 for a period of ninety days.

Pursuant to such agreement, Mr.

Yeaton will receive:

(i) twenty-five thousand dollars ($25,000)

per month in base salary, (ii) Mr.

Yeaton will be afforded other employee benefits including, health insurance, dental insurance,

basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in our

401(k) Plan, and (iii) will be reimbursed for reasonable and necessary travel and business expenses including the expenses of

travel and hotel stays in or near Thorofare, New Jersey.

We may terminate the Employment Agreement for any reason or no reason,

Yeaton may voluntarily resign for any reason or no reason with thirty (30) days’

of Christopher C.

January 24, 2020, the Board of Directors independently reviewed and approved entering into an executive chairman agreement with

Christopher C.

Schreiber (the “Executive Chairman Agreement”).

Pursuant to the Executive Chairman Agreement, Mr.

shall continue to serve as the Executive Chairman of the Board of Directors as long as he is a member of the Board of Directors,

or until termination of the Executive Chairman Agreement (as described below) or upon his earlier death, incapacity, removal,

or resignation.

Pursuant to the Executive Chairman Agreement, Mr.

Schreiber is entitled to receive:

(i) an annual base salary

of $300,000, payable monthly in equal installments, paid retroactively as of November 1, 2019 (it being agreed that such fee shall

be inclusive of any fees associated with Schreiber’s services as both a director of our company and in the capacity of Executive

Chairman), (ii) employee benefits including, health insurance, dental insurance, basic life and accidental death and dismemberment

insurance, long and short term disability insurance and participation in our 401(k) Plan, (iii) annual or other bonuses in cash

and/or in securities of our company and/or otherwise, which bonuses, if any, shall be awarded in the complete discretion of the

Board of Directors or a designated committee thereof and (iv) reimbursements for pre-approved reasonable business-related expenses

incurred in good faith in the performance of Mr.

Schreiber’s duties for us.

The Executive Chairman Agreement established

an “at will”

employment relationship pursuant to which Mr.

Schreiber serves as Executive Chairman.

We may terminate

the Executive Chairman Agreement for any reason or no reason, and Mr.

Schreiber may voluntarily resign for any reason or no reason

with sixty (60) days’

The Executive Chairman Agreement also provides that Mr.

Schreiber may not compete against

us or solicit our employees or customers for a period of one (1) year after termination of the Executive Chairman Agreement or

his association with us for any reason.

with related persons are governed by our Code of Ethics, which applies to all of our associates, as well as each of our directors

and certain persons performing services for us.

This code covers a wide range of potential activities, including, among others,

conflicts of interest, self-dealing and related party transactions.

Waiver of the policies set forth in this code will only be

permitted when circumstances warrant.

Such waivers for directors and executive officers, or that provide a benefit to a director

or executive officer, may be made only by the Board, as a whole, or the Audit Committee and must be promptly disclosed as required

by applicable law or regulation.

Absent such a review and approval process in conformity with the applicable guidelines relating

to the particular transaction under consideration, such arrangements are not permitted.

than as described below, compensation and employment agreements, and other arrangements which are described under “Item

Executive Compensation”

herein, since January 1, 2019, there has not been, and there is not currently proposed, any

transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded the lesser

of $120,000 or the average of our total assets at year-end for the last two completed fiscal years and in which any director,

executive officers, holder of 5% or more of any class of our capital stock, or any member of their immediate family had or will

have a direct or indirect material interest.

In connection with the

Private Placement, Iroquois Master Fund Ltd.

(“IMF”), and its affiliate, Iroquois Capital Investment Group, LLC (“ICIG”),

received an aggregate of 1,040,540 shares of Akers common stock, 1,040,540 Pre-Funded Warrants and 2,081,080 Investor Warrants

and Intracoastal Capital, LLC received 729,729 shares of Akers common stock, and 729,729 Investor Warrants, and Mainfield Enterprises

(“Mainfield”) received 1,081,081 shares of Akers common stock, and 1,081,081 Investor Warrants.

each of IMF, ICIG and Mainfield entered into a lock-up and support agreement with Akers, pursuant to which such

investors agreed, from the date of the lock-up and support agreement until May 31, 2021, to vote such investors’

of Akers common stock in favor of each matter proposed and recommended for approval by the Board or management at every stockholders’

For more information on the Private Placement, please see “Item 7.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Recent Developments—Private Placement”

included in this Annual

Report on Form 10-K.

Principal Accounting Fees and Services.

following table sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered

by the principal accountant for the audit of our annual financial statements and review of financial statements included in our

quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings

or engagements for those fiscal years.

Audit-Related

fees include services for the review of interim financial statements, tax fees include the preparation of tax returns and other

fees include services performed in relation to the preparation of various SEC Forms and advisory services.

fees includes services for the preparation of the Company’s income tax returns.

Other Fees includes included principally due diligence review and preparation of the Audit Comfort Letter for the underwriter

for our public offering and shelf registration filings.

In 2018, we incurred other fees in support of the preparation of our 2018

restatements of Forms 10-Q/A and 10-K/A and Form S-1 and S-3, as well as due diligence review and preparation of the Audit Comfort

Letter for the underwriter for our public offering and shelf registration filings.

Audit-Related Fees

All Other Fees

This category includes the audit of our annual consolidated financial statements, reviews of our financial statements

included in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection

with its engagements for those years.

Audit-Related

Approval Policies and Procedures

audit and permissible non-audit services were pre-approved in accordance with the pre-approval policy and procedures adopted by

the audit committee.

The policy requires that requests for all services must be submitted to the audit committee for specific

pre-approval and cannot commence until such approval has been granted.

This category consists of assurance and related services by our independent registered public accounting firm that are

reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit

The services for the fees disclosed under this category include consents regarding equity issuances.

This category typically consists of professional services rendered by our independent registered public accounting firm

for tax compliance and tax advice.

This category includes aggregate fees billed in each of the last two fiscal years for products and services provided

by the Morison Cogen LLP, other than the services reported in the categories above.

Policies and Procedures

the Audit Committee’s pre-approval policies and procedures, the Audit Committee is required to pre-approve all fees paid

to, and all services performed by, our independent registered public accounting firm.

At the beginning of each year, the Audit

Committee pre-approves the proposed services, including the nature, type and scope of services contemplated and the related fees

to be rendered by our independent registered public accounting firm during the year.

In addition, Audit Committee pre-approval

is also required for those engagements that may arise during the course of the year that are outside the scope of the initial

services and fees pre-approved by the Audit Committee.

of the services rendered by Morison Cogen LLP in 2020 were pre-approved by the Audit Committee

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Comprehensive Loss

Statements of Changes in Shareholders’

Statements of Cash Flows

Statements Schedule

hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated

herein by reference can be obtained on the SEC website at www.sec.gov .

Amended & Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Amendment to Certificate of Incorporation dated June 2, 2008 (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Amendment to Certificate of Incorporation, Certificate of Designation of Series A Preferred Stock, dated September 21, 2012.

(incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Amendment to Certificate of Incorporation dated January 22, 2013 (incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Amended and Restated By-laws dated August 5, 2013 (incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Amendment to Restated By-laws dated May 11, 2016 (incorporated herein by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2016).

Certificate of Amendment to Certificate of Incorporation, Certificate of Designation of Series B Convertible Preferred Stock, dated December 19, 2017 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2017).

Amendment to Amended and Restated By-Laws, dated October 19, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2018).

Certificate of Amendment (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2018).

of Designation of Series C Convertible Preferred Stock, dated December 9, 2019.*

Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020).

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Form of Underwriters’

Warrant (incorporated by reference to Exhibit 4.1 to the to the Company’s Registration Statement on Form S-1 filed with the Securities Exchange Commission on November 18, 2013).

Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2017).

Form of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Form of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2017).

Form of Underwriter’s Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

of Series C Convertible Preferred Stock Warrant Certificate (incorporated herein by reference to Exhibit 4.9 to the

Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Form of Pre-Funded Warrant Certificate (incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Form of Placement Agent Warrant Certificate (incorporated herein by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Financial statement schedules have not been included because they are not applicable or the information is included in the financial

statements or notes thereto.

“Index to Exhibits”

for a description of our exhibits.

Form 10-K Summary.

and Plan of Merger and Reorganization, dated November 11, 2020, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc.,

and MYMD Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 2.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

& Restated Certificate of Incorporation dated March 7, 2002 (incorporated herein by reference to Exhibit 3.1 to Akers

Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7,

of Amendment to Certificate of Incorporation dated May 31, 2005 (incorporated herein by reference to Exhibit 3.2 to Akers

Biosciences, Inc.’s Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission on October

of Amendment to Certificate of Incorporation dated December 20, 2006 (incorporated herein by reference to Exhibit 3.3 to Akers

Biosciences, Inc.’s Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission on October

to Certificate of Incorporation of Akers Biosciences, Inc., dated June 2, 2008 (incorporated herein by reference to Exhibit

3.2 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission

on August 7, 2013).

to Certificate of Incorporation of Akers Biosciences, Inc., dated January 22, 2013 (incorporated

herein by reference to Exhibit 3.4 to Akers Biosciences, Inc.’s Registration Statement

on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

of Amendment to Certificate of Incorporation of Akers Biosciences, Inc., dated November

7, 2018 (incorporated herein by reference to Exhibit 3.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on November

of Amendment to Certificate of Incorporation of Akers Biosciences, Inc., dated November 15, 2019 (incorporated herein by reference

to Exhibit 3.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on November 29, 2019).

of Amendment to Certificate of Incorporation of Akers Biosciences, Inc., dated November 22, 2019 (incorporated herein by reference

to Exhibit 3.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on November 29, 2019).

of Amendment to the Certificate of Incorporation of Akers Biosciences, Inc., dated January 3, 2020 (incorporated herein by

reference to Exhibit 3.1 to Akers Biosciences, Inc’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on January 6, 2020)

of Amendment to the Certificate of Incorporation of Akers Biosciences, Inc., dated October

12, 2020 (incorporated herein by reference to Exhibit 3.13 to Akers Biosciences, Inc.’s

Amendment to Annual Report on Form 10-K/A filed with the Securities and Exchange Commission

on October 21, 2020).

to Certificate of Incorporation, Certificate of Designation of Series A Preferred Stock of Akers Biosciences, Inc., dated

September 21, 2012 (incorporated herein by reference to Exhibit 3.3 to Akers Biosciences, Inc.’s Registration Statement

on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

of Amendment to the Certificate of Incorporation, Certificate of Designation of Series B Convertible Preferred Stock of Akers

Biosciences, Inc., dated December 19, 2017 (incorporated herein by reference to Exhibit 3.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2017).

of Designation of Series C Convertible Preferred Stock of Akers Biosciences, Inc., dated December 9, 2019 (incorporated herein

by reference to Exhibit 3.10 to Akers Biosciences, Inc.’s Annual Report on Form 10-K, filed with the Securities and

Exchange Commission on March 25, 2020).

of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of Akers Biosciences, Inc.,

dated March 24, 2020 (incorporated herein by reference to Exhibit 3.1 to Akers Biosciences, Inc.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

of Designations of Series E Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1 to Akers

Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2020).

and Restated Bylaws of Akers Biosciences, Inc.

dated July 21, 2020 (incorporated herein by reference to Exhibit 3.1 to Akers

Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2020).

of Securities

Amended License and Supply Agreement by and between Akers Biosciences, Inc.

and Chubeworkx Guernsey Limited (as successor to Sono International Limited) (“Chubeworkx”), (EN)10 (Guernsey) Limited (formerly BreathScan International (Guernsey) Limited) and (EN)10 Limited (formerly BreathScan International Limited), dated June 12, 2013 (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Share Purchase Agreement by and between Akers Biosciences, Inc.

and Chubeworkx, dated June 12, 2013.

(incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Subscription Agreement by and between Akers Biosciences, Inc.

and Chubeworkx, dated June 12, 2013(incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Subscription Agreement by and between Akers Biosciences, Inc.

of Voting Agreement, by and between Akers Biosciences, Inc.

and the directors, officers and certain specified stockholders

of MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 2.2 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

of Voting Agreement, by and between MYMD Pharmaceuticals, Inc.

and the directors, officers and certain stockholders of Akers

Biosciences, Inc.

(incorporated herein by reference to Exhibit 2.3 to Akers Biosciences, Inc.’s Current Report on Form

8-K filed with the Securities and Exchange Commission on November 12, 2020)

of Underwriters’

Warrant (incorporated by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Registration Statement

on Form S-1 filed with the Securities Exchange Commission on November 18, 2013).

of Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K

filed with the Securities and Exchange Commission on January 10, 2017).

of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.2 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on October 13, 2017).

of Underwriter’s Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.7 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

of Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K

filed with the Securities and Exchange Commission on October 31, 2018).

of Series C Convertible Preferred Stock Warrant Certificate (incorporated herein by reference to Exhibit 4.9 to Akers Biosciences,

Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Pre-Funded Warrant Certificate (incorporated herein by reference to Exhibit 4.10 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Placement Agent Warrant Certificate (incorporated herein by reference to Exhibit 4.11 to Akers Biosciences, Inc.’s

Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

of Placement Agent Warrant (incorporated herein by references to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on May 15, 2020).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on November 18, 2020).

Agreement dated as of September 9, 2020 between Akers Biosciences, Inc.

and VStock Transfer, LLC as Rights Agent (incorporated

herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on September 9, 2020).

of Pre-Funded Warrant.

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

of Investor Warrant.

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.2 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

License and Supply Agreement by and between Akers Biosciences, Inc.

and Chubeworkx Guernsey Limited (as successor to Sono

International Limited) (“Chubeworkx”), (EN)10 (Guernsey) Limited (formerly BreathScan International (Guernsey)

Limited) and (EN)10 Limited (formerly BreathScan International Limited), dated June 12, 2013 (incorporated herein by reference

to Exhibit 10.4 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Purchase Agreement by and between Akers Biosciences, Inc.

and Chubeworkx, dated June 12, 2013 (incorporated herein by reference

to Exhibit 10.5 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Agreement by and between Akers Biosciences, Inc.

and Chubeworkx, dated June 12, 2013 (incorporated herein by reference to

Exhibit 10.7 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Agreement by and between Akers Biosciences, Inc.

and Thomas J.

Knox, dated September 14, 2012(incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Promissory Note entered into by Thomas J Knox issued in favor of Akers Biosciences, Inc., dated September 14, 2012.

(incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

License and Supply Agreement by and among the Company, Sono International Limited (“SIL”), BreathScan International (Guersney) Limited and BreathScan International Limited, dated June 19, 2012 (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

Distribution Agreement by and among the Company and Fisher Healthcare, and Amendment thereto, dated June 15, 2010 and May 1, 2012, respectively.

(incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

National Brand Distribution Agreement by and among the Company and Cardinal Health 2000, and Amendment thereto, dated May 1, 2007 and June 1, 2008, respectively.

(incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

2013 Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Form of Nonqualified Stock Option Agreement (Non-Employee) (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Form of Nonqualified Stock Option Agreement (Employee) (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Form of Incentive Stock Option (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Letter Agreement, dated December 3, 2013, by and between the Company and Mr.

Thomas Knox (incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Joint Venture Agreement, dated October 24, 2014, by and between Akers Biosciences, Inc., Hainan Savy Investment Management Ltd, and Thomas Knox (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2014).

Amended and Restated 2013 Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015).

Form of Lock Up Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015).

Employment Agreement between the Company and John J Gormally, dated December 1, 2015.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2015).

First Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan (incorporated by referenced to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).

Form of Placement Agency Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and Joseph Gunnar and Co., LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Form of Securities Purchase Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

Knox, dated September 14, 2012(incorporated herein by reference

to Exhibit 10.8 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Note entered into by Thomas J Knox issued in favor of Akers Biosciences, Inc., dated September 14, 2012 (incorporated herein

by reference to Exhibit 10.9 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on August 7, 2013).

and Supply Agreement by and among Akers Biosciences, Inc., Sono International Limited (“SIL”), BreathScan International

(Guersney) Limited and BreathScan International Limited, dated June 19, 2012 (incorporated herein by reference to Exhibit

10.10 to Akers Biosciences, Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission

on October 8, 2013).

Agreement by and among Akers Biosciences, Inc.

and Fisher Healthcare, and Amendment thereto, dated June 15, 2010 and May 1,

2012, respectively.

(incorporated herein by reference to Exhibit 10.11 to Akers Biosciences, Inc.’s Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

Brand Distribution Agreement by and among Akers Biosciences, Inc.

and Cardinal Health 2000, and Amendment thereto, dated May

1, 2007 and June 1, 2008, respectively.

(incorporated herein by reference to Exhibit 10.12 to Akers Biosciences, Inc.’s

Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.14 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Nonqualified Stock Option Agreement (Non-Employee) (incorporated herein by reference to Exhibit 10.15 to Akers Biosciences,

Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Nonqualified Stock Option Agreement (Employee) (incorporated herein by reference to Exhibit 10.16 to Akers Biosciences,

Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.17 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Incentive Stock Option (incorporated herein by reference to Exhibit 10.18 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Agreement, dated December 3, 2013, by and between Akers Biosciences, Inc.

Thomas Knox (incorporated herein by reference

to Exhibit 10.19 to Akers Biosciences, Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange

Commission on December 6, 2013).

Venture Agreement, dated October 24, 2014, by and between Akers Biosciences, Inc., Hainan Savy Investment Management Ltd,

and Thomas Knox (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form

8-K filed with the Securities and Exchange Commission on October 29, 2014).

and Restated 2013 Incentive Stock and Award Plan of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 10.1

to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January

of Lock Up Agreement of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015).

Agreement between Akers Biosciences, Inc.

Gormally, dated December 1, 2015.

(incorporated herein by reference

to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on December 3, 2015).

Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan of Akers Biosciences, Inc.

(incorporated by referenced

to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on October 12, 2016).

of Placement Agency Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and Joseph Gunnar and Co., LLC

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on April 5, 2017).

of Securities Purchase Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and various purchasers.

(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Form Registration Rights Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and various purchasers (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Akers Biosciences, Inc.

2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2017).

Form Warrant Exercise Agreement, dated October 12, 2017 by and between Akers Biosciences, Inc.

and various holders (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2017).

Form of Resignation Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

Offer of Employment, dated October 5, 2018 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

Form of Securities Purchase Agreement, dated October 31, 2018, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

Akers Biosciences, Inc.

2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2018).

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 3.10 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Offer of Employment, dated January 6, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020).

Offer of Employment, dated January 31, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2020).

Membership Interest Purchase Agreement ((incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Support Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

License Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

List of Subsidiaries.*

(incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on April 5, 2017).

Registration Rights Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and various purchasers (incorporated

herein by reference to Exhibit 10.3 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on April 5, 2017).

Biosciences, Inc.

2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017).

Warrant Exercise Agreement, dated October 12, 2017 by and between Akers Biosciences, Inc.

and various holders (incorporated

herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on October 13, 2017).

of Resignation Agreement of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences,

Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

of Employment to Howard R.

Yeaton, dated October 5, 2018 (incorporated herein by reference to Exhibit 10.2 to Akers Biosciences,

Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

of Securities Purchase Agreement, dated October 31, 2018, by and among Akers Biosciences, Inc.

and the investors signatory

thereto (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on October 31, 2018).

Biosciences, Inc.

2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2018).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.29 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Employment to Howard R.

Yeaton, dated January 6, 2020 (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences,

Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020).

of Employment to Christopher C.

Schreiber, dated January 31, 2020 (incorporated herein by reference to Exhibit 10.1 to Akers

Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2020).

Interest Purchase Agreement, dated as of March 23, 2020, by and among the members of Cystron Biotech, LLC and Akers Biosciences,

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on March 24, 2020).

Agreement, dated as of March 23, 2020, by and among Akers Biosciences, Inc.

and certain of its stockholders (incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on March 24, 2020).

Rights Agreement, dated as of March 23, 2020, by and among certain members of Cystron Biotech, LLC and Akers Biosciences,

(incorporated herein by reference to Exhibit 10.3 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on March 24, 2020).

and Restated License and Development Agreement by and among Premas Biotech PVT Ltd and Cystron Biotech, LLC (incorporated

herein by reference to Exhibit 10.4 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on March 24, 2020).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

No.1 to the Membership Interest Purchase Agreement, dated May 14, 2020 (incorporated herein by reference to Akers Biosciences,

Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2020).

Consulting Agreement, dated as of July 21, 2020, between Akers Biosciences, Inc.

and Brio Financial Group (incorporated herein

by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 22, 2020).

Agreement and General, Release, dated as of August 3, 2020, by and among Akers Biosciences, Inc.

and ChubeWorkx Guernsey Limited

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on August 07, 2020).

and Support Agreement, dated as of August 3, 2020, by and among Akers Biosciences, Inc.

and ChubeWorkx Guernsey Limited (incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on August 07, 2020).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020).

Biosciences, Inc.

2018 Plan Amendment (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2020).

of Lock-Up/Leak-Out Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

Secured Promissory Note, dated November 11, 2020, by and between Akers Biosciences, Inc.

and MYMD Pharmaceuticals, Inc.

(incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on November 12, 2020).

of Securities Purchase Agreement, dated November 11, 2020, by and between Akers Biosciences, Inc.

and purchasers named therein

(incorporated herein by reference to Exhibit 10.3 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on November 12, 2020).

of Lock-Up and Support Agreement, dated November 11, 2020, by and between Akers Biosciences, Inc.

and its stockholders named

therein (incorporated herein by reference to Exhibit 10.4 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on November 12, 2020).

List of Subsidiaries of Akers Biosciences, Inc.

Consent of Morison Cogen LLP, Independent Registered Public Accounting Firm.

4 unchanged sentences

Certification

of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Form 10-K Summary.

accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this Annual Report to be signed

of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Data Files of Financial Statements and Notes.

Filed herewith

Management contract or compensatory plan or arrangement.

The schedules and exhibits to the Agreement and Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2)

of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

Christopher C.

Chairman of the Board of Directors and Director

Executive Officer)

accordance with the Exchange Act, this Annual Report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

/s/ Christopher C.

President, Chief Executive Officer and Director

March 1, 2021

Christopher C.

Chairman of the Board of Directors and Director

(Principal Executive

(Principal Executive Officer)

/s/ Ian Rhodes

Interim Chief Financial Officer

(Principal Financial

and Accounting Officer)

March 1, 2021

(Principal Financial Officer and Principal Accounting Officer)

/s/ Joshua Silverman

Chairman of the Board

March 1, 2021

Joshua Silverman

March 1, 2021

/s/ Robert C.

March 1, 2021

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations and Comprehensive Loss

Statement of Changes in Shareholders’

Statement of Cash Flows

Balance Sheets F-3

Statements of Comprehensive Loss

Statements of Changes in Shareholders’

Statements of Cash Flows

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Akers Biosciences, Inc.

To the Board of Directors and Stockholders of Akers

Biosciences, Inc.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Akers Biosciences, Inc.

and Subsidiaries (the Company) as of December

31, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’

equity, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively

referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations

and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles

generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to

the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting,

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Morison Cogen LLP

have served as the Company’s auditor since 2010.

Bell, Pennsylvania

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Akers Biosciences, Inc.

and Subsidiaries (the Company) as of December 31, 2020 and 2019, and the related consolidated

statements of comprehensive loss, changes in shareholders’

equity, and cash flows for each of the two years in the period

ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and 2019, and the results of their operations and their cash flows for each of the two years in the period ended December

31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we

are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated

below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical

audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,

by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts

or disclosures to which it relates.

Going Concern Assessment

As discussed in Note 3 to the consolidated

financial statements, historically, the Company has incurred net losses.

Since its inception, the Company has met its liquidity

requirements principally through the sale of its common stock in public and private placements.

The Company believes that its

current financial resources as of the date of issuance of the consolidated financial statements are sufficient to fund its current

operating budget and contractual obligations as of December 31, 2020 as they fall due in the next twelve-month period, and as

such have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon

the Company’s ability to continue as a going concern.

In making such a determination, management prepared a short-term cash flow

Management used significant assumptions in preparing the short-term cash flow projection, which included operating

costs and financing obligations.

The principal considerations for our determination

that performing procedures relating to the going concern assessment is a critical audit matter are the significant judgments in

management’s plans to fund its operating budget and contractual obligations.

This required a high degree of auditor judgment

and an increased extent of effort when performing audit procedures to evaluate management’s conclusion that it is probable

the Company’s plans will be effectively implemented within twelve months after the date the consolidated financial statements

are issued and will provide the necessary cash flows to fund the Company’s operating budget and contractual obligations.

Addressing the matter involved performing

procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included the following:

of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the

light of its existing operating requirements and plans.

of the reasonableness of management’s plans on the cash flow requirements of the operations.

the completeness, accuracy, and relevance of underlying data in the short-term cash flow projection.

of the adequacy of the Company’s disclosure of these circumstances in the consolidated financial statements.

/s/ Morison Cogen LLP

We have served as the Company’s auditor

Blue Bell, Pennsylvania

March 1, 2021

BIOSCIENCES, INC.

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31, 2020 and 2019

of December 31,

Receivables, net

and other receivables

and Cash Equivalents

Marketable Securities

Other Receivables

Prepaid expenses

assets of discontinued operations

Current Assets

Plant and Equipment, net

Restricted Cash

assets of discontinued operations

Non-Current Assets

and Other Payables

Trade and Other

liabilities of discontinued operations

Current Liabilities

and Contingencies

Commitments and Contingencies

SHAREHOLDERS’

Stock, No par value, 50,000,000 total preferred shares authorized

C Convertible Preferred stock, 1,990,000 shares designated, no par value and a stated value of $4.00 per share, 0 and 0 shares

issued and outstanding as of December 31, 2019 and 2018

Stock, No par value, 100,000,000 shares authorized 1,738,837 and 540,607 issued and outstanding as of December 31, 2019 and

Other Comprehensive Income (Loss)

Preferred Stock,

No par value, 50,000,000 total preferred shares authorized

Series A Convertible Preferred Stock,

10,000,000 shares designated, $0.001 par value and a stated value of $0.0725 per share, 0 shares issued and

outstanding as of December 31, 2020 and December 31, 2019

Series C Convertible Preferred Stock,

1,990,000 shares designated, no par value and a stated value of $4.00 per share, 0 shares issued and outstanding as of December

31, 2020 and December 31, 2019

Series D Convertible Preferred Stock,

211,353 shares designated, no par value and a stated value of $0.01 per share, 72,992 and 0 shares issued and outstanding

as of December 31, 2020 and December 31, 2019

Series E Junior Participating Preferred

Stock, 100,000 shares designated, no par value and a stated value of $0.001 per share, 0 shares issued and outstanding as

of December 31, 2020 and December 31, 2019

Common stock, No par value, 100,000,000

shares authorized 17,585,261 and 1,738,837 issued and outstanding as of December 31, 2020 and December 31, 2019

Accumulated Other

Comprehensive Income

(137,163,739 )

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AND SUBSIDIARIES

Statements of Operations and Comprehensive Loss

Statements of Comprehensive Loss

the Years Ended December 31,

Cost of Sales

Administrative

and Marketing Expenses

Product Revenue

Administrative Expenses

Sales and Marketing Expenses

Research and Development Expenses

Settlement Expenses

of Non-Current Assets

from Operations

Litigation Settlement

Loss from Operations

(12,285,703 )

(Income)/Expenses

of Intangible Assets

of Other Assets

on Disposal of Property and Equipment

Currency Transaction Loss

Loss on Investments

and Dividend Income

Other Expense

Before Income Taxes

Other (Income) Expenses

Loss on Disposal of Non-Current Assets

Foreign Currency Transaction (Gain)

Gain on Fair Market Value Change

of Equity Investments

(Gain) Loss on Investments

Dividend Income

Total Other Income

Loss Before Income Taxes

(12,152,214 )

Income Tax Benefit

Net Loss from

Continuing Operations

(12,152,214 )

Comprehensive Income (Loss)

Unrealized Gain (Loss) on Marketable Securities

Net Loss from

Discontinued Operations

(17,580,609 )

Other Comprehensive Income (Loss)

Net Unrealized

Gain on Marketable Securities

Total Other Comprehensive

Comprehensive

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$ (3,844,450 )

and Diluted loss per common share

average basic and diluted common shares outstanding

Basic and Diluted

Loss per Common Share from Continuing Operations

Basic and Diluted

Loss per Common Share from Discontinued Operations

Basic and Diluted Loss per Common

Weighted average

basic and diluted common shares outstanding

accompanying notes are an integral part to these consolidated financial statements.

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Comprehensive

Shareholders’

Income/(Loss)

at January 1, 2018

$ 110,647,169

$ (104,845,847 )

(10,849,034 )

of warrants for common stock

of preferred stock to common stock

offering of common stock, net of offering costs of $50,000

of deferred compensation

of stock grants to officer

compensation - stock options

compensation - restricted stock

unrealized loss on marketable securities

at December 31, 2018

$ 121,554,547

$ (115,694,881 )

offering - common stock, net of offering costs of $306,222

offering - prepaid equity forward contracts, net of offering costs of $688,005

of stock grants to officer

of common stock to vendor for services

of prepaid equity forward contracts for common stock

compensation - restricted stock units

Balance at January 1,

Public offering –

common stock, net of offering costs of $306,222

Public offering –

pre-funded warrants, net of offering costs of $688,005

Issuance of stock

grants to officer

Issuance of common

stock to vendor for services

Exercise of prepaid

equity forward contracts for common stock

Stock-based compensation

restricted stock units

unrealized gain on marketable securities

at December 31, 2019

$ 128,920,414

$ (119,583,130 )

Balance at December 31, 2019

Exercise of pre-funded

warrants for common stock

Stock-based compensation

restricted stock units

Stock-based compensation

acquisition of license for preferred series “D”

Stock-based compensation

acquisition of license for common stock

Stock-based compensation

shares issued to vendors

Exercise of Series

C Convertible Preferred Warrants for common stock

Exercise of Series

D Convertible Preferred Shares for common stock

Registered direct

offering of common stock, net of offering costs of $513,795

Registered direct

offering of common stock, net of offering costs of $504,281

Registered direct

offering of common stock, net of offering costs of $689,874

Private placement

of common stock, net of offering costs of $1,522,694

Private placement

of pre-funded warrants, net of offering costs of

Share-based compensation

shares issued for litigation settlements

Reclassification

of unrealized gain on marketable securities

December 31, 2020

accompanying notes are an integral part to these consolidated financial statements.

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the Years Ended December 31,

flows from operating activities

Cash flows from operating

loss from continuing operations

$ (12,152,214 )

$ (3,381,295 )

to reconcile net loss to net cash used in

loss on sale of securities

(loss)/income - marketable securities

and amortization

on disposal of fixed assets

of intangible assets

of other assets

for obsolete inventory

for doubtful trade receivables

for doubtful other receivables

of deferred compensation

compensation to employees - options

compensation to employees - common stock

compensation to directors - restricted stock units

compensation - shares issued to vendors

in assets and liabilities:

in trade receivables

Net loss from discontinued

Adjustments to reconcile

net loss to net cash used in operating activities:

on sale of securities

on fair market value of equity investments

Accrued income -

marketable securities

Depreciation and

Loss on disposal

of fixed assets

Impairment of prepaid

Impairment of production

Impairment of intangible

Inventory adjustment

for net realizable value

Reserve for obsolete

Reserve for doubtful

trade receivables

Reserve for doubtful

other receivables

Stock-based compensation

to employees - common stock

Stock-based compensation

to directors - restricted stock units

Stock-based compensation

- shares issued to vendors

Stock-based compensation

shares issued to Chubeworkx

Stock-based compensation

shares issued to Cystron

Changes in assets

and liabilities:

Decrease in trade

(Increase)/decrease

in deposits and other receivables

in inventories

Decrease/(increase)

in prepaid expenses

in other assets

(decrease) in trade and other payables

Decrease in prepaid

Decrease in other

Increase/(decrease)

in trade and other payables

cash used in operating activities

flows from investing activities

of property, plant and equipment

from the sale of equipment

note receivable

of marketable securities

(11,924,941 )

Cash flows from investing

Proceeds from the

sale of equipment

Short-term note

Purchases of marketable

from sale of marketable securities

cash used in investing activities

flows from financing activities

proceeds from issuance of common stock

proceeds from issuance of prepaid equity forward contracts for the purchase of common

proceeds from the exercise of prepaid equity forward contracts for the purchase of common stock

Cash flows from financing

Net proceeds from

issuance of common stock

Net proceeds from

issuance of pre-funded warrants for the purchase of common stock

Net proceeds from

the exercise of pre-funded warrants for the purchase of common stock

proceeds from exercise of warrants for common stock

cash provided by financing activities

increase/(decrease) in cash and restricted cash

and restricted cash at beginning of year

and restricted cash at end of year

cash flow information:

Schedule of Non-Cash Financing and Investing Activities

unrealized gains/(losses) on marketable securities

of Series B Preferred Stock to common shares

Net increase/(decrease) in cash and

cash equivalents and restricted cash

Cash and cash

equivalents and restricted cash at beginning of year

Cash and cash

equivalents and restricted cash at end of year

Supplemental cash

flow information:

Cash paid for:

Supplemental Schedule

of Non-Cash Financing and Investing Activities

unrealized gains on marketable securities

of Series D Convertible Preferred Stock for Common Stock

accompanying notes are an integral part to these consolidated financial statements.

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(“Akers”), is a New Jersey corporation.

These consolidated financial statements include two wholly

owned subsidiaries, Akers Acquisition Sub, Inc.

and Bout Time Marketing Corporation, (together, the “Company”).

material intercompany transactions have been eliminated in consolidation.

November 7, 2018, the Company announced its intention to explore strategic alternatives in order to maximize shareholder value.

As announced, this process will consider a range of potential strategic alternatives including, but not limited to, business combinations

and developing new businesses through hiring key personnel, while simultaneously supporting the Company’s management and

employees in the execution of the Company’s current business activities.

the Company has undertaken steps to reduce its expenses, including reducing the number of personnel, reducing its office and warehouse

footprint, eliminating services from non-critical vendors and has withdrawn its shares from registration on the AIM exchange in

the United Kingdom.

Company’s medical device business has as its current focus the production and sale of disposable diagnostic testing devices

that can be performed in minutes, to facilitate time sensitive therapeutic decisions.

The Company’s principal products are

a rapid test detecting the antibody causing an allergic reaction to Heparin and breath alcohol detectors used for health and safety.

These consolidated financial statements include three wholly

owned subsidiaries, Cystron Biotech, LLC (“Cystron”), Akers Acquisition Sub, Inc.

and Bout Time Marketing Corporation,

(together, the “Company”).

All material intercompany transactions have been eliminated in consolidation.

Company was historically a developer of rapid health information technologies, but, since March 2020, has been primarily focused

on the development of a vaccine candidate against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world.

In response to the global pandemic, the Company is pursuing rapid development and manufacturing of its COVID-19 vaccine candidate,

or combination product candidate (the “COVID-19 Vaccine Candidate”) in collaboration with Premas Biotech PVT Ltd.

(“Premas”), an entity incorporated in India.

July 7, 2020, the Company immediately ceased the production and sale of its rapid, point-of-care screening and testing products.

The Company will continue to provide support for these testing products that remain in the market through respective product expiration

For a more detailed discussion of the Company’s cessation of its screening and testing products, see Note 3 and Note

Significant Accounting Policies

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Foreign Currency Transaction Gains or Losses,

resulting from cash balances denominated in Foreign Currencies, are recorded in the consolidated statements of operations

and comprehensive loss.

resulting from cash balances denominated in Foreign Currencies, are recorded in the Consolidated Statements of Comprehensive

Comprehensive

Income (Loss)

Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting

comprehensive income (loss).

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure

of certain financial information that historically has not been recognized in the calculation of net income.

comprehensive loss.

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain

financial information that historically has not been recognized in the calculation of net income.

and Cash Equivalents

Company considers all highly liquid investments, which include short-term bank deposits (up to 3 three months from date of

deposit) that are not restricted as to withdrawal date or use, to be cash equivalents.

December 31, 2019, restricted cash included in non-current assets on the Company’s consolidated balance sheet was $115,094

representing cash in trust for the purpose of funding legal fees for certain litigations.

Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit)

that are not restricted as to withdrawal date or use, to be cash equivalents.

December 31, 2020 and 2019, restricted cash included in non-current assets on the Company’s Consolidated Balance Sheets

was $0 and $115,094, respectively, representing cash in trust for the purpose of funding legal fees for certain litigations.

BIOSCIENCES, INC.

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hierarchy under FASB ASC 820 are described as follows:

to the valuation methodology are unadjusted quoted prices for identical assets or liabilities

in active markets that the Company has the ability to access.

to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company

has the ability to access.

to the valuation methodology include:

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other than quoted prices that are observable for the asset or liability;

that are derived principally from or corroborated by observable market data by correlation

or other means

the asset or liability has a specified (contractual) term, the level 2 input must be

observable for substantially the full term of the asset or liability.

that are derived principally from or corroborated by observable market data by correlation or other means

the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full

term of the asset or liability.

to the valuation methodology are unobservable and significant to the fair value measurement.

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is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2020 and December

Agency Securities:

Valued using pricing models maximizing the use of observable inputs for similar securities.

This includes

basing value on yields currently available on comparable securities of issuers with similar credit ratings.

Prices in Active Markets for Identical Assets or Liabilities

Prices for Similar Assets or Liabilities in Active Markets

securities at December 31, 2019

securities at December 31, 2018

securities comprise debt securities and include U.S.

agency securities, which are classified as available for

The debt securities are valued at fair market value.

Maturities of the securities are less than one year.

gains and losses relating to the available for sale investment securities were recorded in the Consolidated Statement of Changes

in Shareholders’

Equity as comprehensive (loss) income.

These amounts were an increase of $43,799 in unrealized gains

for the year ended December 31, 2019 and $25,913 in unrealized losses for the year ended December 31, 2018.

and losses resulting from these sales amounted to a gain of $3,952 and a loss of $15,178 for the years ended December 31,

2019 and 2018, respectively.

the years ended December 31, 2019 and 2018, proceeds from the sale of marketable securities were $2,857,960 and $6,313,330,

Valued using quoted prices in active markets for identical assets.

Prices in Active

for Identical Assets

Marketable securities

at December 31, 2020

Marketable securities at December

securities are classified as available for sale and are valued at fair market value.

Maturities of the securities are less

than one year.

of December 31, 2020, the Company held certain mutual funds which, under FASB ASC 321-10, were considered equity

As such, the change in fair value in the year ended December 31, 2020 of a gain of $54,100 includes

the reclassification of the accumulated other comprehensive income of $17,886 as of December 31, 2019, which

was included in net loss from continuing operations in the Consolidated Statements of Comprehensive Loss.

and losses resulting from the sales of marketable securities were (losses) and gains of ($36,714) and $3,952 for the years

ended December 31, 2020 and 2019, respectively

from the sales of marketable securities in the years ended December 31, 2020 and 2019 were $2,314,374 and $2,857,960,

respectively.

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credit evaluations and monitors current economic trends that might impact the level of credit losses in the future.

of December 31, 2019, and 2018, allowances for doubtful accounts for trade receivables were $458,902 and $606,835.

expenses for trade receivables were $5,325 and $185,335 for the years ended December 31, 2019 and 2018.

and Other Receivables

of December 31, 2020, and 2019, allowances for doubtful accounts for trade receivables were $0.

Bad debt expenses for trade

receivables were $0 and $5,325 for the years ended December 31, 2020 and 2019.

to the Company’s pursuit of strategic alternatives, pursuant to an unsecured promissory note dated July 4, 2019, on

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Discussions with this party toward a potential transaction have been suspended.

The unsecured

promissory note became due on October 2, 2019 and the Company is pursuing collection of the obligation.

the year ended December 31, 2019, the Company established a reserve of $100,000 which is included in Administrative Expenses

in the Consolidated Statement of Operations and Comprehensive Loss.

the year ended December 31, 2020,

the Company deemed the promissory note uncollectable and wrote the note off against the

the year ended December 31, 2020, the Company advanced MYMD $1,200,000 under a Secured Promissory Note.

The Company advanced

two additional draws of $600,000, or $1,200,000 cumulatively, on January 21, 2021 and February 25, 2021 to MYMD under this

secured promissory note (see Note 3).

of December 31, 2020 and 2019, allowance for doubtful accounts for other receivables was $0 and $100,000, respectively.

Bad debts expense for other receivables were $0 and $100,000 for the years ended December 31, 2020 and 2019.

BIOSCIENCES, INC.

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2 - Significant Accounting Policies, continued

expenses represent expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses.

Prepaid expenses are comprised principally of prepaid insurance.

Concentrations

instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit

with financial institutions and accounts receivable.

At times, the Company’s cash in banks is in excess of the FDIC

insurance limit.

instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with

financial institutions and accounts receivable.

At times, the Company’s cash in banks is in excess of the FDIC insurance

The Company has not experienced any loss as a result of these cash deposits.

These cash balances are maintained

with two banks.

the year ended December 31, 2019, two customers generated 48% and 31% or 79% in the aggregate, of the Company’s revenues.

For the year ended December 31, 2018, two customers generated 57% and 14%, or 71% in the aggregate, of the Company’s

customers accounted for 30%, 18%, 12%, 12% and 11%, or 83% in the aggregate, and two customers accounted for 62% and

37%, or 99% in the aggregate, of trade receivables net of customer credits and allowances for doubtful accounts as of December

31, 2019 and 2018, respectively.

These concentrations make the Company vulnerable to a near-term severe impact should these

relationships be terminated.

To limit such risks, the Company performs ongoing credit evaluations of its customers’

financial condition.

supplier accounted for 43% and 14% of the Company’s purchases for the years ended December 31, 2019 and 2018, respectively.

of the Company’s suppliers accounted for more than 10% of the Company’s outstanding accounts payable as of December

31, 2019 and 2018.

These cash balances are maintained with two

Management of Cash Investments

is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation

of capital over investment returns.

Investments are maintained in securities, primarily publicly traded, short-term money market

funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources

and provide ready access to funds.

Company’s investment portfolios are regularly monitored for risk and are held with two brokerage firms.

BIOSCIENCES, INC.

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with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense”

the Consolidated Statement of Operations and Comprehensive Loss.

the Consolidated Statements of Comprehensive Loss.

is recognized in profit and loss on the accelerated basis over the estimated useful lives of the property, plant and equipment.

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equipment & software

Leasehold Improvements

remaining lease or

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carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment

charge to our Consolidated Statements of Operations and Comprehensive Loss.

charge to our Consolidated Statements of Comprehensive Loss.

and Trade Secrets

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are in the national phase of prosecution in many Patent Cooperation Treaty participating countries.

Additional proprietary technology

consists of numerous different inventions.

Additional proprietary

technology consists of numerous different inventions.

Management intends to protect all other intellectual property (e.g.

copyrights, trademarks

and trade secrets) using all legal remedies available to the Company.

trademarks and trade secrets) using all legal remedies available to the Company.

associated with applying for patents are capitalized as patent costs.

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amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis and assessed for impairment when necessary.

Patent pending costs for patents that are not approved are charged to the consolidated statements of operations and comprehensive

loss the year the patent is rejected.

Patent pending costs for patents that are not approved are charged to the Consolidated Statements of Comprehensive Loss the year

the patent is rejected.

addition, patents may be purchased from third parties.

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The estimated useful lives for the current and comparative periods are as follows:

and trademarks

Patents and trademarks

BIOSCIENCES, INC.

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2 - Significant Accounting Policies, continued

Company leased its facility in West Deptford, New Jersey (the “Thorofare Facility”) under an operating lease

(“Thorofare Lease”) with annual rentals of $132,000 plus common area maintenance (CAM) charges.

The Thorofare Facility

houses the Company’s office, manufacturing, laboratory and warehouse space.

The Thorofare Lease took effect on January 1,

On January 7, 2013, the Company extended the Thorofare Lease extending the term to December 31, 2019.

On November 11, 2019,

the Company entered into another extension of the Thorofare Lease, extending the term to December 31, 2021, effective January

1, 2020, and providing for an early termination option with a 150-day notice period.

On July 16, 2020, the Company exercised the

early termination option under the lease agreement, with the effect of the post exercise lease maturity date changing to December

The lease terminated on November 30, 2020, at the lessor’s request, and the property was handed over to the

property manager on November 30, 2020.

January 1, 2020 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which

increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording

them on the balance sheet as lease assets and lease liabilities.

The new guidance requires the recognition of the right-of-use

(“ROU”) assets and related operating and finance lease liabilities on the balance sheet.

The Company adopted the new

guidance using the modified retrospective approach on January 1, 2020.

As a result, the Consolidated Balance Sheet as of December

31, 2019 was not restated and is not comparative.

adoption of ASC 842 resulted in the recognition of ROU assets of $306,706 and lease liabilities for an operating lease of $306,706

on the Company’s Consolidated Balance Sheet as of January 1, 2020.

Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing

(i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a

lease meet the definition of initial direct costs.

Also, the Company elected the expedient allowing an entity to use hindsight

to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease

and non-lease components.

The Company has also elected the short-term lease accounting policy under which the Company would not

recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less

and does not include a purchase option that the Company is more than reasonably certain to exercise.

contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract

is, or contains, a lease.

The Company’s assessment is based on:

(i) whether the contract involves the use of a distinct

identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset

throughout the period, and (iii) whether the Company has the right to direct the use of the asset.

Leases entered into prior to

January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification.

operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments.

The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly

stated in the lease.

The present value of the lease payments is calculated using the incremental borrowing rate for operating

leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow

an amount equal to the lease payments on a collateralized basis over a similar term.

The lease term for all of the Company’s

leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend

the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor.

assets are reviewed for impairment.

expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line

basis over the lease term.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

June 2020, the Company recorded an adjustment to its right-of-use asset and liability in the amounts of $153,709 and $155,737,

respectively, to adjust for the effect of the Company having elected to exercise the early termination option under the lease

agreement, as discussed earlier.

The following information reflects the effect of the adjustments discussed above in connection

with the Company’s exercise of the early termination option.

Company’s lease expense, including CAM charges was $154,362 for the year ended December 31, 2020.

information related to leases is presented below:

December 31, 2020

Operating cash used by operating

Weighted-average remaining lease term

operating leases (in months)

Weighted-average discount rate –

operating leases

Recoverability

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its distributors.

The Company’s accrued rebates and incentives were $20,002 and $23,179, as of December 31, 2019 and 2018,

respectively.

Accounts receivable will be reduced when the rebates are applied by the customer.

The Company recognized $130,577

and $105,247 for the years ended December 31, 2019 and 2018 for rebates, respectively, which is included as a reduction of product

revenue in the Consolidated Statement of Operations and Comprehensive Loss.

Note 13 for disaggregation of revenue by product line and geographic region.

Company utilizes an asset and liability approach for financial accounting and reporting for income taxes.

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unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

and Handling Fees and Costs

Company charges actual shipping costs plus a handling fee to customers, which amounted to $38,131 and $50,518 for the years ended

December 31, 2019 and 2018.

These fees are classified as product revenue in the Consolidated Statement of Operations and Comprehensive

Shipping and other related delivery costs, including those for incoming raw materials are classified as product cost of

sales, which amounted to $46,534 and $93,558 for the years ended December 31, 2019 and 2018, respectively.

and Development Costs

accordance with FASB ASC 730, research and development costs are expensed when incurred.

accordance with FASB ASC 730, research and development

costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities

on the Company’s behalf.

These costs included costs incurred to acquire and develop the license for the COVID-19 vaccine

project (See Note 3).

and Handling Fees and Costs

Company charges actual shipping costs plus a handling fee to customers which are classified as product revenue in the Consolidated

Statement of Comprehensive Loss.

Shipping and other related delivery costs, including those for incoming raw materials are classified

as product cost of sales.

BIOSCIENCES, INC.

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Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards

Codification (ASC) 718, "Compensation - Stock Compensation", which requires the measurement and recognition of compensation

Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation

expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date.

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The value of the portion of

the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straightline

the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line

In June 2018, the FASB issued ASU No.

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anti-dilutive.

the Company reported a net loss for the years ended December 31, 2020 and 2019, respectively, common stock equivalents were anti-dilutive.

net loss per share is computed using the weighted average number of common and dilutive potential common shares outstanding during

The following securities are excluded from the calculation of weighted average dilutive common shares because their

inclusion would have been anti-dilutive:

the years ended December 31, 2020 and 2019.

The following securities are excluded from the calculation of weighted average dilutive

common shares because their inclusion would have been anti-dilutive:

the Years Ended December 31,

to purchase Common Stock

Stock Options

Restricted Stock Units

Warrants to purchase Common Stock

to purchase Series C Preferred stock

Pre-funded Warrants to purchase Common

Warrants to purchase Series C Preferred

Series D Convertible

Preferred Stock

potentially dilutive shares

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2 - Significant Accounting Policies, continued

Issued Accounting Pronouncements

Issued Accounting Pronouncements Adopted

an emerging growth company (“EGC”), Akers had elected to adopt recently issued accounting pronouncements based on

effective dates applicable to other than public business entities.

The Company lost its EGC status on December 31, 2019 as it

was the last day of the fiscal year following the fifth anniversary of the effective date of its registration statement on January

Accordingly, effective January 1, 2020, Akers will adopt recently issued accounting pronouncements on dates applicable

to public companies.

May 2014 and April 2016, the FASB issued ASU No.

2014-09 and ASU No.

2016-10, Revenue from Contracts with Customers (Topic 606).

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services

to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods

In August 2015, FASB issued ASU 2015-14 which deferred the effective date of Update 2014-09 to annual reporting periods

beginning after December 15, 2018 for entities other than public business entities, and to annual reporting periods beginning

after December 15, 2017, including interim reporting periods within that reporting period for public business entities.

Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the consolidated

financial statements.

Accordingly, the new revenue standard was applied prospectively in our consolidated financial statements

from January 1, 2019 forward and reported financial information for historical comparable periods will not be revised and will

continue to be reported under the accounting standards in effect during those historical periods.

Company determined that its methods of recognizing revenues were not impacted by the new guidance.

June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based

Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services

from nonemployees.

The guidance is effective for public business entities, certain not-for-profit entities, and certain employee

benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

For all other

entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years

beginning after December 15, 2020.

Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606.

The Company early adopted ASC 2018-07 effective January 1, 2019.

There was no material impact on the Company’s consolidated

financial statements upon this adoption.

July 2018, the FASB issued ASU No.

2018-09, Codification Improvements, to makes changes to a variety of topics to clarify, correct

errors in, or make minor improvements to the Accounting Standards Codification.

Certain items of the amendments in ASU 2018-09

will be effective for the Company in annual periods beginning after December 15, 2018.

The adoption of ASU 2018-09 did not have

a material impact on the Company’s consolidated financial statements.

accordance with FASB ASC 205, results of operations of a component of an entity that has either been disposed of or is held for

sale is to be reported as discontinued operations in the consolidated financial statements if the disposition or sale represents

a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.

See Note 6 herein.

BIOSCIENCES, INC.

2 unchanged sentences

2 - Significant Accounting Policies, continued

Issued Accounting Pronouncements, continued

Issued Accounting Pronouncements Not Adopted

Issued Accounting Pronouncements

Issued Accounting Pronouncements Adopted

February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize

6 unchanged sentences

with classification affecting the pattern of expense recognition in the income statement.

ASU 2016-02 is effective for annual

reporting periods beginning after December 15, 2019, including interim periods within that reporting period, and requires a modified

retrospective adoption, with early adoption permitted.

The Company is currently evaluating the effect this guidance will have

on its consolidated financial statements and related disclosure, and anticipates the guidance to result in increases in its assets

and liabilities as its operating lease commitment will be subject to the new standard and recognized as right-of-use assets and

lease liabilities.

The Company has adopted ASU-2016-02,

effective January 1, 2020.

Issued Accounting Pronouncements Not Adopted

June 2016, the FASB issued ASU No.

9 unchanged sentences

consolidated financial statements upon the adoption of this ASU.

July 2017, the FASB issued ASU No.

2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480),

Derivatives and Hedging (Topic 815):

(I) Accounting for Certain Financial Instruments with Down Round Features, (II) Replacement

of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily

Redeemable Noncontrolling Interests with a Scope Exception.

The amendments in Part I change the classification analysis of

certain equity-linked financial instruments (or embedded features) with down round features.

When determining whether certain

financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity

classification when assessing whether the instrument is indexed to an entity’s own stock.

The amendments also clarify existing

disclosure requirements for equity-classified instruments.

The amendments in Part II recharacterize the indefinite deferral of

certain Topic 480, Distinguishing Liabilities from Equity, provisions that now are presented as pending content in the Codification

to a scope exception.

Those amendments do not have an accounting effect.

The amendments in Part I are effective for fiscal years,

and interim periods within those fiscal years, beginning after December 15, 2019.

Early adoption in permitted.

As of January 1,

2020, the Company adopted the amendments in Part I which has no impact on the Company’s financial statements

August 2020, the FASB issued ASU No.

2020-06, Debt –

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging –

Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts

in an Entity’s Own Equity.

The amendments in this Update affect entities that issue convertible instruments and/or contracts

in an entity’s own equity.

For convertible instruments, the instruments primarily affected are those issued with beneficial

conversion features or cash conversion features because the accounting models for those specific features are removed.

all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this Update.

For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features

that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives

scope exception related to certain requirements of the settlement assessment.

The settlement assessment was simplified by removing

the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral

is required to be posted, and (3) to assess shareholder rights.

Those amendments also affect the assessment of whether an embedded

conversion feature in a convertible instrument qualifies for the derivatives scope exception.

Additionally, the amendments in

this Update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange

Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years

beginning after December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments

are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption

is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal

An entity should adopt the guidance as of the beginning of its annual fiscal year.

Entities are allowed to adopt the guidance

through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company expects

to adopt this standard as of January 1, 2021 and does not anticipate the adoption to have a material impact on its financial statements.

Reclassifications

Certain reclassifications were

made to the reported amounts in these consolidated financial statements as of December 31, 2018 to conform to the presentation

as of December 31, 2019.

reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2019 to conform

to the presentation as of December 31, 2020.

BIOSCIENCES, INC.

2 unchanged sentences

Recent Developments, Liquidity and Management’s Plans

December 19, 2018, the Company announced its intent to delist from the AIM Market of the London Stock Exchange.

The Company believed

that due to the relatively low liquidity in the Company’s common stock, remaining listed on the AIM Market did not merit

the ongoing costs and regulatory complexities associated with maintaining the AIM listing.

On March 5, 2019, the Company held

a special meeting of shareholders who then voted in favor of the Company delisting from the AIM Market.

The delisting took effect

on March 29, 2019.

November 7, 2018, the Company announced that its board of directors had initiated a process to evaluate strategic alternatives

to maximize shareholder value.

This process will consider a range of potential strategic alternatives including, but not limited

to, business combinations, while simultaneously supporting the Company’s management and employees in the execution of the

Company’s current business activities.

Such alternatives shall also be to consider initiatives that include making strategic

hires of consultants or personnel who would be instrumental to developing new business opportunities.

On November 19, 2018, the

Company further announced that in its evaluation of strategic alternatives it will consider a range of potential strategic alternatives

including, but not limited to, business combinations in sectors different than that currently engaged in, including cannabis and

hemp related industries.

March 23, 2020, the Company entered into a Membership Interest Purchase Agreement with the members of Cystron Biotech, LLC, pursuant to

which the Company will acquire 100% of the membership interests of Cystron Biotech, LLC.

See Note 15 for discussion of the acquisition

of Cystron Biotech, LLC.

Historically,

the Company has relied upon public offerings and private placements of common stock to raise operating capital.

19, 2020, the Company had cash and marketable securities of approximately $8.8 million (excluding restricted cash of

$115,094) and working capital of approximately $8.3 million, which the Company believes will be sufficient to fund its

operations and obligations through approximately March 2021.

Production and Sale of Rapid, Point-Of-Care Screening and Testing Products

previously disclosed, in light of the unfavorable factors persistent in our rapid, point-of-care screening and testing product

business and the progress the Company has made in its partnership with Premas, the Company conducted a strategic review of the

screening and testing products business.

Following such review, in early July 2020, the Company ceased the production and sale

of its rapid, point-of-care screening and testing products.

The Company will continue to provide support for these testing products

that remain in the market through their respective product expiration dates.

The Company had been experiencing declining sales

revenue and production backlogs for these products and, as it previously reported, had eliminated its sales force for such products.

The Company intends to devote its attention to its partnership with Premas for the development of its COVID-19 Vaccine Candidate

and transactions that the Company believes will increase shareholder value.

In connection with the ceasing production and sale

of its existing product line, on July 16, 2020, the Company decided to close the Thorofare Facility and exercised the early termination

option under the Thorofare Lease, which provided for a 150-day notice to terminate the lease.

Pursuant to the early termination

option, the Thorofare Lease which matured on December 13, 2020.

lease terminated on November 30, 2020, at the lessor’s request, and the property was handed over to the property manager

on November 30, 2020.

Company determined that the discontinuation of the production and distribution of the Company’s screening and testing products

constituted a strategic shift in the Company’s business and as a result the elimination of the product lines should be presented

as discontinued operations under FASB ASC 205-20 Presentation of Financial Statements, Discontinued Operations.

March 23, 2020, the Company acquired Cystron pursuant to that certain Membership Interest Purchase Agreement (the “MIPA”).

Cystron was incorporated on March 10, 2020.

Upon the Company’s purchase of Cystron, Cystron’s sole asset consisted

of an exclusive license with respect to Premas’

vaccine platform for the development of a vaccine against COVID-19 and other

coronavirus infections.

Since its formation and through the date of its acquisition by the Company, Cystron did not have any employees.

The acquisition of Cystron was accounted for as the purchase of an asset.

consideration for the Membership Interests (as defined in the MIPA), the Company delivered to the members of Cystron (the “Sellers”):

(1) that number of newly issued shares of its common stock equal to 19.9% of the issued and outstanding shares of its common stock

and pre-funded warrants as of the date of the MIPA, but, to the extent that the issuance of its common stock would have resulted

in any Seller owning in excess of 4.9% of the Company’s outstanding common stock, then, at such Seller’s election,

such Seller received “common stock equivalent”

preferred shares with a customary 4.9% blocker (with such common stock

and preferred stock collectively referred to as “Common Stock Consideration”), and (2) $1,000,000 in cash.

24, 2020 the Company paid $1,000,000 to the Sellers and delivered 411,403 shares of common stock and 211,353 shares of Series

D Convertible Preferred Stock with a customary 4.9% blocker, with an aggregate fair market value of $1,233,057, totaling

$2,233,057 (“March Transaction”).

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Additionally,

the Company shall (A) make an initial payment to the Sellers of up to $1,000,000 upon its receipt of cumulative gross proceeds

from the consummation of an initial equity offering after the date of the MIPA of $8,000,000, and (B) pay to Sellers an amount

in cash equal to 10% of the gross proceeds in excess of $8,000,000 raised from future equity offerings after the date of the MIPA

until the Sellers have received an aggregate additional cash consideration equal to $10,000,000 (collectively, the “Equity

Offering Payments”).

Upon the achievement of certain milestones, including the completion of a Phase 2 study for a COVID-19

Vaccine Candidate that meets its primary endpoints, Sellers will be entitled to receive an additional 750,000 shares of the Company’s

common stock or, in the event the Company is unable to obtain stockholder approval for the issuance of such shares, 750,000 shares

of non-voting preferred stock that are valued following the achievement of such milestones and shall bear a 10% annual dividend

(the “Milestone Shares”).

Pursuant to the MIPA, the Company shall

make contingent payments for the achievement of certain development and commercial milestones as follows;

(i) $250,000 upon the

dosing of the first patient in a Phase I Clinical Trial, (ii) $500,000 upon the dosing of the first patient in a Phase II Clinical

Trial, (iii) $5,000,000 upon the dosing of the first patient in a Phase III Clinical Trial, and (iv) $15,000,000 upon approval

by the FDA of the NDA for the COVID-19 vaccine.

to the MIPA, upon the Company’s consummation of the registered direct equity offering closed on April 8, 2020, the Company

paid the Sellers $250,000 on April 20, 2020 (the “April Payment”).

Upon consummation of the registered direct equity

offerings that closed on May 18, 2020 and August 13, 2020, the Company paid $892,500 (the “May Payment”)

and $684,790 (the “August Payment”), respectively, on September 25, 2020.

October 13, 2020, Premas, one of the former members of Cystron, returned $908,117 representing its portion of the initial cash

component for the purchase of Cystron (the “March Transaction”) and its portion of the April Payment, May Payment

and August Payment under the MIPA, as amended.

is working with the Reserve Bank of India to comply with regulations related to its ownership in a foreign entity and its ability

to receive funds for the sale of that entity.

The Company believes that (i) Premas will be successful in its efforts to resolve

such regulatory matters with the Reserve Bank of India, (ii) the Company will disburse the amounts due to Premas under the MIPA,

and (iii) the Company maintains a 100% membership in Cystron.

the Company’s consummation of the Private Placement (as defined below), the Company paid $1,204,525 of the proceeds from

the Private Placement to three of the four former members of Cystron on December 1, 2020 (the “November Payment”)

and recorded a liability of $602,172 to the fourth former member of Cystron pursuant to the MIPA.

of December 31, 2020, $1,510,290 is included in Trade and Other Payables for Premas’

portion of the initial cash component,

the April Payment, May Payment, August Payment and November Payment.

the year ended December 31, 2020, $5,867,046 is included in Research and Development Expense within the Consolidated

Statement of Comprehensive Loss for the March Payment, April Payment, May Payment, August Payment and November

Company shall also make quarterly royalty payments to Sellers equal to 5% of the net sales of a COVID-19 vaccine or combination

product by the Company for a period of five (5) years following the first commercial sale of the COVID-19 vaccine;

provided, that

such payment shall be reduced to 3% for any net sales of the COVID-19 vaccine above $500 million.

addition, Sellers shall be entitled to receive 12.5% of the transaction value, as defined in the MIPA, of any change of control

transaction, as defined in the MIPA, that occurs prior to the fifth (5th) anniversary of the closing date of the MIPA, provided

that the Company is still developing the COVID-19 Vaccine Candidate at that time.

Following the consummation of any change of

control transaction, the Sellers shall not be entitled to any royalty payments as described above under the MIPA.

is a party to a License and Development Agreement (the “Initial License Agreement”) with Premas.

As a condition to

the Company’s entry into the MIPA, Cystron amended and restated the Initial License Agreement on March 19, 2020 (as amended

and restated, the “License Agreement”).

Pursuant to the License Agreement, Premas granted Cystron, amongst other things,

an exclusive license with respect to Premas’

vaccine platform for the development of a vaccine against COVID-19 and other

coronavirus infections.

the achievement of certain developmental milestones by Cystron, Cystron shall pay to Premas a total of up to $2,000,000.

16, 2020, the Company paid Premas $500,000 for the achievement of the first two development milestones.

On May 18, 2020, the Company

paid Premas $500,000 for the achievement of the third development milestone.

On July 7, 2020, the Company and Premas agreed that

the fourth milestone under the License Agreement had been satisfied.

Due to the achievement of this milestone on July 7, 2020,

Premas was paid $1,000,000 on August 4, 2020.

Accordingly, for the year ended December 31, 2020, Research and Development

Expenses of $2,000,000 were recorded in the Consolidated Statement of Comprehensive Loss.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Medical Panel

April 10, 2020, the Company established the Cystron Medical Panel and appointed its first member to the panel.

Each member shall

be compensated with an initial grant of the Company’s common stock with an aggregate fair market value of $25,000 and a

monthly cash stipend in the initial amount of $2,500.

During the year ended December 31, 2020, the Company recorded $31,573 as

a charge to research and development expense within the Consolidated Statements of Comprehensive Loss.

The Cystron Medical

Panel was disbanded effective January 31, 2021.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

and Plan of Merger and Reorganization

November 11, 2020, the Company, XYZ Merger Sub Inc., a Florida corporation and a wholly-owned subsidiary of the Company (“

Sub ”), and MYMD Pharmaceuticals, Inc., a privately-held Florida corporation (“

MYMD ”), entered into

an Agreement and Plan of Merger and Reorganization (the “

Merger Agreement ”), pursuant to which, among other

things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with

and into MYMD, with MYMD being the surviving corporation and becoming a wholly-owned subsidiary of the Company (the “

Merger ”).

The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section

368(a) of the Internal Revenue Code of 1986, as amended.

In addition, in connection with the execution of the Merger Agreement,

Akers agreed to advance a bridge loan of up to $3,000,000 to MYMD pursuant to a Secured Promissory Note.

to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “

Effective Time ”),

(i) each outstanding share of common stock of MYMD (“

MYMD common stock ”), will be converted into the right

to receive the number of shares of the common stock of Akers (the “

Akers common stock ”) equal to the exchange

ratio described below;

and (ii) each outstanding stock option of MYMD (collectively, “

MYMD options ”) that has

not previously been exercised prior to the Effective Time, whether or not vested, will be assumed by the Company subject to certain

terms contained in the Merger Agreement (including, but not limited to, the amendment of such stock option to extend the term

of such stock option for a period expiring on the second-year anniversary of the Effective Time).

In connection with the Merger,

each holder of options is required to enter into a Lock-Up Agreement/Leak-Out Agreement with respect to the shares of Akers common

stock issued upon the exercise of such option.

Also, not later than 30 days after the second-year anniversary of the Effective

Date, the Company will pay stockholders of MYMD on a pro rata basis an amount in cash equal to the aggregate cash proceeds received

by Akers from the exercise of any MYMD options assumed by the Company prior to the second-year anniversary of the Effective Time;

provided, however, the amount of such payment will not exceed the maximum amount of cash consideration that may be received by

stockholders of MYMD without affecting the intended tax consequences of the Merger.

Additionally,

under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration to MYMD stockholders in the form

of milestone payments payable in shares of Akers common stock (collectively, the “

Milestone Payments ”).

Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events

set forth opposite such dollar amount during the 36-month period immediately following the Effective Date (the “

Period ”) as follows:

capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period

is equal to or greater than $500 million (the “

First Milestone Event ”).

every $250 million incremental increase in market capitalization of Akers after the First Milestone Event to the extent such

incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone

Period, up to a $1 billion market capitalization of Akers.

million per each incremental increase (it being understood, however, that, if such incremental increase results in market

capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without

duplication of any amount payable in respect of a Second Milestone Event).

Capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than

$1 billion (the “

Second Milestone Event ”).

every $1 billion incremental increase in market capitalization of Akers after the Second Milestone Event to the extent such

incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone

million per each incremental increase.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

milestone payment will be payable in shares of common stock of Akers (the “Milestone Shares”), with the number of

Milestone Shares to be issued determined by dividing the applicable Milestone Payment amount by the volume-weighted average price

of a share of Akers’

common stock during the 10 trading days immediately preceding the achievement of the milestone event;

provided, however, that in no event shall the price of a share of Akers common stock used to determine the number of Milestone

Shares to be issued be deemed to be less than $5.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits,

and the like occurring after the closing date).

Notwithstanding

the above, the number of Milestone Shares payable by Akers shall not exceed the number of shares of Akers common stock to be issued

to MyMD stockholders at the Effective Time in connection with the Merger (as described in the following paragraph).

the exchange ratio formula in the Merger Agreement, and immediately upon the closing of the Merger, the former MYMD securityholders

are expected to own approximately 80% of the aggregate number of shares of Akers common stock issued and outstanding immediately

following the consummation of the Merger (the “

Post-Closing Shares ”), and the stockholders of the Company as

of immediately prior to the Merger are expected to own approximately 20% of the aggregate number of Post-Closing Shares.

prior to the Effective Time, the name of the Company will be changed from “Akers Biosciences, Inc.”

to “MyMD

Pharmaceuticals, Inc.”

At the Effective Time, the Merger Agreement contemplates that the board of directors of the Company

will consist of seven directors, with (i) Akers having the right to designate up to four members and (ii) MYMD having the right

to designate up to three members.

The officers of the Company immediately after the Effective Time will be elected by the board

of directors of Akers.

Merger Agreement contains customary representations, warranties and covenants made by the Company and MYMD, including covenants

relating to obtaining the requisite approvals of the stockholders of the Company and MYMD, indemnification of directors and officers,

and the Company’s and MYMD’s conduct of their respective businesses between the date of signing the Merger Agreement

and the closing of the Merger.

Consummation of the Merger is subject to certain closing conditions, including, among other things,

approval by the stockholders of Akers and MYMD.

Merger Agreement contains certain termination rights for both the Company and MYMD, including, among other things, (a) Akers may,

upon written notice, extend the originally scheduled End Date (defined in the Merger Agreement as April 15, 2021) to May 15, 2021

Extended Date ”) so long as (i) Akers and Merger Sub are not then in material breach of any provision

of the Merger Agreement and (ii) within three calendar days of the written request by MYMD, Akers makes an additional loan to

MYMD of up to $600,000, which will have the same terms and conditions of the Note (as defined below and such additional note “

Note ”) and (b) Akers may, upon written notice, extend the Extended Date to June 30, 2021, so long as (i) Akers and Merger

Sub are not then in material breach of any provision of the Merger Agreement, (ii) on the effective date of such extension, the

loan amount evidenced by the Note and the Second Note may, at the sole option of MYMD upon written notice to Akers, be converted

into shares of MYMD common stock at a conversion price of $2.00 per share, subject to certain adjustments and (iii) Akers will,

at MYMD’s request, either (at the option of MYMD);

(A) subscribe for 300,000 shares of MYMD common stock at a subscription

price of $2.00 per share, subject to certain adjustments as set forth in the Merger Agreement, or (B) make an additional loan

to MYMD of up to $600,000, which will have the same terms and conditions of the Note (the “

Third Note ,”

all amounts outstanding under the Note, the Second Note and the Third Note, the “

Loan Amount ”).

if Akers terminates the Merger Agreement under certain circumstances specified therein, the Loan Amount, if any, at the sole discretion

of MYMD, will be convertible into shares of common stock of MYMD at a conversion price of $2.00 per share upon delivery of written

notice by MYMD to Akers within 30 calendar days after the effective date of termination of the Merger Agreement.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Merger Agreement also contemplates that the Company will seek approval from its stockholders to effect a reverse stock split,

if applicable, at a reverse stock split ratio mutually agreed to by the Company and MYMD and within the range approved by the

Company’s stockholders immediately prior to the Effective Time, which range shall be sufficient to cause the price of Akers

common stock on the Nasdaq Capital Market following such reverse stock split and the Effective Time to be no less than $5.00 per

In addition, under the Merger Agreement, Akers may, in its discretion, consummate a spin-off of all or a part of its pre-closing

assets and liabilities (the “

Spin-Off ”).

connection with the Merger, the Company will seek the approval of its stockholders of (a) the transactions contemplated in the

Merger Agreement, including the issuance of Akers common stock pursuant to the Merger and (b) the amendment of its certificate

of incorporation, including for purposes of (i) effectuating a reverse split of Akers common stock at a ratio to be determined

by a split ratio to be mutually agreed to by Akers and MYMD within the range approved by the Company’s stockholders immediately

prior to the Effective Time and on certain terms as specifically described herein, (ii) change Akers’

name to “MyMD

Pharmaceuticals, Inc.,”

and (c) to the extent necessary, the Spin-Off.

accordance with the terms of the Merger Agreement, (i) the officers and directors of Akers have each entered into a voting agreement

with MYMD (the “

Akers Voting Agreements ”), and (ii) the officers, directors and certain affiliated stockholders

of MYMD have each entered into a voting agreement with Akers (the “

MYMD Voting Agreements ,”

together with the

Akers Voting Agreements, the “

Voting Agreements ”).

The Voting Agreements place certain restrictions on the

transfer of the shares of Akers and MYMD held by the respective signatories thereto and include covenants as to the voting of

such shares in favor of approving the transactions contemplated by the Merger Agreement and against any actions that could adversely

affect the consummation of the Merger.

with the execution of the Merger Agreement or prior to the closing, the officers and directors of Akers, and the officers,

directors and certain stockholders of MYMD, each entered into lock-up/leak-out agreements (the “

Lock-Up/Leak-Out Agreements ”)

pursuant to which they have agreed, among other things, not to sell or dispose of (subject to certain exceptions specified therein)

any shares of Akers common stock which are or will be beneficially owned by them at the Effective Time or which are acquired thereafter,

with such shares being released from such restrictions 180 days after the Effective Time.

After the expiration of such initial

180-day period, such stockholders will be subject to a 180-day leak-out period during which they may not sell shares in excess

of the amount permitted by the Rule 144 volume limitations (even if such stockholder is not currently subject to such provisions

of Rule 144), which leak- out period shall be extended for an additional 180 days for any shares of Akers common stock issued

upon the exercise of existing options or warrants.

Promissory Note

set forth above, in connection with the execution of the Merger Agreement, Akers will advance a bridge loan to MYMD in an amount

of up to $3,000,000 pursuant to a Secured Promissory Note (the “

Note ”).

Advances under the Note will be made

in accordance with MYMD’s cash needs pursuant to a pre-agreed operating budget for MYMD.

The Note accrues interest on the

outstanding principal amount at the rate of 5% per annum and matures on the earliest of (i) April 15, 2022, (ii) upon demand of

Akers in the event the Merger is consummated, or (iii) the date on which MYMD’s obligations under the Note are accelerated

in accordance with the terms of the Note.

As set forth above, in the event the Merger Agreement is terminated by MYMD upon a change

in Akers’

board of directors’

recommendations to the Akers stockholders in connection with the Merger Agreement and

certain other circumstances specified in the Merger Agreement, the principal amount of the Note, and all accrued and unpaid interest

thereon, shall be converted into shares of MYMD common stock at a conversion price of $2.00 per share.

MYMD may prepay the Note

in whole or in part at any time or from time to time at its sole discretion.

Under the terms of the Note, if, at any time after

the termination or expiration of the Merger Agreement, MYMD (i) incurs any debt other than Permitted Debt (as defined in the Note),

(ii) issues any equity interests, or (iii) consummates any Asset Sale or Recovery Event (each as defined in the Note) then, in

each case, no later than two business days after MYMD receives the net cash proceeds of such incurrence, issuance or other action,

then MYMD shall be required to prepay an amount under the Note equal to the net cash proceeds received, up to the total amount

of the advances made under the Note at such time, including all accrued and unpaid interest thereon, of the Note.

and performance of all obligations under the Note are secured by a first priority security interest in all of MYMD’s right,

title and interest in and to its assets as collateral.

As of December 31, 2020, the Company had

advanced MYMD $1,200,000 under the Note, which is classified as Other Receivables on the Consolidated Balance Sheets.

advanced two additional draws of $600,000, or $1,200,000 cumulatively, on January 21, 2021 and February 25, 2021 to MYMD under

this secured promissory note (see Note 2(i)).

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Purchase Agreement

with the Merger Agreement, on November 11, 2020, the Company entered into a Securities Purchase Agreement (the “

Placement SPA ”) with certain institutional and accredited investors (the “

SPA Purchasers ”),

pursuant to which the Company agreed to issue and sell to the SPA Purchasers in a private placement (the “

Placement ”) (i) an aggregate of 9,765,933 shares of Akers common stock, at an offering price of $1.85 per share or,

at the election of each investor, pre-funded warrants (“

Pre-Funded Warrants ”), and (ii) for each share of Akers

common stock (or for each Pre-Funded Warrant, as applicable) purchased in the Private Placement, a common warrant (the “

Warrants ”

and, together with the Pre-Funded Warrants, the “

Warrants ”) to purchase one share

of Akers common stock, for gross proceeds of approximately $18.1 million before the deduction of placement agent fees and expenses

and estimated offering expenses.

In addition, the Company also issued the Placement Agent a warrant to purchase up to 390,368

shares of its common stock at an exercise price of $1.85 (the “

Placement Agent Warrant ”).

The Placement Agent

Warrant will be exercisable at any time and from time to time in whole or in part for a term of five and a half years.

Private Placement closed on November 17, 2020, and the Company issued an aggregate of 8,725,393 shares of the Company’s

common stock, Pre-Funded Warrants to purchase 1,040,540 shares of its common stock, and Investor Warrant to purchase 9,765,933

shares of its common stock.

In February 2021, an investor exchanged 932,432 shares of common stock purchased in the Private Placement

into Pre-Funded Warrants to purchase 932,432 shares of common stock.

the Private Placement SPA, the Company agreed not to (i) issue, enter into any agreement to issue or announce the issuance

or proposed issuance of, any shares of the Company’s common stock or any securities convertible into or exercisable or exchangeable

for shares of the Company’s common stock at an effective price less than the exercise price of the Investor Warrants or

(ii) file any registration statement or any amendment or supplement thereto, other than as contemplated under the Private Placement

SPA, for a period of 90 days following the later of (x) the date the Registration Statement (as defined below) is declared

effective by the SEC and (y) the record date for the Company’s stockholder meeting called to approve the Merger.

the Company agreed not to effect or enter into an agreement to effect any issuance of the Company’s common stock or common

stock equivalents involving a variable rate transaction (as defined in the Private Placement SPA) from the date of the

Private Placement SPA until such time as no SPA Purchaser holds any of the Investor Warrants, subject to certain

exceptions (including the issuance of any of the Company’s common stock pursuant to the Merger Agreement).

Private Placement SPA provides that (i) within 10 days following the date that the Company first files a proxy statement

with the SEC in connection with the Merger (including by means of a registration statement on Form S-4), the Company shall file

a registration statement (the “

Registration Statement ”) under the Securities Act of 1933, as amended (the “

Act ”) for the resale of all of the Shares and the shares of the Company’s common stock issuable upon exercise

of the Warrants (the “

Warrant Shares ”) by the Purchasers and (ii) the Company shall use commercially reasonable

efforts to cause such Registration Statement to be declared effective within 60 days of the filing thereof (or 90 days in the

event of a full review);

provided, however, that the Company shall not be required to register any Shares or Warrant Shares that

are eligible for resale pursuant to Rule 144 under the Securities Act (assuming cashless exercise of the Warrants).

Company currently intends to use the proceeds from the Private Placement in order to satisfy the closing conditions set forth

in the Merger Agreement that requires the Company to have a minimum parent net cash amount equal to $25 million, less certain amounts advanced to MyMD, which

shall also include any amounts to be used to payoff The Starwood Trust to repay in full the Starwood Line of Credit at the

closing of the Merger, and for general working capital purposes.

In addition, the Company paid $1,204,525 of the proceeds

from the Private Placement to three of the former members of Cystron and recorded a liability of $602,172 to the fourth

former member of Cystron pursuant to the MIPA.

In addition, the Company paid a cash fee of $501,500 and issued warrants to

purchase an aggregate of 255,135 shares of common stock to the designees of H.C.

Wainwright & Co., LLC

HCW ”), pursuant to a side letter by and between the Company and HCW, dated November 23, 2020, regarding

certain tail fees provided in two engagement letters (one dated October 18, 2019 and the other dated April 7, 2020) entered

into in connection with prior offerings by and between Akers and HCW.

Such warrants issued were in the same form as the

Investor Warrants except that the HCW warrants have an exercise price of $2.3125 per share.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Investor Warrants

Investor Warrant issued in the Private Placement has an initial exercise price equal to $2.06 per share of common stock.

Warrants are immediately exercisable and will terminate five and a half years following issuance.

The exercise price and number

of shares of Akers common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock

splits, reorganizations or similar events affecting Akers common stock and the exercise price.

at any time following the six-month anniversary of November 17, 2020, there is no effective registration statement registering,

or the prospectus contained therein is not available for the issuance of the shares underlying the Investor Warrants (the “

Warrant Shares ”) to the holder, then the Investor Warrants may also be exercised, in whole or in part, at such time

by means of a “cashless exercise”

in which the holder shall be entitled to receive a number of Investor Warrant Shares

according to a formula set forth in the Investor Warrants.

holder (together with its affiliates) may not exercise any portion of the Investor Warrant to the extent that the holder would

own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Akers common stock

immediately after exercise;

provided, however that upon notice to Akers, the holder may increase or decrease the beneficial ownership

limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the beneficial

ownership limitation will not be effective until 61 days following notice of such increase from the holder to Akers.

the event of a fundamental transaction, as described in the Investor Warrants and generally including any reorganization, recapitalization

or reclassification of Akers common stock, the sale, transfer or disposition of all or substantially all of Akers’

or assets, Akers’

consolidation or merger with or into another person, the acquisition of more than 50% of Akers outstanding

common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by Akers’

common stock, the holders of the Investor Warrants will be entitled to receive upon exercise of such warrants the kind and amount

of securities, cash or other property that the holders would have received had they exercised the Investor Warrants immediately

prior to such fundamental transaction.

The Merger shall not be deemed a fundamental transaction as defined in the Investor Warrants.

Pre-Funded Warrants

the request of an investor, in lieu of Akers common stock, certain investors received Pre-Funded Warrants.

The Pre-Funded Warrants

are exercisable at any time immediately upon issuance and until such warrant is exercised in full.

The exercise price of the Pre-Funded

Warrants is $0.001 per share of Akers common stock, and, in lieu of making the cash payment otherwise contemplated to be made

to Akers upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise

(either in whole or in part) the net number of shares of Akers common stock determined according to a formula set forth in the

Pre-Funded Warrants.

holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would

own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Akers common stock

immediately after exercise;

provided, however, that upon notice to the Company, the holder may increase or decrease the beneficial

ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the

beneficial ownership limitation will not be effective until 61 days following notice of such increase from the holder to the Company.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

and Support Agreement

November 11, 2020, the Company entered into a Lock-Up and Support Agreement (the “

Support Agreement ”) with

substantially all of the SPA Purchasers, pursuant to which, from the date of the Support Agreement until May 31, 2021, such SPA

Purchasers agreed to vote their respective 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 shareholders’

Pursuant to the Support Agreement, such SPA

Purchasers also agreed to, until the earlier of (a) the termination of the Merger Agreement or (b) the date that the SPA Purchasers

vote their respective shares of Akers common stock in support of the Merger and all matters related to the Merger, will not, directly

or indirectly, without the Company’s prior written consent, transfer, assign, or dispose of their rights to vote the shares

of Akers common stock issued in the private placement or otherwise take any act that could restrict or otherwise affect their

legal power, authority, or right to vote all of their shares of Akers common stock issued in the Private Placement in the manner

required by the Support Agreement.

Securities LLC Engagement Letter

October 31, 2020, the Company entered into an engagement letter (the “

Engagement Letter ”) with Katalyst Securities

LLC (the “

Placement Agent ”), pursuant to which the Placement Agent agreed to serve as the non-exclusive placement

agent for the Company, on a reasonable best efforts basis, in connection with the Private Placement.

The Company has agreed to

pay the Placement Agent an aggregate cash fee equal to 6.5% of the gross proceeds received in the Private Placement and reimburse

the Placement Agent’s expenses in the Private Placement up to $25,000.

In addition, the Company agreed to grant to Katalyst

the Placement Agent Warrant, which was issued upon closing of the Private Placement.

The Placement Agent Warrant is

exercisable at any time and from time to time, in whole or in part, following the date of issuance and for a term of five

As of December 31, 2020, the Company’s

cash and cash equivalents on hand were $18,617,955, and marketable securities were $16,718,452.

Historically, the Company has

incurred net losses and the Company incurred a net loss of $17,580,609 for the year ended December 31, 2020.

As of December 31,

2020, the Company had working capital of $34,579,466 and stockholder’s equity of $34,579,466 and an accumulated deficit

of $137,163,739.

During the year ended December 31, 2020, cash flows used in operating activities were $11,924,941, consisting

primarily of a net loss from operations of $12,152,214 and a net loss from discontinued operations of $5,428,395.

Since its inception,

the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements.

Development and

commercialization of the Company’s COVID-19 Vaccine Candidate will require the Company to raise significant additional funds

as the project proceeds through clinical trials, the attainment of the required regulatory approvals and the commercialization

of the vaccine.

The timing of these events is difficult to estimate and are unlikely to be fully completed within the next twelve-months.

The Company’s ability to obtain additional capital may depend on prevailing economic conditions and financial, business

and other factors beyond its control.

The COVID-19 pandemic has caused an unstable economic environment globally, and the ultimate

impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are

highly uncertain and cannot be predicted with confidence.

These include but are not limited to the duration of the COVID-19 pandemic,

new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective

actions that regulators, or the board or management of the Company, may determine are needed.

Disruptions in the global financial

markets may adversely impact the availability and cost of credit, as well as the Company’s ability to raise money in the

capital markets.

Current economic conditions have been and continue to be volatile.

Continued instability in these market conditions

may limit the Company’s ability to access the capital necessary to fund and grow its business.

The Company evaluated

the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s

current financial resources as of the date of the issuance of these consolidated financial statements, are sufficient to fund

its current operating budget and contractual obligations as of December 31, 2020 as they fall due within the next twelve-month

period, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated

liquidity needs for twelve months from the issuance of these consolidated financial statements.

are measured at the lower of cost or net realizable value.

4 unchanged sentences

appropriate share of production overhead based on normal operating capacity.

consist of the following:

Sub-Assemblies

for Obsolescence

the year ended December 31, 2019, incurred charges in the aggregate amount of $371,997 to reserve for the write down to fair value

of certain obsolete raw materials, sub-assemblies and finished goods inventory, which is included in cost of goods sold.

the year ended December 31, 2019, the Company disposed of and wrote-off against the reserve $1,268,987 of inventory, resulting

in a net decrease of $896,990 in the reserve for obsolescence as of December 31, 2019 as compared to the balance of the reserve

for inventory obsolescence as of December 31, 2018.

As the Company discontinued the production and

distribution of all of the Company’s diagnostic tests on July 7, 2020, all inventories amounting to $197,723 was fully impaired

and disposed of as of December 31, 2020.

BIOSCIENCES, INC.

1 unchanged sentence

to Consolidated Financial Statements

the year ended December 31, 2018, the Company reserved $279,031 of inventory, principally in connection with the removal of OxiChek

from the market, which is included in cost of goods sold and wrote-off, against the reserve, $187,399 of inventory, principally

the expired BreathScan Alcohol products, resulting in a net increase of $91,632 in the reserve for obsolescence as of December

31, 2018 compared to that as of December 31, 2017.

Property, Plant and Equipment

plant and equipment consists of the following:

expense totaled $34,056 and $63,378 for the years ended December 31, 2019 and 2018, respectively.

5 - Trade and Other Payables

and other payables consist of the following:

Accounts Payable –

Accrued Expenses

Deferred Compensation

Accounts Payable

Other (Note 3)

Note 11 for related party information.

BIOSCIENCES, INC.

1 unchanged sentence

to Consolidated Financial Statements

Discontinued Operations

Company conducted a strategic review of the screening and testing products business.

Following such review, in early July 2020,

the Company ceased the production and sale of its rapid, point-of-care screening and testing products.

The Company had been experiencing

declining sales revenue and production backlogs for these products and, as it previously reported, had eliminated its sales force

for such products.

assets and liabilities of the discontinued operations have been reflected in the Consolidated Balance Sheet as of December 31,

2020 and consist of the following:

Current Assets:

Current Liabilities:

and Other Payables of Discontinued Operations

Total Current Liabilities

Non-Current Liabilities

Total Liabilities

Shareholders’

Total Liabilities

and Shareholders’

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

results from the discontinued operations have been reflected in the Consolidated Statement of Comprehensive Loss for the year

ended December 31, 2020 and consist of the following:

Product Revenue

Research and Development Expenses

Administrative Expenses

Sales and Marketing Expenses

Regulatory and Compliance Expenses

Litigation Settlement Expenses

Amortization of Non-Current Assets

Impairment of Prepaid Royalties

Impairment of Production Equipment

Impairment of

Intangible Assets

assets as of December 31, 2019 and 2018 are as follows:

Loss from Discontinued

$ (5,428,395 )

& Customer Relationships

a result of the discontinued operations, the previously presented 2019 financial statements have been revised to present the consolidated

financial statements of the continuing operations separate from the discontinued operations.

The effects on the Consolidated Balance

Sheet as of December 31, 2019 were as follows:

As previously

Marketable Securities

Accounts Receivable,

Deposits and Other

Inventories, net

Prepaid Expenses

Assets –

discontinued operations

Current Assets

Prepaid Expenses,

net of current

Restricted Cash

Plant, Property

and Equipment, net

Intangible assets,

Assets –

discontinued operations

Non-Current Assets

Trade and Other

Liabilities –

discontinued operations

Current Liabilities

Commitments and Contingencies

SHAREHOLDERS’

Preferred Stock,

No par value, 50,000,000 total preferred shares authorized

Common stock, No par value, 100,000,000

shares authorized 1,738,837 issued and outstanding as of December 31, 2019

Accumulated Other

Comprehensive Income

(119,583,130 )

& Customer Relationships

Shareholders’

Liabilities and Shareholders’

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

effects on the Consolidated Statement of Comprehensive Loss for the year ended December 31, 2019 were as follows:

For the Year Ended

Previously Reported

Product Revenue

Research and Development Expenses

Administrative Expenses

Sales and Marketing Expenses

Compliance and Regulatory Expenses

Litigation Settlement Expenses

Amortization of Non-Current Assets

Impairment of

Intangible Assets

from Operations

Other (Income) Expense

Loss on Disposal

of Non-Current Assets

Foreign Currency

Transaction (Gain) Loss

Gain on Investments

and Dividend Income

Total Other Income

Loss from Continuing Operations

from Discontinued Operations

Loss Before Income Taxes

Income Tax Benefit

Other Comprehensive Income

Unrealized Gain on Marketable Securities

Total Other Comprehensive

Comprehensive

$ (3,844,450 )

on October 9, 2018, the Company pulled the OxiChek product line from the market.

This served as a triggering event for testing

whether or not our intangible assets were impaired.

The Company then performed a recoverability analysis and determined that as

of December 31, 2018, there was an impairment of $716,148.

Company performed an impairment analysis during 2019 and as a result, recorded an impairment charge of $32,980 during the year

ended December 31, 2019.

is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date

that they are available for use.

Amortization expense (not including impairment charges) was $40,008 and $171,108 for the years

ended December 31, 2019 and 2018, respectively.

following is an annual schedule of approximate future amortization of the Company’s intangible assets:

$ (3,844,450 )

BIOSCIENCES, INC.

1 unchanged sentence

to Consolidated Financial Statements

7 - Trade and Other Payables

and other payables consist of the following:

also Note 12 for related party information.

depreciation, amortization and significant operating noncash items of the discontinued operations were as follows:

the Year Ended

Depreciation and amortization

Impairment of Prepaid Royalties

Impairment of intangible assets

Impairment of production equipment

Inventory adjustment for net realizable

Reserve for obsolete inventory

Share based compensation

- shares issued to Chubeworkx

BIOSCIENCES, INC.

8 unchanged sentences

Plan provides for the issuance of up to 4,323 shares of the Company’s common stock.

As of December 31, 2019, grants

of restricted stock and options to purchase 2,853 shares of Common Stock have been issued pursuant to the 2013 Plan, and

1,470 shares of Common Stock remain available for issuance.

As of December 31, 2020, grants of restricted

stock and options to purchase 2,813 shares of Common Stock have been issued pursuant to the 2013 Plan, and 1,510 shares of Common

Stock remain available for issuance.

Stock Incentive Plan

6 unchanged sentences

December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”).

The 2018 Plan provides for the issuance of up to 78,125 shares of the Company’s common stock.

As of December 31, 2019, grants

of RSUs to purchase 15,603 shares of Common Stock have been issued pursuant to the 2018 Plan, and 62,522 shares of Common Stock

remain available for issuance.

On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares.

The 2018 Plan, as amended, provides for

the issuance of up to 1,120,125 shares of the Company’s common stock.

As of December 31, 2020, grants of RSUs to purchase

804,963 shares of Common Stock have been issued pursuant to the 2018 Plan, and 315,162 shares of Common Stock remain available

for issuance.

BIOSCIENCES, INC.

11 unchanged sentences

is lower than the exercise price, there is no intrinsic value to disclose.

of December 31, 2019, all the Company’s outstanding stock options were fully vested and exercisable.

Company had no outstanding stock options as of December 31, 2020.

the years ended December 31, 2020 and 2019, the Company incurred stock option expenses totaling $0 and $0, respectively.

6 unchanged sentences

Each RSU had a grant date fair value of $23.28 which shall be amortized on a straight-line basis

over the vesting period into administrative expenses within the Consolidated Statement of Operations and Comprehensive Loss.

RSUs were granted under the 2018 Plan, and vested on January 1, 2020.

Upon vesting, such RSUs shall be settled with the issuance

of common stock.

The Company stock underlying these RSUs was subject to a lock-up through March 3, 2020.

over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss.

Such RSUs were granted

under the 2018 Plan, and vested on January 1, 2020.

Upon vesting, such RSUs shall be settled with the issuance of common stock.

The Company stock underlying these RSUs are subject to a lock-up/leak-out agreement for a period of 180 days from the effective

date of the merger with MyMD (Note 3).

September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 789,360 Restricted Stock Units

to the Company’s four directors.

Each RSU had a grant date fair value of $2.24 which shall be amortized on a straight-line

basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss.

were granted under the 2018 Plan, as amended.

Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant

and the remaining fifty percent (50%) will vest on the second anniversary date;

provided that the RSUs shall vest immediately

upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company

and its affiliates on the closing date of such change of control, or (ii) the director’s termination of employment of service

by the Company was without cause.

of December 31, 2020, the unamortized value of the RSUs was $1,364,879.

A summary of activity related to the RSUs for the year

ended December 31, 2020 is as follows:

at December 31, 2019

2 unchanged sentences

as of December 31, 2020

the year ended December 31, 2019, the Company incurred RSU expense of $362,005.

the years ended December 31, 2020 and 2019, the Company incurred RSU expense of $404,589 and $362,005, respectively.

BIOSCIENCES, INC.

22 unchanged sentences

pre-funded warrants were vested on date of grant and are exercisable at any time.

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing stock

price of $1.99 for the Company’s common shares on December 31, 2020.

the year ended December 31, 2020, pre-funded warrants to purchase 795,000 shares of common stock were exercised at an exercise

price of $0.0001 per share, yielding net proceeds of $80.

Series ‘C’

Stock Warrants

table below summarizes the activity for the warrants issued in December 2019 in connection with a capital raise, for the purchase

of preferred series C shares, for the year ended December 31, 2019:

table below summarizes the warrant activity for the year ended December 31, 2020:

at December 31, 2019

4 unchanged sentences

stock price of $1.99 for the Company’s common shares on December 31, 2020.

All preferred series ‘C’

were vested on date of grant.

preferred series ‘C’

warrants were vested on date of grant.

the year ended December 31, 2020, 1,935,000 warrants to purchase 1,935,000 shares of the Company’s common stock were exercised

yielding net proceeds of $7,740,000.

BIOSCIENCES, INC.

4 unchanged sentences

shareholders approved an increase to 100,000,000 of the number of the authorized shares of Common Stock.

the years ended December 31, 2019 and 2018, pursuant to his October 2018 employment agreement, the Company issued 1,563 and 314

shares of Common Stock under the 2017 Plan to Mr.

Yeaton, with a fair value on the date of grant, of $27,367 and $16,702, respectively.

the year ended December 31, 2018, the Company issued 131 shares of Common Stock to a former executive officer of the Company.

These shares had a fair value of $11,000 on date of grant.

November 2, 2018, the Company entered into the Purchase Agreement pursuant to which the Company agreed to sell an aggregate of

30,070 shares of Common Stock and warrants to purchase approximately 28,937 shares of Common Stock (the “November 2018 Warrants”).

The combined purchase price for one share of Common Stock and each Warrant was priced at $69.12 (the “Offering”).

The Purchase Agreement contained customary representations, warranties, and covenants by the Company.

Through the Offering, which

closed on November 2, 2018, the Company raised proceeds of $1,950,000, net of offering costs of $50,000.

November 2018 Warrant has an initial exercise price of $90.24 per share, became exercisable immediately after the date of issuance

and expires on November 1, 2023.

Subject to limited exceptions, a holder of the November 2018 Warrants will not have the right

to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99%

of the number of shares of the Company’s Common Stock outstanding immediately after the exercise.

The exercise price of

the November 2018 Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the November Warrants,

will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events

affecting the Common Stock.

holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the Certificate of Designation

for each class of preferred shares or warrants, at meetings of the Company.

As of December 31, 2020, 50,000,000 shares of Preferred

Stock were authorized and four classes of Preferred Stock or Warrants are designated as described below.

A Convertible Preferred Stock

September 14, 2012, the Company designated 10,000,000 Series A Convertible Preferred Shares, $0.001 par value, with a stated value

The Series A Convertible Preferred Shares have the following rights:

Preferred stockholders have voting rights equal to the number of common shares stockholder would own upon conversion

of shares of preferred stock.

The holders of the Convertible Preferred Stock are entitled to receive preferential dividends at a rate of $0.00135 per

Such dividends compound annually and are fully cumulative and have priority to any dividends on common stock.

Preferences :

The holders of the Convertible Preferred Stock are entitled to receive liquidation preferences for payment

of any dividends due the holders.

After payment of the liquidation preferences, the remaining assets, if any, are to be distributed

to the holders of the Convertible Preferred Stock and common stock on a pro rata basis.

One share of the Convertible Preferred Stock is convertible into five shares of the Company’s common stock at the option

of the holder.

BIOSCIENCES, INC.

1 unchanged sentence

to Consolidated Financial Statements

Equity, continued

addition, the November 2018 Warrants provide that, in the event of a fundamental transaction (as such term is described in the

November 2018 Warrant), the holder of such November 2018 Warrant, at the holder’s option, may receive, for each warrant

share (as such term is described in the November 2018 Warrant) that would have been issuable upon such exercise immediately prior

to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation

or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental

transaction by a holder of the number of shares of Common Stock for which the November 2018 Warrant is exercisable immediately

prior to such fundamental transaction.

If holders of Common Stock are given any choice as to the securities, cash or property

to be received in a fundamental transaction, then the holder shall be given the same choice as to the alternate consideration

it receives upon any exercise of the November 2018 Warrant following such fundamental transaction.

The Company shall cause any

successor entity (as such term is described in the November 2018 Warrant), at the option of the holder, to deliver to the holder

in exchange for the November 2018 Warrant a security of the successor entity evidenced by a written instrument substantially similar

in form and substance to the November 2018 Warrant which is exercisable for a corresponding number of shares of capital stock

of such successor entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise

of the November 2018 Warrant (without regard to any limitations on the exercise of this November 2018 Warrant) prior to such fundamental

transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock.

Offering was made pursuant to a shelf registration statement on Form S-3 (File No.

333-214214), previously filed with the Securities

and Exchange Commission on October 24, 2016 and declared effective on November 16, 2016.

the year ended December 31, 2018, 1,755 shares of the Company’s Series B Preferred Stock, no par value, were converted into

60,943 shares of Common Stock.

the year ended December 31, 2018, warrant holders from the December 21, 2017 public offering exercised warrants for the purchase

of 199,055 shares of Common Stock with an exercise price of $34.58 per common share, raising net proceeds of $7,155,200.

C Convertible Preferred Stock

December 9, 2019, the Company designated 1,990,000 Series C Convertible Preferred Shares, no par value with a stated value of

The Series C Preferred Shares have the following rights.

Except as otherwise expressly provided or otherwise required by law, the

holders of shares of Series C Preferred Stock shall have no voting rights.

However, as long as any shares of Preferred Stock are

outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of

Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend

the Certificate of Designation, (b) increase the number of authorized shares of Preferred Stock, or (c) enter into any agreement

with respect to any of the foregoing.

with respect to any of the foregoing

Except for stock dividends or distributions for which adjustments are to be

made, holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on

an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when,

as and if such dividends are paid on shares of the Common Stock.

No other dividends shall be paid on shares of Series C Preferred

Preferences :

Upon any liquidation, dissolution or winding-up of Company, whether

voluntary or involuntary (a “

Liquidation ”), the Holders shall be entitled to participate on an

as-converted-to-Common Stock basis with holders of the Common Stock in any distribution of assets of the Company to the holders

of the Common Stock.

Each share of Series C Preferred Stock shall be convertible, at any time and from time to

time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock determined

by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion Price then in effect.

D Convertible Preferred Stock

March 24, 2020, the Company designated 211,353 Series D Convertible Preferred Shares, no par value with a stated value of $0.01

per share and filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock

(the “Certificate of Designation”) with the Secretary of State of the State of New Jersey.

Pursuant to the Certificate

of Designation, in the event of the Company’s liquidation or winding up of its affairs, the holders of its Series D Convertible

Preferred Stock (the “Preferred Stock”) will be entitled to receive the same amount that a holder of the Company’s

common stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion limitations

set forth in the Certificate of Designation) to common stock which amounts shall be paid pari passu with all holders of the Company’s

common stock.

Each share of Preferred Stock has a stated value equal to $0.01 (the “Stated Value”), subject to increase

as set forth in Section 7 of the Certificate of Designation.

holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares

of the Company’s common stock determined by dividing the Stated Value of the Preferred Stock being converted by the conversion

price of $0.01 per share.

holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common stock if,

as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares

of the Company’s common stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial

Ownership Limitation”).

However, any holder may increase or decrease such percentage to any other percentage not in excess

of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company.

to the Beneficial Ownership Limitation, on any matter presented to the Company’s stockholders for their action or consideration

at any meeting of the Company’s stockholders (or by written consent of stockholders in lieu of a meeting), each holder of

Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common

stock into which the shares of Preferred Stock beneficially owned by such holder are convertible as of the record date for determining

stockholders entitled to vote on or consent to such matter (taking into account all Preferred Stock beneficially owned by such

Except as otherwise required by law or by the other provisions of the Company’s certificate of incorporation, the

holders of Preferred Stock will vote together with the holders of the Company’s common stock and any other class or series

of stock entitled to vote thereon as a single class.

holder of Preferred Stock shall be entitled to receive dividends as and when paid to the holders of the Company’s common

stock on an as-converted basis.

BIOSCIENCES, INC.

1 unchanged sentence

to Consolidated Financial Statements

E Junior Participating Preferred Stock (Rights Agreement)

September 9, 2020 the Company designated 100,000 Series E Junior Participating Preferred Shares, no par value with a stated value

The Series E Junior Participating Preferred Shares have the following rights.

Company’s board of directors (the “Board”) declared a dividend of one preferred share purchase right (a “Right”)

for each of the Company’s issued and outstanding shares of common stock.

The dividend is payable to the stockholders of

record on September 21, 2020 (the “Record Date”).

Each Right entitles the registered holder, subject to the terms

of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s

Series E Junior Participating Preferred Stock, no par value with a stated value of $0.001 (the “Preferred Stock”)

at $15.00 (the “Purchase Price”), subject to certain adjustments.

The description and terms of the Rights are set

forth in the Rights Agreement dated as of September 9, 2020 (the “Rights Agreement”) between the Company and VStock

Transfer, LLC, as Rights Agent (the “Rights Agent”).

Rights will not be exercisable until the earlier to occur of (i) the tenth business day following a public announcement or filing

that a person has, or affiliates or associates of such person have, become an “Acquiring Person,”

which is defined

as a person, or affiliates or associates of such person, who, at any time after the date of the Rights Agreement, has acquired,

or obtained the right to acquire, Beneficial Ownership of 10% or more of the Company’s outstanding shares of common stock,

subject to certain exceptions, or (ii) the tenth business day (or such later date as may be determined by action of the Board

prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement

of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any

person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”).

Beneficial Ownership,

as defined in the Rights Agreement, includes certain interests in securities created by derivatives contracts, which are beneficially

owned, directly or indirectly, by a counterparty (or any of such counterparty’s affiliates or associates) under any derivatives

contract to which such person or any of such person’s affiliates or associates is a receiving party (as such terms are defined

in Rights Agreement), subject to certain limitations.

the Distribution Date, (i) the Rights will be evidenced by the common stock certificates (or, for uncertificated shares of common

stock, by the book-entry account that evidences record ownership of such shares) and will be transferred with, and only with,

such Common Stock, and (ii) new common stock certificates issued after the Record Date will contain a legend incorporating the

Rights Agreement by reference (for book entry common stock, this legend will be contained in the notations in book entry accounts).

Until the earlier of the Distribution Date and the Expiration Date (defined below), the transfer of any shares of common stock

outstanding on the Record Date will also constitute the transfer of the Rights associated with such shares of common stock.

soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to

each record holder of the common stock as of the close of business on Distribution Date separate rights certificates evidencing

the Rights (“Right Certificates”), and such Right Certificates alone will evidence the Rights.

The Company may choose

book entry in lieu of physical certificates, in which case, references to “Rights Certificates”

shall be deemed to

mean the uncertificated book entry representing the Rights.

Rights, which are not exercisable until the Distribution Date, expire upon the earliest to occur of (i) the close of business

on September 8, 2021;

(ii) the time at which the Rights are redeemed or exchanged pursuant to the Rights Agreement;

the time at which the Rights are terminated upon the closing of any merger or other acquisition transaction involving the Company

pursuant to a merger or other acquisition agreement that has been approved by the Board prior to any person becoming an Acquiring

Person (the earliest of (i), (ii), and (iii) is referred to as the “Expiration Date”).

share of Preferred Stock will be entitled to a preferential per share dividend rate equal to the greater of (i) $0.001 and (ii)

the sum of (1) 1,000 times the aggregate per share amount of all cash dividends, plus (2) 1,000 times the aggregate per share

amount (payable in kind) of all non-cash dividends or other distributions other than certain dividends or subdivisions of the

outstanding shares of common stock.

Each Preferred Stock will entitle the holder thereof to a number of votes equal to 1,000 on

all matters submitted to a vote of the stockholders of the Company.

In the event of any merger, consolidation or other transaction

in which shares of common stock are exchanged, each Preferred Stock will be entitled to receive 1,000 times the amount received

per one share of common stock.

Pursuant to the Rights Agreement, the preferential rates noted above may be adjusted in the event

that the Company (i) pays dividends in common stock, (ii) subdivides the outstanding common stock or (iii) combines outstanding

Common Stock into a smaller number of shares.

Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of

the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend, or a subdivision,

combination or reclassification of the Preferred Stock, (ii) if the holders of Preferred Stock are granted certain rights, options

or warrants to subscribe for the applicable Preferred Stock or securities convertible into the applicable Preferred Stock at less

than the current market price of the applicable Preferred Stock, or (iii) upon the distribution to holders of Preferred Stock

of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred

Stock) or subscription rights or warrants (other than those referred to in (ii) immediately above).

The number of outstanding

Rights and the number of one one-thousandths of a Preferred Stock issuable upon exercise of each Right are also subject to adjustment

in the event of a stock split, reverse stock split, stock dividends and other similar transactions.

some exceptions, no adjustment in the purchase price relating to a Right will be required until cumulative adjustments amount

to at least one percent (1%) of the purchase price relating to the Right.

No fractional shares of Preferred Stock are required

to be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu

of the issuance of fractional shares, the Company may make an adjustment in cash based on the market price of the Preferred Stock

on the trading date immediately prior to the date of exercise.

the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will

thereafter have the right to receive, upon exercise, common stock (or, in certain circumstances, other securities, cash or other

assets of the Company) having a value equal to two (2) times the exercise price of the Right.

Notwithstanding any of the foregoing,

following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified

in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void

and any holder of such Rights (including any purported transferee or subsequent holder) will be unable to exercise or transfer

any such Rights.

However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until the

Distribution Date.

the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired

in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power are sold,

proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise of a

Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its

parent) that at the time of such transaction have a market value of two (2) times the exercise price of the Right.

any time before any person or group of affiliated or associated persons becomes an Acquiring Person, the Board may redeem the

Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the “Redemption Price”).

The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole

discretion may establish.

Immediately upon the action of the Board electing to redeem or exchange the Rights, the right to exercise

the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

Board may, at its option, at any time after the first occurrence of a Flip-in Event (as defined in the Rights Agreement), exchange

all or part of the then outstanding and exercisable Rights for shares of common stock at an exchange ratio of one share of common

stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the

effective date.

However, the Board shall not effect such an exchange at any time after any person, together with all affiliates

and associates of such person, becomes a beneficial owner of 50% or more of the outstanding shares of common stock.

upon the action of the Board to exchange the Rights, the Rights will terminate and the only right of the holders of Rights will

be to receive the number of shares of Common equal to the number of Rights held by such holder multiplied by the exchange ratio.

a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including,

without limitation, the right to vote or to receive dividends.

Board may amend or supplement the Rights Agreement without the approval of any holders of Rights at any time so long as the Rights

are redeemable.

At any time the Rights are no longer redeemable, no such supplement or amendment may (i) adversely affect the

interests of the holders of Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person), (ii)

cause the Rights Agreement to become amendable other than in accordance with Section 27 of the Rights Agreement, or (iii) cause

the Rights again to become redeemable.

Company does not anticipate any material impact on the consolidated financial statements.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Equity, continued

35 unchanged sentences

in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock.

Underwriter’s Warrant has an initial exercise price of $5.00 per share, will be exercisable immediately after the date of

issuance and will expire five years from December 30, 2019, the date it became exercisable.

Subject to limited exceptions, a holder

of the Underwriter’s Warrants will not have the right to exercise any portion of such securities if the holder, together

with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding

immediately after the exercise.

The exercise price of the Underwriter’s Warrants, and in some cases the number of shares

of Common Stock issuable upon exercise of the Underwriter’s Warrants, will be subject to adjustment in the event of stock

splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock.

Underwriter’s Warrant has an initial exercise price of $5.00 per share, will be exercisable immediately after the

date of issuance and will expire five years from December 30, 2019, the date it became exercisable.

Subject to limited exceptions,

a holder of the Underwriter’s Warrants will not have the right to exercise any portion of such securities if the holder,

together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common

Stock outstanding immediately after the exercise.

The exercise price of the Underwriter’s Warrants, and in some cases the

number of shares of Common Stock issuable upon exercise of the Underwriter’s Warrants, will be subject to adjustment in

the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock.

BIOSCIENCES, INC.

2 unchanged sentences

Equity, continued

Transactions, continued

addition, the Warrants provide that, in the event of a fundamental transaction (as such term is described in the Warrant), the

14 unchanged sentences

Offering was made pursuant to a registration statement on Form S-1 (Files No.

333-234447 and 333-235359 previously

filed with the Securities and Exchange Commission on November 1, 2019 and declared effective on December 5, 2019.

Such securities

are being offered only by means of a prospectus.

the year ended December 31, 2019, Pre-Funded Warrant holders from the December 9, 2019 public offering exercised warrants for

the purchase of 581,500 shares of Common Stock, with an exercise price of $0.0001 per common share, raising net

proceeds of $58.

333-234447 and 333-235359 previously filed with

the Securities and Exchange Commission on November 1, 2019 and declared effective on December 5, 2019.

Such securities are being

offered only by means of a prospectus.

the year ended December 31, 2019, pursuant to his October 2018 employment agreement, the Company issued 1,563 shares of Common

Stock under the 2017 Plan to Mr.

Yeaton, with a fair value on the date of grant, of $27,367.

April 8, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors, the Company issued

and sold in a registered direct offering (the “April Offering”) an aggregate of 766,667 shares of common stock of

the Company at an offering price of $6.00 per share, for gross and net proceeds of $4,600,002 and $4,086,207, respectively.

connection with the April Offering, the Company issued to the placement agent or designees warrants to purchase up to 61,333 shares

of its common stock at an exercise price of $7.50 (the “April Placement Agent Warrants”) in a private placement.

April Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, following the date

of issuance and for a term of five years from the effective date of the April Offering.

May 18, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors, the Company issued

and sold in a registered direct offering (the “May Offering”) an aggregate of 1,366,856 shares of its common stock

at an offering price of $3.53 per share, for gross and net proceeds of $4,825,002 and $4,320,720, respectively.

BIOSCIENCES, INC.

1 unchanged sentence

to Consolidated Financial Statements

connection with the May Offering, the Company issued to the placement agent or designees warrants to purchase up to 109,348 shares

of its common stock at an exercise price of $4.4125 (the “May Placement Agent Warrants”) in a private placement.

May Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, following the date of

issuance and for a term of five years from the effective date of the May Offering.

August 13, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors,

dated August 11, 2020, the Company issued and sold in a registered direct offering (the “August Offering”) an aggregate

of 1,207,744 shares of its common stock at an offering price of $5.67 per share, for gross and net proceeds of $6,847,908 and

$6,158,034, respectively.

connection with the August Offering, the Company issued to the placement agent or designees warrants to purchase up to 96,620

shares of its common stock at an exercise price of $7.0875 (the “August Placement Agent Warrants”) in a private placement.

The August Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, following the

date of issuance and for a term of five years from the effective date of the August Offering.

November 17, 2020, pursuant to the Private Placement SPA, the Company issued and sold in the Private Placement an

aggregate of 8,725,393 shares of its common stock and 1,040,540 Pre-Funded Warrants at an offering price of $1.85 per share,

for gross and net proceeds of $18,066,976 and $16,362,786, respectively.

connection with the Private Placement, the Company issued Investor Warrants to purchase up to 9,765,933 shares of

common stock at an exercise price of $2.06.

The Investor Warrants are exercisable at any time and from time to time,

in whole or in part, following the date of issuance and for a term of five and one-half years from the effective date of the Private

connection with the Private Placement, the Company issued to the Placement Agent or designees the Placement Agent

Warrants to purchase up to 390,368 shares of its common stock at an exercise price of $1.85 in a private placement.

The Placement

Agent Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and

for a term of five and one-half years from the effective date of the Private Placement.

the year ended December 31, 2020, 138,361 shares of Series D Preferred Stock were converted to 138,361 common shares.

As of December

31, 2020, 72,992 shares of Series D Preferred Stock were issued and outstanding.

the year ended December 31, 2020, warrants to purchase an aggregate of 1,935,000 shares of Series C Convertible Preferred Stock

were exercised at an exercise price of $4.00 per share, yielding proceeds of $7,740,000 and immediately converted to 1,935,000

shares of common stock.

the year ended December 31, 2020, Pre-Funded Warrant holders from the December 9, 2019 public offering exercised warrants

for the purchase of 795,000 shares of Common Stock, with an exercise price of $0.0001 per common share, raising net proceeds of

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Company’s income tax (benefit)/provision is as follows:

Ended December 31,

in Valuation Allowance

Change in Valuation

Income Tax Benefit

reconciliation of income taxes using the statutory U.S.

2 unchanged sentences

Ended December 31,

Federal Income Tax Rate

Jersey State income taxes, net of U.S.

for prior year deferred tax assets

in Valuation Allowance

Statutory U.S.

Federal Income

New Jersey State

income taxes, net of U.S.

Federal tax effect

True-up for prior year deferred tax

Change in Valuation

of December 31, 2020 and 2019, the Company had Federal net operating loss carry forwards of approximately $100,615,000 and $79,678,000,

$80,500,000, expiring through the year ending December 31, 2039.

As of December 31, 2019 and 2018, the Company had New Jersey

state net operating loss carry forwards of approximately $28,855,000 and $29,700,000, expiring through the year ending

December 31, 2026.

expiring through the year ending December 31, 2037 for net operating losses originating in tax years beginning before January

Net operating losses recorded in tax years beginning January1, 2018 and after are allowed for an indefinite carryforward

period but limited to 80% of each subsequent year’s net income.

As of December 31, 2020 and 2019, the Company had New

Jersey state net operating loss carry forwards of approximately $7,548,000 and $28,855,000, expiring through the year ending December

The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited

2 unchanged sentences

on the ultimate realization of its carryforwards and future tax deductions.

Section 382 of the Code, use of our net operating loss carryforwards (“NOLs”) will be limited if we experience a cumulative

change in ownership of greater than 50% in a moving three-year period.

We will experience an ownership change as a result of the

Merger and therefore our ability to utilize our NOLs and certain credit carryforwards remaining at the Effective Time will be

The limitation will be determined by the fair market value of our common stock outstanding prior to the ownership change,

multiplied by the applicable federal rate.

It is expected that the Merger will impose a limitation on our NOLs.

principal components of the deferred tax assets and related valuation allowances as of December 31, 2020 and 2019 are as follows:

Ended December 31,

operating loss carry-forwards

and development tax credit

Reserves and other

Net operating loss carry-forwards

Research and development tax credit

Valuation Allowance

(22,117,000 )

5 unchanged sentences

valuation allowance for deferred tax assets as of December 31, 2020 and 2019 was $22,117,000 and $20,159,000.

in the total valuation for the years ended December 31, 2019 and 2018 were increases of $738,000 and $2,941,000, respectively.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion

or all of the deferred tax assets will not be realized.

The change in the

total valuation for the years ended December 31, 2020 and 2019 were increases of $1,958,000 and $738,000, respectively.

the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the

deferred tax assets will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

10 unchanged sentences

Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes

in the statement of operations.

As of January 1, 2019, the Company had no unrecognized tax benefits and no charge during 2019,

and accordingly, the Company did not recognize any interest or penalties during 2019 related to unrecognized tax benefits.

is no accrual for uncertain tax positions as of December 31, 2019.

in the Consolidated Statement of Comprehensive Loss.

As of January 1, 2020, the Company had no unrecognized tax

benefits and no charge during 2020, and accordingly, the Company did not recognize any interest or penalties during 2020

related to unrecognized tax benefits.

There is no accrual for uncertain tax positions as of December 31, 2020.

Company files U.S.

federal income tax returns and a state income tax returns.

and state income tax returns filed for

the tax years ending on December 31, 2016 and thereafter are subject to examination by the relevant taxing authorities.

federal income tax returns and state income tax returns.

and state income tax returns filed for the

tax years ending on December 31, 2017 and thereafter are subject to examination by the relevant taxing authorities.

Commitments and Contingencies

Company leases its facility in West Deptford, New Jersey under an operating lease (“Thorofare Lease”) which went into

effect during 2008 and was amended in January 2013.

On November 11, 2019, the Company entered into an extension of the Thorofare

Lease extending the term to December 31, 2021 and effective January 1, 2020, providing for an early termination option of the

lease with a 150 day notice period.

Rent expense for the Thorofare Lease, including related CAM charges for the years ended December

31, 2019 and 2018 totaled $164,233 and $164,996, respectively.

Company previously maintained an office lease in Ramsey, New Jersey and a warehouse lease in Pitman, New Jersey.

These two leases

ended during 2019.

expense during the years ended December 31, 2019 and 2018 was $54,761 and $66,225, respectively.

schedule of lease commitments is as follows:

December 4, 2019, the Company formed an advisory board (the “Advisory Board”) with expertise in the hemp and minor

2 unchanged sentences

extraction, testing, purification and formulation of safe cannabinoids within the hemp industry.

During December 2019, the

Company appointed two members to the Advisory Board.

Compensation over the term of service shall consist of an award of shares

of the Company’s stock with a value of $25,000 for each advisor.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Commitments and Contingencies, continued

and Settlements

August 17, 2016, pursuant to a Settlement Agreement (the “Settlement Agreement”) with ChubeWorkx Guernsey Limited

(“ChubeWorkx”), which settled all pending claims between the Company and ChubeWorkx.

Specifically, the Company and

ChubeWorkx agreed to voluntarily dismiss (i) the action in the United States Federal Court, District of New Jersey brought by

the Company against ChubeWorkx for outstanding amounts due to the Company under a promissory note and (ii) the action in The High

Court of Justice, Queen’s Bench Division Commercial Court, Royal Courts of Justice, United Kingdom brought by ChubeWorkx

against the Company arising from an exclusive licensing agreement between ChubeWorkx and the Company (“Licensing Agreement”).

return for the Company regaining the full rights to sell breath technology products, under the terms of the Settlement Agreement,

ChubeWorkx is entitled to receive a royalty of 5% of the Company’s gross revenues (the “ChubeWorkx Royalty”)

until ChubeWorkx has earned an aggregate $5,000,000, after which point ChubeWorkx will no longer be entitled to receive any royalties

from the Company and the Company shall have no further obligation to ChubeWorkx.

The Settlement Agreement further allows the Company

to retain 50% of the ChubeWorkx Royalty until the full $549,609 cash component of the monies owed by ChubeWorkx to the Company

as described above has been satisfied.

The Company recorded royalty expenses of $86,519 and $59,584 for the years ended December

31, 2019 and 2018, respectively, which are included in sales and marketing expenses on the Consolidated Statement of Operations

and Comprehensive Loss.

As of December 31, 2019, the Company owed ChubeWorkx royalties of $4,906 which is included in trade and

other payables.

terms of the Settlement included:

1) the pledge as security of all earned but unpaid royalties by the Company to ChubeWorkx, all

Company assets, worthy to satisfy its obligations, including all inventory and receivables, with the exception of (i) distribution

contracts of the Company or any of its affiliates, (ii) customer lists, (iii) manufacturing processes (including all intellectual

property required to use those processes and exploit products made thereby), and (iv) all equipment required to perform said manufacturing

processes and other equipment;

2) the pledge as security of the settlement sum which remains unpaid by the Company to ChubeWorkx

all Company (i) distribution contracts of the Company or any of its affiliates, (ii) customer lists, (iii) manufacturing processes

(including all intellectual property required to use those processes and exploit products made thereby), and (iv) all equipment

required to perform said manufacturing processes and other equipment;

and 3) the grant of voting proxy by ChubeWorkx to the Company

which allows the Company to vote ChubeWorkx’s shares for corporate formalities under certain conditions.

pledged assets are only at risk in the event that the Company cannot satisfy any outstanding royalty payment obligations subject

to various cure periods and/or through a restructuring and/or liquidation under the United States Bankruptcy laws of the Company

in favor of payment of said obligation.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Commitments and Contingencies, continued

and Settlements

Health LLC v Akers Biosciences, Inc.

3:16-cv-01919-HZ

October 17, 2016, the Company was served with a notice that Pulse Health LLC (“Pulse”) filed a lawsuit against the

Company on September 30, 2016 in United States Federal District Court, District of Oregon, alleging a breach of contract under

the settlement agreement entered into by the Company and Pulse on April 8, 2011 which settled all claims and disputes between

the Company and Pulse arising from a previously executed Technology Development Agreement entered into by the Company and Pulse

and damages resulting from said alleged breach.

Additionally, Pulse alleged false advertising and unlawful trade practices in

connection with the Company’s sales activities related to the Company’s OxiChek™

Company filed a series of motions with the Court seeking (1) to dismiss the Pulse complaint for lack of jurisdiction or, in the

alternative, transfer the matter to the District Court for the District of New Jersey, Camden Vicinage and (2) to dismiss the

unfair competition claims for failure to state a claim on which relief could be granted.

Oral arguments on these motions were

heard by the Court on March 10, 2017.

Court decided by order dated April 14, 2017 in favor of the Company and dismissed with prejudice the claims brought by Pulse for

unfair competition (both federal and state counts).

The court decided against the Company in its motions for transfer of venue

and for lack of jurisdiction.

As such, the case proceeded in the District Court of Oregon.

Company filed a Motion for Summary Judgment on January 24, 2018.

On June 21, 2018, the Court ruled in favor of the Company on

some issues and determined that other issues warranted a trial.

The Court further determined that equitable relief, such as an

injunction, “may be warranted.”

Following such rulings, the Company discovered certain deficiencies in its discovery

responses and took appropriate steps to supplement the record and correct these deficiencies.

September 17, 2018, the Company and Pulse entered into a settlement.

Pursuant to the settlement reached between Pulse and the

Company, on October 9, 2018 the Company paid $930,000 to Pulse.

The Company has also agreed to a permanent injunction and not

to make, use, sell or offer to sell the BreathScan OxiChek™

product, any product that detects aldehydes or oxidative stress

in exhaled human breath or breath condensate using either basic fuchsin or sodium metabisulfite or any form, analog or equivalent

thereof, and the BreathScan Lync device, or any equivalent thereof, as part of a test for aldehydes or oxidative stress in human

exhaled breath or breath condensate.

There was no material impact on our revenues as a result of the withdrawal of the BreathScan

OxiChek™

product from sale.

The Settlement Agreement does not contain any admission of liability, wrongdoing, or responsibility

by any of the parties.

During December 2019, the Company

appointed two members to the Advisory Board.

Compensation over the term of service shall consist of an award of shares of the

Company’s stock with a value of $25,000 for each advisor.

During the years ended December 31, 2020 and 2019, the Company

expensed $50,000 and $-, respectively, which is included in Administrative Expenses on the Statements of Comprehensive Loss.

Advisory Board was disbanded as of December 31, 2020.

BIOSCIENCES, INC.

2 unchanged sentences

Commitments and Contingencies, continued

and Settlements

Akers Biosciences, Inc.

2:18-cv-10521 (D.N.J.) and Gleason v.

Akers Biosciences, Inc., No.

2:18-cv-10805 (D.N.J.)

June 13, 2018, Plaintiff Tim Faulkner filed a class action complaint alleging securities violations against the Company, John

Gormally, and Gary M.

Rauch (“Individual Defendants”) (together with the Company, “Defendants”) on

behalf of all persons and entities who purchased publicly traded Akers securities from May 15, 2017 through June 5, 2018 (the

“Faulkner Action”).

The complaint alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 against all

Defendants, and violations of Section 20(a) of the Exchange Act against the Individual Defendants.

In particular, the complaint

alleged that Defendants made false and/or misleading statements and/or failed to disclose in its first, second, and third quarter

2017 10-Qs and its 2017 10-K that:

(1) Akers was improperly recognizing revenue for the fiscal year ended December 31, 2017;

(2) Akers had downplayed weaknesses in its internal controls over financial reporting and failed to disclose the true extent of

those weaknesses.

On June 20, 2018, Plaintiff David Gleason filed a class action complaint under the caption Gleason v.

Biosciences, Inc., No.

2:18-cv-10805 (D.N.J.) based on the same allegations and causes of action (the “Gleason Action”).

On November 21, 2018, the Faulkner and Gleason Actions were consolidated under the Faulkner Action docket.

The parties conducted

a mediation on January 10, 2019, and agreed to a settlement in principle disposing of the consolidated action as to all Defendants,

including the Individual Defendants.

On March 8, 2019, the parties signed a settlement agreement, subject to approval by the Court,

whereby the Company agreed to pay $2,250,000 in exchange for full releases and discharge of all claims against the Company.

the same day, Plaintiffs Tim Faulkner and David Gleason filed a motion for preliminary approval of the settlement and to establish

notice procedures.

On July 3, 2019, the Court granted the motion for preliminary approval and scheduled a final settlement hearing

for November 8, 2019.

On or about July 24, 2019, the Company’s D&O insurer sent the settlement payment of $2,250,000

to the settlement agent for the class.

On September 20, 2019, the Court granted the parties’

request to adjourn the final

settlement hearing and scheduled a final settlement hearing for December 20, 2019, at 11:00 a.m.

On October 11, 2019, Lead

Plaintiffs filed motions for final approval of the proposed settlement and award of attorneys’

fees, and reimbursement

On December 20, 2019, the Court granted final approval of the settlement and award of attorneys’

reimbursement of expenses.

ultimate impact of the global COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to future developments.

These include but are not limited to the duration of the COVID-19 pandemic, new information which may emerge concerning the severity

of the COVID-19 pandemic, and any additional preventative and protective actions that regulators, or the Company’s

board of directors or management of the Company, may determine are needed.

We do not yet know the full extent of potential delays

or impacts on the Company’s business, vaccine development efforts, healthcare systems or the global economy as a

However, the effects are likely to have a material impact on the Company’s operations, liquidity and capital

resources, and the Company will continue to monitor the COVID-19 situation closely.

response to public health directives and orders, the Company has implemented work-from-home policies for many of the

Company’s employees and temporarily modified the Company’s operations to comply with applicable social

distancing recommendations.

The effects of the orders and the Company’s related adjustments in its business

are likely to negatively impact productivity, disrupt its business and delay the Company’s timelines, the

magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on its ability

to conduct its business in the ordinary course.

Similar health directives and orders are affecting third parties with whom

we do business, including Premas, whose operations are located in India.

Further, restrictions on the Company’s ability

to travel, stay-at-home orders and other similar restrictions on its business have limited its ability to support

its operations.

and/or long-term disruptions in the Company’s operations will negatively impact its business, operating results

and financial condition in other ways, as well.

Specifically, the Company anticipates that the stress of COVID-19 on healthcare

systems generally around the globe will negatively impact regulatory authorities and the third parties that the Company

and Premas may engage in connection with the development and testing of the Company’s COVID-19 Vaccine Candidate.

addition, while the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict,

it has significantly disrupted global financial markets, and may limit the Company’s ability to access capital, which

could in the future negatively affect its liquidity.

A recession or market correction resulting from the continuation of

the COVID-19 pandemic could materially affect the Company’s business and the value of its common stock.

BIOSCIENCES, INC.

27 unchanged sentences

to Intervene and Stay”).

Subsequently, the Watts Plaintiff, Chan Plaintiffs, and Defendants reached an agreement

in principle to settle the Watts and Chan Actions that included corporate reforms and a payment of attorneys’

Subsequently, the Watts Plaintiff, Chan Plaintiffs, and Defendants reached an agreement in principle

to settle the Watts and Chan Actions that included corporate reforms and a payment of attorneys’

fees of $325,000.

On October 2, 2019, the Watts Plaintiff filed an Unopposed Motion for Preliminary Approval of the Settlement (the “Omnibus

Motion for Preliminary Approval”).

2, 2019, the Watts Plaintiff filed an Unopposed Motion for Preliminary Approval of the Settlement (the “Omnibus Motion for

Preliminary Approval”).

The Omnibus Motion for Preliminary Approval was granted on January 8, 2020.

must file a motion for final approval of the proposed settlement by May 7, 2020.

The Final Settlement hearing is scheduled for

May 28, 2020.

Gleason, Watts and Chan Matters

respect to the Faulkner, Gleason, Watts and Chan matters, the Company maintains D&O liability insurance coverage, with a company

retention of $500,000.

The D&O liability insurance coverage provides insurance coverage to both the Company and the Directors

and Officers for covered defense and indemnification.

Through December 31, 2018, the Company recorded a cumulative charge of $500,000,

representing the insurance carrier retention requirement.

The insurance carrier has provided notice that it has reserved certain

rights, and through the date of the filing of this Annual Report on Form 10-K, the Company may incur additional costs related

to these matters, the amounts of which are not able to be determined at this time.

Plaintiffs filed a motion

for final approval of the proposed settlement by May 7, 2020.

On May 28, 2020, the Court entered a final order and judgment approving

the settlement.

The resolution of this matter had no significant impact on the consolidated financial statements of the Company.

BIOSCIENCES, INC.

2 unchanged sentences

Commitments and Contingencies, continued

and Settlements

Medical, LLC v.

Akers Biosciences, Inc., JAMS Ref.

November 15, 2018, Typenex Medical LLC (“Typenex”), a telemarketing entity with whom the Company had entered into

a marketing and commission agreement dated September 30, 2016 (the “Marketing Contract”), filed an arbitration against

the Company before JAMS ADR (the “Arbitration”), and an arbiter was appointed to the Arbitration on December 14, 2018.

In the Arbitration, Typenex stated that it was seeking “at least”

$220,500 based on the allegation that the Marketing

Contract entitles Typenex to a commission on sales of certain of the Company’s heparin-related products in the period two

years from the Marketing Contract’s expiration, and in the alternative, Typenex was seeking relief for breach of the implied

covenant of good faith and fair dealing, and/or unjust enrichment.

On July 19, 2019, the Company and Typenex executed a settlement

Pursuant to the settlement agreement on December 2, 2019, the Company paid Typenex $50,000 in cash and issued 1,667

shares of the Company’s common stock, valued at $10,802.

and Settlements, continued

Therapeutics Inc.

6 unchanged sentences

disbursements and attorneys’

The Company vigorously disputes the allegations in the complaint and has retained counsel

The Company vigorously disputed the allegations in the complaint and has retained counsel

to defend it.

1 unchanged sentence

of November 4, 2019.

The Company is not yet able to determine the amount of the Company’s exposure, if any.

On June 9, 2020, the Court denied the Company’s motion.

In anticipation of the case being settled,

on October 20, 2020, the Court administratively closed the case.

On November 13, 2020, the parties entered into a settlement agreement

without either party admitting liability, effective as of November 3, 2020.

The settlement agreement requires the Company to make

a lump sum payment of $1,350,000 to Novotek within 60 days.

The Company disbursed the settlement funds on December 31, 2020.

settlement expense is included in Loss from Discontinued Operations on the Consolidated Statements of Comprehensive Loss

for the year ended December 31, 2020.

Akers Biosciences, Inc.

6 unchanged sentences

of implied warranty and fraudulent misrepresentation and omission with respect to a medical device which the Company had sold

through one its distributors to St.

David’s.

Varma is seeking aggregate monetary relief from the Company and St.

through one of its distributors to St.

David’s.

in excess of $1,000,000.

On September 20, 2019, the Company filed the original answer to plaintiff’s original petition and

on October 1, 2019, the Company received from plaintiff their first interrogatories and request for production of documents.

Company carries product liability insurance.

The insurance carrier has provided notice that it has reserved certain rights.

Company and its insurance carrier will contest this complaint vigorously.

The Company believes that its product liability insurance

coverage will be adequate to cover the potential exposure for this matter.

Varna was seeking aggregate monetary relief from the company and St.

David’s in excess of $1,000,000.

The Company carries product liability insurance.

On July 29, 2020, this matter was resolved.

The resolution of this matter had no significant impact on the consolidated financial statements of the Company.

BIOSCIENCES, INC.

2 unchanged sentences

Commitments and Contingencies, continued

and Settlements, continued

Akers Biosciences, Inc., John Does 1-10, and XYZ Corp.

2 unchanged sentences

Ct., Essex County):

Carrara, a former executive, has sued the Company over the termination of his employment.

The executive seeks contractual severance

pay in the amount of $200,000.

The executive asserts that the termination was without cause within the meaning of his employment

agreement, which provides for severance of one year’s salary in the event of termination without cause.

The executive also

seeks indemnification for approximately $10,000 in attorneys’

fees that he contends he incurred in regard to company business.

On August 29, 2019, the Company filed an answer to the second amended complaint and the parties have exchanged documents and interrogatories

as part of the discovery process.

No trial date or discovery cutoff has been set.

With regard to both claims, the executive seeks

to recover his attorneys’

fees under a fee-shifting provision in his employment agreement.

With respect to the matter, the

Company believes that the ultimate liability from the resolution of this matter will not be material to the Company’s consolidated

financial statements.

Discovery in the case is continuing and is expected to conclude this summer.

Company intends to establish a rigorous defense of all claims.

All legal fees were expensed as and when incurred.

Carrara, a former executive, sued the Company for breach of contract in connections with the termination of his employment.

In his operative Complaint, filed August 9, 2019, Carrara primarily alleged that the Company breached the terms of his employment

by failing to pay “severance”

after terminating his employment “without cause.”

Based on this alleged

breach, Carrara sought compensatory damages and damages for lost wages and benefits.

Carrara also sought punitive and/or liquidated

damages and attorney’s fees.

On August 29, 2019, the Company filed an answer to the operative complaint, denying all substantive

allegations of wrongdoing.

As of July 23, 2020, the parties have resolved all material disputes.

The parties are in the process

of preparing the appropriate documentation to effectuate this resolution and expect to file a stipulation of dismissal with prejudice

The resolution of this matter had no significant impact on the consolidated financial statements of the Company.

Settlement Agreement and General Release

August 3, 2020, the Company entered into a Settlement Agreement and General Release (the “SAGR”) with ChubeWorkx.

The Company and ChubeWorkx entered into the SAGR to terminate a prior Settlement Agreement, dated August 17, 2016, by and among

the Company and ChubeWorkx, (the “Prior Settlement Agreement”

and, collectively with all other contracts, agreements

and understandings by and between the Company and ChubeWorkx, whether written or oral, the “Prior Agreements”) pursuant

to which the Company granted ChubeWorkx a security interest in substantially all of the Company’s assets, and to fully and

finally settle and compromise any and all current and future claims and liabilities of any nature arising between the Company

and ChubeWorkx in relation to, or otherwise connected with, the Prior Agreements, on the terms set forth in the SAGR.

consideration for the settlement of claims pursuant to the SAGR, on August 5, 2020, the Company (i) paid to ChubeWorkx an amount

equal to $300,000 and (ii) delivered to ChubeWorkx 500,000 shares of the Company’s common stock (the “Shares”)

with a fair market value of $2,510,000.

Accordingly, for the year ended December 31, 2020, litigation settlement expense of $2,810,000

was recorded in Discontinued Operations on the Consolidated Statements of Comprehensive Loss.

Company granted ChubeWorkx registration rights with respect to the Shares.

The Company filed a registration statement on Form

S-3 with the Securities and Exchange Commission on August 18, 2020, which was declared effected on September 8, 2020, for the

resale of such Shares.

of the September 8, 2020 (the “Release Date”), the Company delivered and completed the full transfer to ChubeWorkx

of the Shares in accordance with the SAGR, and, therefore, any and all claims, differences, and disputes of any current and/or

future claims and/or liabilities arising between the Company and ChubeWorkx in relation to, or otherwise connected with, the Prior

Agreements were fully and finally settled and compromised (with the exception of any claims arising under the SAGR or the Leak-Out

and Support Agreement as described below).

As of the Release Date, each of the Prior Agreements was terminated, and ChubeWorkx

will automatically and irrevocably released all security interests and liens created under the Security Agreement or otherwise

as security for the Company obligations under the Prior Agreements.

Related to the Merger with MYMD

January 22, 2021 and February 10, 2021, five alleged Akers stockholders filed separate actions in the state and federal courts

of New York and New Jersey against Akers and the members of its board of directors, respectively captioned as follows:

Akers Biosciences, Inc., et al., No.

650497/2021 (Sup.

(ii) Owen Murphy v.

Akers Biosciences,

650545/2021 (Sup.

Sue Gee Cheng v.

Akers Biosciences, Inc., et al., No.

1:21-cv-01110

Akers Biosciences, Inc.

GLO-C-000006-21 (N.J.

Misenheimer v.

Akers Biosciences, Inc., et al.

1:21-cv-02310 (D.N.J.) (collectively, the “

MYMD Merger Complaints ”).

The McClain and Lui actions are styled as putative class actions brought on behalf of the plaintiff and other similarly

situated stockholders, while the Murphy, Cheng , and Misenheimer actions are brought solely on behalf of the individual

stockholders.

The MYMD Merger Complaints generally assert that Akers and its board of directors failed to disclose allegedly material

information in the joint proxy and consent solicitation statement/prospectus and seek an order enjoining or unwinding the consummation

of the Merger Agreement and awarding damages.

The defendants believe that the claims asserted in the MYMD Merger Complaints are

without merit and intend to appropriately defend themselves against them.

Accordingly, the Company does not expect that these

claims will have a material adverse effect on its financial condition or results of operations.

legal fees incurred were expensed as and when incurred.

BIOSCIENCES, INC.

2 unchanged sentences

Related Parties

March 9, 2015, the Company contributed capital of $64,091 to Hainan Savy Akers Biosciences, Ltd.

(“Hainan”), a company

incorporated in the People’s Republic of China, resulting in an initial 19.9% ownership interest.

On December 31, 2018,

the Company recorded a charge of $64,092 for the full impairment of its investment in Hainan.

This investment was included in

other assets in the Consolidated Balance Sheet as of December 31, 2018 and the investment was accounted for using the cost method.

Company began purchasing manufacturing molds and plastic components through Hainan and its related party during the year ended

December 31, 2016.

The Company purchased a total of $- and $20,936 in such components during the years ended December 31, 2019

and 2018, respectively.

As of December 31, 2019, the Company owed Hainan and its related party $0 which was included in trade

and other payables.

and Interim CFO

on October 5, 2018 and through December 31, 2019, the Board appointed Howard R.

3 unchanged sentences

Yeaton entered into a new agreement with

the Company whereby he serves as the Company’s Interim Chief Financial Officer.

Yeaton is the managing principal of

FCS and the Company’s relationship with FCS shall continue, with FCS continuing to provide accounting services to the Company.

FCS is considered to be a related party.

During the years ended December 31, 2019 and 2018, the Company expensed

$38,888 and $104,749, respectively, to FCS in connection with these services.

As of December 31, 2019 and 2018,

the Company owed FCS $18,323 and $29,407, respectively, which were included in trade and other payables on the Company’s

Consolidated Balance Sheet.

Revenue Information

by product lines was as follows:

MicroParticle

Catalyzed Biosensor (“MPC”)

ImmunoFiltration Assay (“PIFA”)

Enzymatic Assay (“REA”)

total revenue by geographic area determined based on the location of the customers was as follows:

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Company had long-lived assets totaling $194,174 and $312,572 located in the United States and $9,823 and $14,295 located in the

Rest of the World as of December 31, 2019 and 2018, respectively.

the Company whereby he served as the Company’s Interim Chief Financial Officer.

Pursuant to a mutual understanding between

the Company and Mr.

Yeaton’s employment as Interim Chief Financial Officer ceased as of August 19, 2020.

his service as the Company’s Interim Chief Financial Officer Mr.

Yeaton was the managing principal of Financial Consulting

Strategies (“FCS”), and the Company had an ongoing relationship with FCS with FCS continuing to provide accounting

services to the Company, as of December 31, 2020.

As of December 31, 2020, FCS was considered to be a related party.

During the year ended December 31, 2020 and 2019, the Company incurred costs of $14,500 and $38,888, respectively with FCS in

connection with these services.

As of December 31, 2020, and December 31, 2019 the Company had an obligation to FCS in the amounts

of $0 and $18,323, respectively, for these services which is included in trade and other payables in the Consolidated Balance

of December 31, 2020, included in accounts payable and accrued expenses was an obligation of $3,173, representing an obligation

to issue 471 shares of common stock to Mr.

Yeaton, earned during 2019, but not issued.

The accrual is reflected in trade and other

payables on the Consolidated Balance Sheet.

Brothers, Inc.

November 23, 2020, the Company retained Taglich Brothers,

(“Taglich Brothers”) on a non-exclusive basis as a consultant to render consulting services, assist with review,

and analysis of, financial planning and budgeting matters of the Company for a term of 12 months.

Pursuant to the Consulting Agreement

with Taglich Brothers, the Company agreed to pay Taglich Brothers $10,000 per month.

Schreiber is the managing director of capital markets at Taglich Brothers, and Mr.

Schroeder is the vice president of investment

banking at Taglich Brothers.

Employee Benefit Plan

6 unchanged sentences

Subsequent Events

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues

to spread throughout the United States.

On March 21, 2020 the Governor of New Jersey declared a health emergency and issued an

order to close all nonessential businesses until further notice.

As a maker of medical devices, Akers is deemed to be an essential

Nonetheless, out of concern for our workers and pursuant to the government order, Akers has reduced the scope of its

operations and where possible, certain workers are telecommuting from their homes.

While the Company expects this matter to negatively

impact its results of operations, cash flows and financial position, the related impact cannot be reasonably estimated at this

March 23, 2020, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with the members of Cystron

Biotech, LLC (individually, each a “Seller,”

and collectively, the “Sellers”), pursuant to which the Company

will acquire 100% of the membership interests (the “Membership Interests”) of Cystron Biotech, LLC (“Cystron”).

As consideration for the Membership Interests, the Company will

deliver to the Sellers:

(1) that number of newly issued shares of its common stock equal to 19.9% of the issued and outstanding

shares of its common stock and pre-funded warrants as of the date of the MIPA, but, to the extent that the issuance of the Company’s

common stock would result in any Seller owning in excess of 4.9% of its outstanding common stock, then, at such Seller’s

election, such Seller may receive “common stock equivalent”

preferred shares with a customary 4.9% blocker (with such

common stock and preferred stock collectively referred to as “Common Stock Consideration”), and (2) $1,000,000.

Additionally, the Company shall (A) make an initial payment to the

Sellers of up to $1,000,000 upon its receipt of cumulative gross proceeds from the consummation of an initial equity offering after

the date of the MIPA of $8,000,000, and (B) pay to Sellers an amount in cash equal to 10% of the gross proceeds in excess of $8,000,000

raised from future equity offerings after the date of the MIPA until the Sellers have received an aggregate additional cash consideration

equal to $10,000,000.

Upon the achievement of certain milestones, including the completion of a Phase 2 study that meets its primary

endpoints, Sellers will be entitled to receive an additional 750,000 shares of the Company’s common stock or, in the event

the Company is unable to obtain stockholder approval for the issuance of such shares, 750,000 shares of non-voting preferred stock

that are valued following the achievement of such milestones and shall bear a 10% annual dividend (the “Milestone Shares”).

Sellers will also be entitled to contingent payments from the Company of up to $20,750,000 upon the achievement of certain milestones,

including the approval of a new drug application by the U.S.

Food and Drug Administration (“FDA”).

The Company shall also make quarterly royalty payments to Sellers

equal to 5% of the net sales of a COVID-19 vaccine or combination product by the Company (the “COVID-19 Vaccine”) for

a period of five (5) years following the first commercial sale of the COVID-19 Vaccine;

provided, that such payment shall be reduced

to 3% for any net sales of the COVID-19 Vaccine above $500 million.

addition, Sellers shall be entitled to receive 12.5% of the transaction value, as defined in the MIPA, of any change of control

transaction, as defined in the MIPA, that occurs prior to the fifth (5th) anniversary of the closing date of the MIPA, provided

that the Company is still developing the COVID-19 Vaccine at that time.

Following the consummation of any change of control transaction,

the Sellers shall not be entitled to any payments as described above under the MIPA.

On March 23, 2020, as an inducement to enter into the MIPA, and

as one of the conditions to the consummation of the transactions contemplated by the MIPA, the Sellers entered into a shareholder

voting agreement with the Company (the “Support Agreement”), pursuant to which each Seller agreed to vote their shares

of the Company’s common stock or preferred stock in favor of each matter proposed and recommended for approval by the Company’s

management at every meeting of the stockholders and on any action or approval by written consent of the stockholders.

Rights Agreement

To induce the Sellers to enter into the MIPA, on March 23, 2020,

the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers, pursuant

to which it shall by the 30th day following the closing of the transactions contemplated by the MIPA, file with the United States

Securities and Exchange Commission (the “SEC”) an initial Registration Statement on Form S-3 (if such form is available

for use by the Company at such time) or, otherwise, on Form S-1, covering all of the shares of our common stock issued, or underlying

the preferred stock issued, at closing under the MIPA and to subsequently register the common stock issued or underlying the preferred

stock issued at Milestone Shares.

is a party to a License and Development Agreement (the “Initial License Agreement”) with Premas Biotech PVT Ltd.

(“Premas”).

As a condition to the Company’s entry into the MIPA, Cystron amended and restated the Initial License Agreement on March

19, 2020 (as amended and restated, the “License Agreement”).

Pursuant to the License Agreement, Premas granted Cystron,

amongst other things, an exclusive license with respect to Premas’

vaccine platform for the development of a vaccine against

COVID-19 and other corona virus infections.

the achievement of certain developmental milestones by Cystron, Cystron shall pay to Premas a total of up to $2,000,000.

D Convertible Preferred Stock

On March 24, 2020, the Company filed the Certificate of Designation

of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate of Designation”) with

the Secretary of State of the State of New Jersey.

Pursuant to the Certificate of Designation, in the event of the Company’s

liquidation or winding up of its affairs, the holders of its Series D Convertible Preferred Stock (the “Preferred Stock”)

will be entitled to receive the same amount that a holder of the Company’s common stock would receive if the Preferred Stock

were fully converted (disregarding for such purposes any conversion limitations set forth in the Certificate of Designation) to

common stock which amounts shall be paid pari passu with all holders of the Company’s common stock.

Each share of Preferred

Stock has a stated value equal to $0.01 (the “Stated Value”), subject to increase as set forth in Section 7 of the

Certificate of Designation.

A holder of Preferred Stock is entitled at any time to convert any

whole or partial number of shares of Preferred Stock into shares of the Company’s common stock determined by dividing the

Stated Value of the Preferred Stock being converted by the conversion price of $0.01 per share.

A holder of Preferred Stock will be prohibited from converting Preferred

Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates,

would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding (with such

ownership restriction referred to as the “Beneficial Ownership Limitation”).

However, any holder may increase or decrease

such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective

until 61 days after such notice to the Company.

Subject to the Beneficial Ownership Limitation, on any matter presented

to our stockholders for their action or consideration at any meeting of the Company’s stockholders (or by written consent

of stockholders in lieu of a meeting), each holder of Preferred Stock will be entitled to cast the number of votes equal to the

number of whole shares of the Company’s common stock into which the shares of Preferred Stock beneficially owned by such

holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking

into account all Preferred Stock beneficially owned by such holder).

Except as otherwise required by law or by the other provisions

of the Company’s certificate of incorporation, the holders of Preferred Stock will vote together with the holders of the

Company’s common stock and any other class or series of stock entitled to vote thereon as a single class.

A holder of Preferred Stock shall be entitled to receive dividends

as and when paid to the holders of the Company’s common stock on an as-converted basis.

February 11, 2021, a subscriber to the November 17, 2020 Private Placement directed the Company’s transfer agent to cancel

932,432 common shares purchased and issue 932,432 pre-funded warrants pursuant to the terms of the securities purchase agreement

dated November 11, 2020.

As a result of this transaction, Akers’

common shares issued and outstanding as of February 26,

2021 was 16,652,829.

The conversion had no significant impact on the consolidated financial statements of the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures