Exhibit
10.8


 





AMENDMENT
NO. 1 to Membership Interest Purchase Agreement


 


This
Amendment No. 1 to Membership Interest Purchase Agreement (this “AMENDMENT”), dated as of May 14, 2020 (the
“Amendment Effective Date”), is entered into between the seller parties identified on the signature pages hereto
(each, individually, a “Seller,” and collectively, “Sellers”), and Akers Biosciences, Inc.,
a New Jersey corporation (“Buyer” or “Akers”).


 


Recitals


 


WHEREAS,
Sellers and Buyer entered to the Membership Interest Purchase Agreement (the “MIPA”), dated March 23, 2020,
whereby Sellers sold to Buyer, and Buyer acquired from Sellers, 100% of the outstanding membership interests in Cystron Biotech,
LLC, a limited liability company organized and existing under the laws of the State of Delaware; and


 


WHEREAS,
Sellers and Buyer now desire to amend certain terms of the MIPA as provided below, subject to the terms and conditions set forth
herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I 

definitions


 


Capitalized
terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the MIPA.


 


ARTICLE
II

AMENDMENTS


 


Section
2.01 Section 2.02(a)(ii) of the MIPA is hereby amended and restated in its entirety as follows


 


“(ii) Equity
Offering Consideration. Buyer shall make the following additional payments (subject to Section 2.02(a)(ii)(C)) to Seller
in connection with Equity Offerings (“Equity Offering Payments”):


 


(A)
$1,000,000 (the “Initial Equity Offering Payment”) upon Buyer’s receipt of cumulative gross proceeds
from the consummation of Equity Offerings after the date of this Agreement of $8,000,000 in the aggregate (the
“Initial Equity Threshold”) payable as follows: (1) if the gross proceeds from any Equity Offering equal
or exceed $8,000,000, the Buyer shall pay $1,000,000 (less the amount of any previous payment made in respect of the Initial
Equity Offering Payment) in cash to the Sellers immediately upon consummation of such Equity Offering, (2) if the gross
proceeds are less than $8,000,000 but more than $6,000,000, the Buyer shall pay $500,000 (or so much thereof as would result
in the Sellers receiving aggregate payments equal to $1,000,000 in respect of the Initial Equity Offering Payment) in cash to
the Sellers, (3) if the gross proceeds to the Buyer are equal to or less than $6,000,000 but more than $4,000,000, the Buyer
shall pay $250,000 (or so much thereof as would result in the Sellers receiving aggregate payments equal to $1,000,000 in
respect of the Initial Equity Offering Payment) in cash to the Seller. For the avoidance of doubt, in no event will aggregate
payments pursuant to this Section 2.02(a)(ii)(A) exceed $1,000,000; and


 



    	 



    	 



    

 


(B)
an amount in cash equal to 10% of the gross proceeds in excess of the Initial Equity Threshold from any Equity Offering
consummated after the date of this Agreement (until the Sellers have received aggregate additional cash consideration equal
to $10,000,000 (the “Subsequent Equity Offering Payment”);


 


(C)
Notwithstanding any contrary provision contained herein, if an equity offering is consummated prior to September 23, 2020,
then the Initial Equity Offering Payment or Subsequent Equity Offering Payment, as applicable, shall accrue but shall not be
due and payable until September 24, 2020.


 


Section
2.02 No Other Modifications. Except as expressly set forth in Section 2.01, the MIPA remains unmodified and in full force
and effect.


 


Section
2.03 Acknowledgments. The Sellers previously received a payment of $250,000
pursuant to Section 2.02(a)(ii) of the MIPA in connection with an Equity Offer made pursuant to a final prospectus dated April
7, 2020 (the “April 7 Offering”). The Buyer and Sellers agree that the Sellers may retain such payment notwithstanding
the amendments to the MIPA set forth in this Amendment. For the avoidance of doubt, no other amounts are accrued and unpaid or
otherwise due and payable with respect to the April 7 Offering.


 


ARTICLE
III

Miscellaneous


 


The
provisions of Article VIII of the MIPA are incorporated herein by reference and made a part hereof mutatis mutandis.


 


[signature
page follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date set forth above.


 


	 	SELLERS:
	 	 	 
	 	Premas
    Biotech PVT Ltd.
	 	 	 
	 	By:
    	/s/
    Prabuddha Kumar Kundu
	 	Name:
    	Prabuddha
    Kumar Kundu
	 	Title:
    	Cofounder
	 	 	 
	 	Cutter
    Miller Capital LLC
	 	 	 
	 	By:	/s/
    Michael Vasinkevich
	 	Name:
    	Michael
    Vasinkevich
	 	Title:
    	Authorized
    Signatory
	 	 	 
	 	Run
    Ridge LLC
	 	 	 
	 	By:
    	/s/
    Craig M. Schwabe
	 	Name:
    	Craig
    M. Schwabe
	 	Title:
    	Authorized
    Signatory
	 	 	 
	 	/s/
    Nadav Kidron
	 	Nadav
    Kidron
	 	 	 
	 	BUYER:
	 	 	 
	 	AKERS
    BIOSCIENCES, INC.
	 	a
    New Jersey corporation
	 	 	 
	 	By:	/s/
    Christopher Schreiber
	 	Name:	 Christopher
    Schreiber
	 	Title:
    	Executive
    Chairman