SecProbe.io

CORRESP
 1
 filename1.htm

 Q/C
TECHNOLOGIES, INC.

 1185
Avenue of the Americas

 New
York, New York 10036

 February
12, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Life Sciences

 Washington, D.C. 20549

 Re:
 Q/C Technologies, Inc.

 Registration Statement on Form S-3

 Filed
on February 11, 2026

 File
No. 333-293394 (the " Registration Statement ")

 Request
for Acceleration

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the " Commission ") under
the Securities Act of 1933, as amended, Q/C Technologies, Inc. hereby respectfully requests acceleration of the effective date of the
Registration Statement so that it may become effective at 4:00 p.m., Eastern Time, on February 17, 2026, or as soon thereafter
as practicable.

 Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick Werner, Esq. at (212) 659-4974.

 Very
 truly yours,

 Q/C
 TECHNOLOGIES, INC.

 By:
 /s/
 Joshua Silverman

 Joshua
 Silverman

 Executive
 Chairman

 cc:
 Rick
 A. Werner, Esq., Haynes and Boone, LLP

January 28, 2026
Joshua Silverman
Executive Chairman
Q/C Technologies, Inc.
1185 Avenue of the Americas, Suite 249
New York, NY 10036
Re:Q/C Technologies, Inc.
Draft Registration Statement on Form S-3
Submitted January 23, 2026
CIK No. 0001321834
Dear Joshua Silverman:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Rick Werner, Esq.

CORRESP
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 filename1.htm
 
 
 
 
 
 

 

 Q/C Technologies, Inc. 

 1185 Avenue of the Americas 

 New York, New York 10036 

 

 November 25, 2025 

 

 VIA EDGAR 

 

 U.S. Securities and Exchange Commission 

 Division of Corporation Finance 
Office of Life Sciences 
Washington, D.C. 20549 

 Attention: Jessica Dickerstein 

 

 
 Re: Q/C Technologies, Inc. 
Registration Statement on Form S-3 

 Filed on October 3, 2025 

 File No. 333- 290719 (the " Registration Statement ") 

 Request for Acceleration 

 

 Ladies and Gentlemen: 

 

 Pursuant to Rule 461 of the Rules and
Regulations of the Securities and Exchange Commission (the " Commission ") under the Securities Act of 1933, as
amended, Q/C Technologies, Inc. hereby respectfully requests acceleration of the effective date of the Registration Statement so that
it may become effective at 5:00 p.m., Eastern Time, on November 28, 2025, or as soon thereafter as practicable. 

 

 Should any member of the staff of the
Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Alla Digilova, Esq. at (212) 659-4993. 

 

 
 
 
 Very truly yours, 
 
 
 
 
 
 Q/C Technologies, Inc. 
 
 
 
 
 
 
 By: 
 /s/ Joshua Silverman 
 
 
 
 Joshua Silverman 
 
 
 
 Executive Chairman 
 

 

 
 cc: Rick A. Werner, Esq., Haynes and Boone, LLP 
 
 Alla Digilova, Esq., Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 18, 2025

Mitchell Glass
President and Chief Medical Officer
TNF Pharmaceuticals, Inc.
855 N. Wolfe Street, Suite 623
Baltimore, MD 21205

 Re: TNF Pharmaceuticals, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-36268
Dear Mitchell Glass:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Rick Werner, Esq
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 TNF
Pharmaceuticals, Inc.

 1185
Avenue of the Americas, Suite 249

 New
York, NY

 August
19, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Life Sciences

 U.S.
Securities and Exchange Commission

 Washington,
D.C. 20549

 Attention:
Daniel Crawford and Jason Drory

 Re:
 TNF
 Pharmaceuticals, Inc.
 Annual
 Report on Form 10-K for fiscal year ended December 31, 2024
 Originally
 filed on April 11, 2025
 File
 No. 001-36268 (the " Form 10-K ")

 Ladies
and Gentlemen:

 On
behalf of TNF Pharmaceuticals, Inc. (the "Company"), we hereby transmit the Company's response to the comment letter
received from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"), dated
August 5, 2025, regarding the Form 10-K. For the Staff's convenience, we have repeated below the Staff's comment in bold,
and have followed the comment with the Company's response.

 Form
10-K for Fiscal Year Ended December 31, 2024

 Part
I

 Item
1. Business

 Drug
Development, page 6

 1.
 In
 future filings, please ensure that your pipeline table accurately reflects the current stages of your trials. For example, you state
 on page 7 that you still need to "[e]xecute on IND-enabling studies of Supera-CBD to enable submission of an IND for a Phase
 1 clinical trial." Please shorten the arrows for Supera-CBD given preclinical trials appear to be ongoing and not completed.
 In addition, you state on page 29 that you plan "to launch a Phase 2b clinical trial of isomyosamine's efficacy in sarcopenia
 early in the first quarter of 2025." Please shorten the arrow for MYMD1 for sarcopenia given it appears that Phase 2 trials
 are not complete and still ongoing.

 The
Company acknowledges the Staff's comment and confirms that in future filings the Company will (i) ensure that the Company's
pipeline table accurately reflects the current stages of its trials, (ii) shorten the arrows for Supera-CBD, and (iii) shorten the arrow
for MYMD1 for sarcopenia.

 Isomyosamine

 Overview,
page 7

 2.
 In
 future filings, please revise your disclosures on page 7 to remove the statements that Isomyosamine showed "safety" in
 a Phase 2 clinical trial in sarcopenia as safety determinations are within the sole authority of the FDA and similar foreign regulators.
 We advise you that you may present the objective data from pre-clinical and clinical trials without drawing a conclusion from the
 results. For example, if true, you may note that a candidate was well tolerated, the absence of serious adverse events or the number
 of trial participants who met the identified trial endpoints.

 The
Company acknowledges the Staff's comment and confirms that in future filings the Company will revise its disclosures to remove
the statements that Isomyosamine showed "safety" in a Phase 2 clinical trial in sarcopenia and will otherwise present the
objective data from pre-clinical and clinical trials without drawing a conclusion from the results.

 3. We note your
disclosure you "completed a 28-day Phase 2 trial for sarcopenia." However, your business section does not appear to describe
the design of the trial and objective results. In future filings, please describe the completed Phase 2 trial in greater detail. Your
discussion should identify the number of participants, trial endpoints, the objective results, the p-values and statistical significance
of the results. In addition, to the extent that any participants experienced any serious adverse events, please describe them and quantify
the number of each type of event.

 The
Company acknowledges the Staff's comment and confirms that in future filings the Company will describe the completed Phase 2 trial
in greater detail, including, but not limited to identifying the number of participants, trial endpoints, the objective results, the
p-values and statistical significance of the results, and to the extent that any participants experienced any serious adverse events,
a description and the quantity of each type of event.

 Assignment
and Royalty Agreements, page 16

 4. In future filings,
please revise to disclose the term and terminations provisions of the Amended and Restated Confirmatory Patent Assignment and Royalty
Agreements with SRQ Patent Holdings and SRQ Patent Holdings II. In addition, please disclose the specific product candidate(s) to which
the agreements relate.

 The
Company acknowledges the Staff's comment and confirms that in future filings the Company will disclose the term and terminations
provisions of the Amended and Restated Confirmatory Patent Assignment and Royalty Agreements with SRQ Patent Holdings and SRQ Patent
Holdings II and the specific product candidate(s) to which the agreements relate.

 Intellectual
Property, page 16

 5. In future filings,
please revise your intellectual property disclosure to clearly identify: (i) each of your material patents (rather than stating that
you have a certain number of patents), (ii) the material product candidate(s) dependent on each material patent, (iii) whether the patent
is owned or licensed, (iv) the type of patent protection (e.g., composition of matter, use, or process) and (v) the expiration dates
for each patent discussed. In this regard it may be useful to provide tabular disclosure.

 The
Company acknowledges the Staff's comment and confirms that in future filings the Company will revise the Company's intellectual
property disclosure to clearly identify: (i) each of the Company's material patents, (ii) the material product candidate(s) dependent
on each material patent, (iii) whether the patent is owned or licensed, (iv) the type of patent protection and (v) the expiration dates
for each patent discussed.

 We
thank the Staff for its review of the foregoing. Should any member of the staff of the Commission have any questions or comments with
respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick Werner, Esq. at (212) 659-4974.

 Very
 truly yours,

 TNF
 Pharmaceuticals, Inc.

 By:
 /s/
 Mitchell Glass

 Mitchell
 Glass

 President
 and Chief Medical Officer

 cc:
 Rick
 Werner, Esq., Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Mitchell Glass
President and Chief Medical Officer
TNF Pharmaceuticals, Inc.
855 N. Wolfe Street, Suite 623
Baltimore, MD 21205

 Re: TNF Pharmaceuticals, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-36268
Dear Mitchell Glass:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Part I
Item 1. Business
Drug Development, page 6

1. In future filings, please ensure that your pipeline table accurately
reflects the current
 stages of your trials. For example, you state on page 7 that you still
need to "[e]xecute
 on IND-enabling studies of Supera-CBD to enable submission of an IND for
a Phase
 1 clinical trial." Please shorten the arrows for Supera-CBD given
preclinical trials
 appear to be ongoing and not completed. In addition, you state on page
29 that you
 plan "to launch a Phase 2b clinical trial of isomyosamine s efficacy
in sarcopenia
 early in the first quarter of 2025." Please shorten the arrow for MYMD1
for
 sarcopenia given it appears that Phase 2 trials are not complete and
still ongoing.
 August 5, 2025
Page 2
Isomyosamine
Overview, page 7

2. In future filings, please revise your disclosures on page 7 to remove
the statements
 that Isomyosamine showed safety in a Phase 2 clinical trial in
sarcopenia as safety
 determinations are within the sole authority of the FDA and similar
foreign regulators.
 We advise you that you may present the objective data from pre-clinical
and clinical
 trials without drawing a conclusion from the results. For example, if
true, you may
 note that a candidate was well tolerated, the absence of serious adverse
events or the
 number of trial participants who met the identified trial endpoints.
3. We note your disclosure you "completed a 28-day Phase 2 trial for
sarcopenia."
 However, your business section does not appear to describe the design of
the trial and
 objective results. In future filings, please describe the completed
Phase 2 trial in
 greater detail. Your discussion should identify the number of
participants, trial
 endpoints, the objective results, the p-values and statistical
significance of the
 results. In addition, to the extent that any participants experienced
any serious adverse
 events, please describe them and quantify the number of each type of
event.
Assignment and Royalty Agreements, page 16

4. In future filings, please revise to disclose the term and terminations
provisions of the
 Amended and Restated Confirmatory Patent Assignment and Royalty
Agreements
 with SRQ Patent Holdings and SRQ Patent Holdings II. In addition, please
disclose
 the specific product candidate(s) to which the agreements relate.
Intellectual Property, page 16

5. In future filings, please revise your intellectual property disclosure
to clearly identify:
 (i) each of your material patents (rather than stating that you have a
certain number of
 patents), (ii) the material product candidate(s) dependent on each
material patent, (iii)
 whether the patent is owned or licensed, (iv) the type of patent
protection (e.g.,
 composition of matter, use, or process) and (v) the expiration dates for
each patent
 discussed. In this regard it may be useful to provide tabular
disclosure.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Daniel Crawford at 202-551-7767 or Jason Drory at
202-551-8342 if
you have questions regarding the comments or related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Rick Werner, Esq
</TEXT>
</DOCUMENT>

October 7, 2024
Mitchell Glass
President and Chief Medical Officer
TNF Pharmaceuticals, Inc.
855 N. Wolfe Street, Suite 623
Baltimore, MD 21205
Re:TNF Pharmaceuticals, Inc.
Form 10-K
Filed April 1, 2024
File No. 001-36268
Dear Mitchell Glass:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Alla Digilova, Esq.

CORRESP
1
filename1.htm

TNF
Pharmaceuticals, Inc.

855 N. Wolfe Street, Suite 623

Baltimore,
MD

September
30, 2024

VIA
EDGAR

Division
of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Doris Stacey Gama and Suzanne Hayes

    Re:
    TNF
    Pharmaceuticals, Inc.

                                                         Annual Report on Form 10-K for fiscal year ended December 31, 2023

                                                         Originally filed on April 1, 2024

                                                         File No. 001-36268 (the “Form 10-K”)

Ladies
and Gentlemen:

On
behalf of TNF Pharmaceuticals, Inc. (the “Company”), we hereby transmit the Company’s response to the comment letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated
September 23, 2024, regarding the Form 10-K. For the Staff’s convenience, we have repeated below the Staff’s comment in bold,
and have followed the comment with the Company’s response.

Form
10-K

Item
1C. Cybersecurity, page 57

  1.
  We note your disclosure that both your executive management
team and your board of directors are responsible for oversight of risks from cybersecurity threats. Please confirm that in future filings
you will expand upon the executive management team’s and the board of directors’ areas of responsibility to describe their
respective processes in sufficient detail for a reasonable investor to understand as required by Item 106(b)(1) of Regulation S-K.

The
Company acknowledges the Staff’s comment and confirms that in future filings the Company will expand upon the Company’s executive
management team’s and the board of directors’ areas of responsibility with respect to oversight of cybersecurity threats
and will describe their respective processes in sufficient detail for a reasonable investor to understand as required by Item 106(b)(1)
of Regulation S-K.

  2.
  We note that leaders from your executive management team
oversee cybersecurity risk management. Please confirm that in future filings you will identify which management positions or teams are
responsible for assessing and managing material risks from cybersecurity threats, and provide the relevant detail of all such persons
or members in such detail as is necessary to fully describe the nature of the expertise as required by Item 106(c)(2)(i) of Regulation
S-K.

The
Company acknowledges the Staff’s comment and confirms that in future filings the Company will identify the management positions
or teams that are responsible for assessing and managing material risks from cybersecurity threats, and will provide the relevant detail
of all such persons or members in such detail as is necessary to fully describe the nature of the expertise as required by Item 106(c)(2)(i)
of Regulation S-K.

We
thank the Staff for its review of the foregoing. Should any member of the staff of the Commission have any questions or comments with
respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    TNF
    Pharmaceuticals, Inc.

    By:
    /s/
    Mitchell Glass

    Mitchell
    Glass

    President
    and Chief Medical Officer

  cc:
  Rick Werner, Esq., Haynes and Boone, LLP

September 23, 2024
Mitchell Glass
President and Chief Medical Officer
TNF Pharmaceuticals, Inc.
855 N. Wolfe Street, Suite 623
Baltimore, MD 21205
Re:TNF Pharmaceuticals, Inc.
Form 10-K
Filed April 1, 2024
File No. 001-36268
Dear Mitchell Glass:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K
Item 1C. Cybersecurity, page 57
1.We note your disclosure that both your executive management team and your board of
directors are responsible for oversight of risks from cybersecurity threats. Please confirm
that in future filings you will expand upon the executive management team's and the
board of directors' areas of responsibility to describe their respective processes in
sufficient detail for a reasonable investor to understand as required by Item 106(b)(1) of
Regulation S-K.
2.We note that leaders from your executive management team oversee cybersecurity risk
management. Please confirm that in future filings you will identify which management
positions or teams are responsible for assessing and managing material risks from
cybersecurity threats, and provide the revelant detail of all such persons or members in
such detail as is necessary to fully describe the nature of the expertise as required by Item
106(c)(2)(i) of Regulation S-K.

September 23, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 or Suzanne Hayes at 202-551-3675
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Alla Digilova, Esq.

CORRESP
1
filename1.htm

TNF
Pharmaceuticals, Inc.

855
N. Wolfe Street, Suite 623

Baltimore,
MD 21205

August
9, 2024

    VIA
    EDGAR

    Division
    of Corporation Finance

    Office
    of Life Sciences

    U.S.
    Securities and Exchange Commission

    Washington,
    D.C. 20549

    Attention:
    Tamika
    Sheppard

    Re:
    TNF
                                            Pharmaceuticals, Inc. (f/k/a MyMD Pharmaceuticals, Inc.)

    Registration
    Statement on Form S-3

    Originally
    filed on June 21, 2024, as amended on August 8, 2024

    File
    No. 333-280415 (as amended, the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, TNF Pharmaceuticals, Inc., formally known as MyMD Pharmaceuticals, Inc. (the “Company”),
hereby respectfully requests acceleration of the effective date of the Registration Statement, so that it may become effective at 4:30
p.m., Eastern Time, on August 12, 2024, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Alla Digilova, Esq. at (212) 659-4993.

    Very
    truly yours,

    TNF
    Pharmaceuticals, Inc.

    By:
    /s/
    Joshua Silverman

    Joshua
    Silverman

    Chaiman
    of the Board

    cc:
    Alla
    Digilova, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
June 27, 2024
Joshua Silverman
Chairman of the Board
MyMD Pharmaceuticals, Inc.
855 N. Wolfe Street, Suite 623
Baltimore, MD 21205
Re:MyMD Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed June 21, 2024
File No. 333-280415
Dear Joshua Silverman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alla Digilova

CORRESP
1
filename1.htm

MyMD
Pharmaceuticals, Inc.

855
N. Wolfe Street, Suite 623

Baltimore,
MD 21205

May
10, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attention:
    Ms.
    Margaret Schwartz

    Mr.
Joe McCann

    Re:

    MyMD
    Pharmaceuticals, Inc., f/k/a Akers Biosciences, Inc.

    Registration
    Statement on Form S-3

    Originally
    filed on March 25, 2021, as amended on April 28, 2021

    File
    No. 333-254698 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, MyMD Pharmaceuticals, Inc. (f/k/a Akers Biosciences, Inc., the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement, as amended, so that it may become
effective at 4:00 p.m., Eastern Time, on May 11, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    MYMD PHARMACEUTICALS, INC.

    By:

    /s/
    Chris Chapman

    Chris Chapman

                                                         President, Chief Medical Officer, and Director

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

April
28, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Ms.
    Margaret Schwartz

    Mr.
    Joe McCann

    Re:
    MyMD
    Pharmaceuticals, Inc., f/k/a Akers Biosciences, Inc.

    Registration
    Statement on Form S-3

    Filed
    March 25, 2021

    File
    No. 333-254698

Ladies
and Gentlemen:

On
behalf of MyMD Pharmaceuticals, Inc. (f/k/a Akers Biosciences, Inc., the “Company” or “MyMD”),
we are writing to respond to the comments set forth in the comment letter of the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”), dated April 15, 2021 (the “Comment Letter”),
to Christopher Schreiber, Executive Chairman of the Company as of the date of the Comment Letter, relating to the above referenced
Registration Statement on Form S-3 (the “Registration Statement”). In connection with this response to the
Comment Letter, the Company is contemporaneously filing via EDGAR an amendment to the Registration Statement (“Amendment
No. 1”), responding to the Staff’s comments in the Comment Letter and updating the Registration Statement, including
the closing of the merger that was pending at the time of the filing of the Registration Statement.

The
following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained
in the Comment Letter have been restated below in their entirety in bold type, with the Company’s corresponding responses
set forth immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment
No.1 in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment
No. 1. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Registration
Statement on Form S-3, Filed March 25, 2021

Agreement and Plan of Merger and Reorganization, page 1

 1. Please
                                         revise to discuss the status of the Nasdaq listing application referenced in your Form
                                         S-4 filing and, as applicable, update your disclosure to discuss results from the shareholder
                                         meeting. Also revise to discuss the status of the legacy Akers Biosciences’ assets,
                                         including any plans with respect to a spin-off or disposition, as well as any other material
                                         changes required by Item 11(a) of Form S-3.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has updated the disclosure
under the heading “Recent Developments” on page 1 of the prospectus contained in Amendment No. 1 in response
to the Staff’s comment to provide that the Merger and the Contribution Transaction have closed. The results from the shareholder
meeting have been reported on a Current Report on Form 8-K filed on April 16, 2021, and the details regarding other material changes
related to the closing of the Merger and the Contribution Transaction have been reported on a Current Report on Form 8-K filed
on April 22, 2021. Such Current Reports are incorporated by reference into the Registration Statement.

U.S.
Securities and Exchange Commission

April
28, 2021

Page
2

Incorporation
of Certain Information by Reference, page 15

 2. We
                                         note that you incorporate by reference to certain sections of a Form S-4 filing of unspecified
                                         date. Please tell us your basis for incorporating by reference to certain information
                                         that does not appear to be required by Items 3 through 11 of Form S-3. Refer to Securities
                                         Act Rule 411 and Item 12(d) of Form S-3.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has updated the disclosure
in the Incorporation of Certain Information by Reference on page 15 of the prospectus contained in Amendment No. 1 in response
to the Staff’s comment. The information from sections of the joint proxy and consent solicitation statement/prospectus,
dated March 23, 2021, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of the
Securities Act, forming a part of the registration statement on Form S-4, as amended, which was declared effective as of March
23, 2021, are being incorporated by reference in response, or partial response, as applicable, to Items 3, 9 and 11(a) of Form
S-3.

General

 3. It
                                         appears that you are relying on General Instruction I.B.6 of Form S-3. If true, please
                                         revise your prospectus cover page to disclose the calculation of the aggregate market
                                         value of your outstanding voting and nonvoting common equity and the amount of all securities
                                         offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period
                                         that ends on, and includes, the date of the prospectus. Refer to Instruction 7 to General
                                         Instruction I.B.6. Otherwise, please provide us your analysis demonstrating your eligibility
                                         to use Form S-3.

Response:

The
Company hereby clarifies that it is not relying on General Instruction I.B.6. of Form S-3. On April 28, 2021, the aggregate
market value worldwide of our outstanding voting and non-voting common equity held by non-affiliates was approximately $182
million, based on 36,880,037 shares of common stock outstanding and a per share price of $4.95 based on the closing
sale price of our common stock on The NASDAQ Capital Market on April 20, 2021.

 4. We
                                         note the auditor consents you have filed as Exhibits 23.2 and 23.3; however, it does
                                         not appear that you have provided, or incorporated by reference, all financial information
                                         (including pro forma information) required by Item 11(b) of Form S-3. Please revise or
                                         advise.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has updated the disclosure
in the Incorporation of Certain Information by Reference in both prospectuses contained in Amendment No. 1 in response to the
Staff’s comment to incorporate by reference the financial information (including pro forma information) required by Item
11(b) of Form S-3.

*
* *

U.S.
Securities and Exchange Commission

April
28, 2021

Page
3

Please
direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

    Very
    truly yours,

    Rick
    A. Werner, Esq.

    cc:
        Chris Chapman, MyMD Pharmaceuticals, Inc.

          Jayun
    Koo, Esq., Haynes and Boone, LLP.

United States securities and exchange commission logo
April 15, 2021
Christopher C. Schreiber
Chief Executive Officer and President
Akers Biosciences, Inc.
1185 Avenue of the Americas
3rd Floor
New York, NY10036
Re:Akers Biosciences, Inc.
Registration Statement on Form S-3
Filed March 25, 2021
File No. 333-254698
Dear Mr. Schreiber:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3, Filed March 25, 2021
Agreement and Plan of Merger and Reorganization, page 1
1.Please revise to discuss the status of the Nasdaq listing application referenced in your
Form S-4 filing and, as applicable, update your disclosure to discuss results from the
shareholder meeting. Also revise to discuss the status of the legacy Akers Biosciences’
assets, including any plans with respect to a spin-off or disposition, as well as any other
material changes required by Item 11(a) of Form S-3.

 FirstName LastNameChristopher C. Schreiber
 Comapany NameAkers Biosciences, Inc.
 April 15, 2021 Page 2
 FirstName LastName
Christopher C. Schreiber
Akers Biosciences, Inc.
April 15, 2021
Page 2
Incorporation of Certain Information by Reference, page 15
2.We note that you incorporate by reference to certain sections of a Form S-4 filing of
unspecified date.  Please tell us your basis for incorporating by reference to certain
information that does not appear to be required by Items 3 through 11 of Form S-3.  Refer
to Securities Act Rule 411 and Item 12(d) of Form S-3.
General
3.It appears that you are relying on General Instruction I.B.6 of Form S-3. If true, please
revise your prospectus cover page to disclose the calculation of the aggregate market
value of your outstanding voting and nonvoting common equity and the amount of all
securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month
period that ends on, and includes, the date of the prospectus. Refer to Instruction 7
to General Instruction I.B.6. Otherwise, please provide us your analysis demonstrating
your eligibility to use Form S-3.
4.We note the auditor consents you have filed as Exhibits 23.2 and 23.3; however, it does
not appear that you have provided, or incorporated by reference, all financial information
(including pro forma information) required by Item 11(b) of Form S-3.  Please revise or
advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Margaret Schwartz at (202) 551-7153 or Joe McCann at (202) 551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner, Esq.

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

1185
Avenue of the Americas

3rd
Floor

New
York, New York 10036

March
19, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Christopher Edwards

    Re:

    Akers
    Biosciences, Inc.

    Pre-Effective
    Amendment No. 1 to Registration Statement on Form S-4

    Filed
    on March 19, 2021

    File
    No. 333-252181 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 and Rule 460 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 12:00 p.m., Eastern
Time, on March 23, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Jayun Koo, Esq. at (212) 835-4823.

    Very
        truly yours,

        AKERS
        BIOSCIENCES, INC.

    By:

    /s/
    Christopher C. Schreiber

    Christopher
    C. Schreiber

    Chief Financial Officer

    cc:

    Rick
    A. Werner, Esq., Haynes and Boone, LLP

    Jayun
    Koo, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
January 22, 2021
Christopher Schreiber
Chief Executive Officer
Akers Biosciences, Inc.
1185 Avenue of the Americas
3rd Floor
New York, New York 10036
Re:Akers Biosciences, Inc.
Registration Statement on Form S-4
Filed January 15, 2021
File No. 333-252181
Dear Mr. Schreiber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

August
24, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Jason L. Drory

    Re:

    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3, originally filed on August 18, 2020

    File
    No. 333-248095 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern
Time, on August 25, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    AKERS BIOSCIENCES, INC.

    By:

    /s/
    Christopher Schreiber

    Christopher
        Schreiber

        Executive
        Chairman of the Board of Directors and Director

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
August 21, 2020
Christopher Schreiber
Executive Chairman and President
Akers Biosciences, Inc.
201 Grove Road
Thorofare, NJ 08086
Re:Akers Biosciences, Inc.
Registration Statement on Form S-3
Filed August 18, 2020
File No. 333-248095
Dear Mr. Schreiber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner, Esq.

United States securities and exchange commission logo
August 10, 2020
Christopher C. Schreiber
Executive Chairman of the Board
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Re:Akers Biosciences, Inc.
Definitive Proxy Statement on Schedule 14A
Filed July 29, 2020
Preliminary Proxy Statement on Schedule 14A
As Amended July 23, 2020
File No. 001-36268
Dear Mr. Schreiber:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner, Esq.

CORRESP
1
filename1.htm

July
23, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Abby Adams

         Celeste
Murphy

    Re:
    Akers
    Biosciences, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    July 13, 2020

    File
    No. 001-36268

Ladies
and Gentlemen:

This
letter is submitted on behalf of Akers Biosciences, Inc. (the “Company”) to respond to the comment letter (the “Comment
Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
raised in your letter dated July 22, 2020 with respect to the Company’s preliminary proxy statement filed with the Commission
on July 13, 2020 (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934. In connection
with this response to the Comment Letter, the Company is contemporaneously filing via EDGAR an amendment to the Proxy Statement
(“Amendment No. 1”), responding to the Staff’s comments in the Comment Letter and updating the Proxy Statement.
For convenience of reference, we have set forth the Staff’s comment below, followed by the Company’s response.

Capitalized
terms used in this letter without definition have the same meanings given to them Amendment No. 1 unless otherwise indicated.

Preliminary
Proxy Statement on Schedule 14A filed June 13, 2020

Proposal
1, page 7

    1.
    We
    note your response, in particular in paragraph three where you explain that “[t]he purpose of the Acquisition was for
    the Company to obtain certain license rights of Cystron under the License Agreement with Premas. Based on discussions among
    transaction parties, the Company determined that, in lieu of Cystron assigning its rights under the License Agreement to the
    Company, it would be more efficient for the Company to acquire Cystron since Cystron had no assets other than its rights under
    the License Agreement. More specifically, Cystron was formed on March 10, 2020 for the sole purpose of entering into the License
    Agreement on such date. Subsequently, Cystron had no paid employees, financial results or business operations other than activities
    related to the Acquisition with the Company. As such, Cystron merely served as a holding company for rights under the License
    Agreement, and the Company’s acquisition of Cystron was merely a legal construct to facilitate the acquisition of the
    license rights by the Company.” We note in Proposal 1, in the section entitled “License Agreement” that Cystron
    holds a license with “Premas,” which you do not identify by its full name anywhere in Proposals 1 or 2. In the shareholder
    table, you identify Premas Biotech LTV, Inc. It is unclear from the Premas website if Premas Biotech LTV, Inc. is the full
    name of that company, or if it is another related company. We note from the Premas Biotech website that “through a partnership
    with Akers Biosciences, Premas is leveraging DCrypt to develop a multicomponent recombinant protein vaccine against COVID-19.”
    Revise the disclosure in the background section of Proposal 1 to provide the above information from your response, including
    clarifying that Cystron was created specifically to hold the Premas license for your purchase, to clarify to the nature of
    the transaction you state you have completed.

Response:

The
Company hereby identifies the full name of “Premas Biotech PVT Ltd.” and respectfully advises the Staff that the Company
has made the requested clarifying revision under the “Background” section on page 7 of Amendment No. 1.

The
Company hereby confirms that the Company in-licensed a novel coronavirus vaccine candidate under development by Premas using
Premas’ genetically engineered S. cerevisiae platform, D-Crypt, and is now working with Premas to develop
this vaccine candidate and respectfully advises the Staff that the Company has added the request disclosure under the
“Background” section on page 7 of Amendment No. 1.

The
Company hereby acknowledges the Staff’s comment to clarify the nature of the transactions and respectfully advises the Staff
that the Company has added the request disclosure under the “Background” section on page 7 of Amendment No. 1.

***

If
you have any questions concerning the enclosed matters, please contact the undersigned at (212) 659-4974.

    Very truly yours,

    /s/ Rick Werner

    Rick Werner, Esq.

    cc:
    Christopher C. Schreiber, Executive Chairman of the Board, Akers Biosciences, Inc.

    Jayun Koo, Esq., Haynes and Boone LLP

United States securities and exchange commission logo
July 22, 2020
Christopher C. Schreiber
Executive Chairman of the Board
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Re:Akers Biosciences, Inc.
Correspondence filed July 21, 2020
Preliminary Proxy Statement on Schedule 14A
Filed July 13, 2020
File No. 001-36268
Dear Mr. Schreiber:
            We have reviewed your July 21, 2020, response to our comment on the Preliminary
Proxy Statement filed June 13, 2020, and have the following comment.
            Please respond to this comment within ten business days by revising the filing or advise
us as soon as possible when you will respond.  If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy on Schedule 14A filed July 13, 2020
Proposal 1
Background, page 7
1.We note your response, in particular in paragraph three where you explain that "[t]he
purpose of the Acquisition was for the Company to obtain certain license rights of Cystron
under the License Agreement with Premas. Based on discussions among transaction
parties, the Company determined that, in lieu of Cystron assigning its rights under the
License Agreement to the Company, it would be more efficient for the Company to
acquire Cystron since Cystron had no assets other than its rights under the License
Agreement. More specifically, Cystron was formed on March 10, 2020 for the sole
purpose of entering into the License Agreement on such date. Subsequently, Cystron had
no paid employees, financial results or business operations other than activities related to
the Acquisition with the Company. As such, Cystron merely served as a holding company
for rights under the License Agreement, and the Company’s acquisition of Cystron was

 FirstName LastNameChristopher C.  Schreiber
 Comapany NameAkers Biosciences, Inc.
 July 22, 2020 Page 2
 FirstName LastName
Christopher C.  Schreiber
Akers Biosciences, Inc.
July 22, 2020
Page 2
merely a legal construct to facilitate the acquisition of the license rights by the
Company."  We note in Proposal 1, in the section entitled "License Agreement" that
Cystron holds a license with "Premas," which you do not identify by its full name
anywhere in Proposals 1 or 2.  In the shareholder table, you identify Premas Biotech LTV,
Inc.  It is unclear from the Premas website if Premas Biotech LTV, Inc. is the full name of
that company, or if it is another related company.  We note from the Premas Biotech
website that "through a partnership with Akers Biosciences, Premas is leveraging DCrypt
to develop a multicomponent recombinant protein vaccine against COVID-19."  Revise
the disclosure in the background section of Proposal 1 to provide the above
information from your response, including clarifying that Cystron was created specifically
to hold the Premas license for your purchase, to clarify to the nature of the transaction you
state you have completed.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

July
21, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Abby Adams

    Re:
    Akers
    Biosciences, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    July 13, 2020

    File
    No. 001-36268

Ladies
and Gentlemen:

This
letter is submitted on behalf of Akers Biosciences, Inc. (the “Company”) to respond to the comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) raised in your letter dated July
20, 2020 with respect to the Company’s preliminary proxy statement filed with the Commission on July 13, 2020 (the “Proxy
Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934. For convenience of reference, we have set
forth the Staff’s comment below, followed by the Company’s response.

Capitalized
terms used in this letter without definition have the same meanings given to them in the Proxy Statement unless otherwise indicated.

Preliminary
Proxy Statement on Schedule 14A filed June 13, 2020

Proposal
1, page 7

    1.
    We
    note that in Proposals 1 and 2, pursuant to Nasdaq listing requirements, you seek approval from shareholders for: (1) the
    issuance of common stock in excess of 20% of your outstanding common stock upon conversion of Series D convertible preferred
    stock; and (2) the possible future issuance of common stock in excess of 20% of your outstanding common stock in connection
    with future potential milestone payments; both of which are pursuant to your acquisition of Cystron Biotech, Inc., as set
    forth in the membership interests purchase agreement, as amended. We note the stock will be issued to members of Cystron Biotech,
    LLC, and to the extent shareholders do not approve each proposal, you are required to continue seeking shareholder approval
    every six months until shareholders do approve. Please revise your preliminary proxy statement to provide the disclosures
    required by Items 11, 13 and 14 of Schedule 14A with respect to those matters, as applicable, pursuant to Note A of Schedule
    14A. Alternatively, please provide us with analysis supporting why such disclosure is not required.

Response:

With
respect to Items 11, 13 and 14 and Note A of Schedule 14A, the Company believes that the instruction in Note A is inapplicable
to Proposal 1 and Proposal 2 because it does not involve a solicitation seeking stockholder approval of the authorization of additional
securities which are to be used to acquire another company.

Note
A to Schedule 14A acknowledges that certain proposals to be acted upon by stockholders may involve the matters described by, and
would therefore require the disclosure of information pursuant to, more than one item of Schedule 14A. Note A goes on to provide
an example of such circumstance “where a solicitation of security holders is for the purpose of approving the authorization
of additional securities which are to be used to acquire another specified company, and the registrant’s security holders
will not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation
with respect to the acquisition” (emphasis added).

The
Company believes that the Acquisition was not an acquisition of another company as contemplated by Schedule 14A. The purpose
of the Acquisition was for the Company to obtain certain license rights of Cystron under the License Agreement with Premas. Based
on discussions among transaction parties, the Company determined that, in lieu of Cystron assigning its rights under the License
Agreement to the Company, it would be more efficient for the Company to acquire Cystron since Cystron had no assets other than
its rights under the License Agreement. More specifically, Cystron was formed on March 10, 2020 for the sole purpose of entering
into the License Agreement on such date. Subsequently, Cystron had no paid employees, financial results or business operations
other than activities related to the Acquisition with the Company. As such, Cystron merely served as a holding company for rights
under the License Agreement, and the Company’s acquisition of Cystron was merely a legal construct to facilitate the acquisition
of the license rights by the Company. Given these facts, the Company believes that the Acquisition was an acquisition of assets
and not an acquisition of another company. This position is consistent with Accounting Standards Update 805 Business Combinations,
which provides that if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable
asset, the asset is not considered a business. Because the license rights granted under the License Agreement were the only assets
of Cystron, the Company believes that the Acquisition was an asset acquisition and not an acquisition of another business. As
such, the Company’s solicitation is not for the purpose of approving the authorization of additional securities which are
to be used to acquire another specified company; and, therefore, the Company believes that Note A is inapplicable to Proposal
1 and Proposal 2, and such proposals do not warrant the disclosures required by Items 11, 13 and 14.

Furthermore,
Proposal 1 and Proposal 2 seek stockholder approval, in accordance with Nasdaq Listing Rule 5635(a) of (i) the conversion of our
Series D Preferred Stock in excess of 20% of the Company’s common stock outstanding and (ii) the potential issuance of the
Company’s common stock in excess of 20% of the Company’s common stock outstanding in connection with milestone shares
that may become issuable in the future. While the Company, through the proposals, is asking its stockholders to approve the issuance
of additional securities, the additional securities to be issued will not be used for the purpose of acquiring Cystron. As disclosed
in the Proxy Statement, the Acquisition has already been fully consummated and the outcome of the vote on the proposals will have
no impact on the Acquisition or in any way facilitate or hinder the completed transaction.

Proposal
1 and Proposal 2 instead relate to the independent questions of whether (i) the Excess Shares may be issued upon the conversion
of the Company’s previously issued shares of Series D Preferred Stock in accordance with the Nasdaq listing rule 5635(a)
and (ii) the Milestone Shares may be issued upon the achievement of an Equity Triggering Milestone, respectively. The proposals
allow the Company’s stockholders to vote on what the capital structure of the Company will look like on a go-forward basis
after the Company’s Annual Meeting. The MIPA contemplates the potential failure to obtain stockholder approvals on the Excess
Shares and the Milestone Shares and requires the Company to seek stockholder approval of such shares every six months until the
approvals are obtained in the event stockholders do not approve each proposal. The Sellers were fully aware that the stockholder
approvals for the Excess Shares and the Milestone Shares may not be obtained, and if they are not obtained it will have no
impact on the validity of the Acquisition.

As
disclosed in the Proxy Statement, shares of the Company’s Series D Preferred Stock were issued as part of the consideration
issued in connection with the Acquisition consummated on March 24, 2020. Under the Company’s organizational documents, New
Jersey law and Nasdaq listing rules, the Company and its board of directors had full authority, without stockholder approval,
to issue the shares of Series D Preferred Stock and to consummate the Acquisition. No stockholder vote is being sought via the
Proxy Statement with respect to the authorization of the series of preferred stock. Rather, at the Annual Meeting, the Company’s
stockholders will be asked to vote on whether the Series D Preferred Stock will be convertible into shares of common stock in
excess of 20% of the Company’s common stock outstanding and in compliance with the Nasdaq listing rule 5635(a), such vote
being required only by the listing rules of the Nasdaq and not by New Jersey law or the Company’s organizational documents.
Also, the Milestone Shares are contingent on the achievement of an Equity Trigger Milestone and may and/or may not be issued in
the future. Whether the stockholders approve the conversion of the Series D Preferred Stock or the issuance of the Milestone Shares
will not have any bearing on the Acquisition, which was consummated regardless of whether stockholder approvals were sought or
received. Moreover, as disclosed in the Proxy Statement, the MIPA contemplates that, to the extent the Milestone Shares are not
approved by stockholders, the Company will be required to issue to the Sellers 750,000 shares of non-voting preferred stock. This
fact shows that the Acquisition fully considered the possibility of the failure to obtain the stockholder approvals on the issuance
of the Milestone Shares and was not meant to be hindered by such failure. Furthermore, as noted above, the Company has the authority
to issue preferred stock, absent stockholder approval. As such, if and when the Milestone Shares are issued, it will not be used
to acquire “another specific company” as cited in Note A. Therefore, the Company’s stockholders are essentially
being asked to decide whether they would prefer the Company to continue to have outstanding Series D Preferred Stock and/or to
potentially issue additional preferred stock in the future or whether they would prefer to replace the outstanding Series D Preferred
Stock into shares of common stock and/or to issue additional shares of common stock that the stockholders authorize.

The
Company respectfully notes that because the shares of common stock issuable upon approval Proposal 1 and Proposal 2 are the same
class as the Company’s currently outstanding common stock, the information called for by Item 202 of the Regulation S-K
is not required other than as set forth in Item 11(b). We believe that the current disclosure in the Proxy Statement covers the
requirements of Item 11. The Company’s common stock has no preemptive rights.

In
addition, Instruction 1 to Item 13 of Schedule 14A states that any or all of the information required by Item 13(a) not
material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. As disclosed above,
because Cystron is not a business and has no other assets, there is no meaningful information about Cystron, its operations
and financial results that could be presented to Company stockholders that would be material for the exercise of prudent
judgement in regard to Proposal 1 and Proposal 2. Furthermore, such financial statements or information about Cystron
would  be irrelevant to the stockholders’ decision because the Acquisition has already consummated and the only
issue before the stockholders is whether to render the necessary approvals to comply with the Nasdaq listing rule
5635(a).

In
light of the foregoing, the Company respectfully submits that the information required by Items 13 and 14 of Schedule 14A is inapplicable
to the decisions to be made by the Company’s stockholders with respect to Proposal 1 and Proposal 2. Such information, if
included in the Proxy Statement, may in fact cause confusion regarding the nature of Proposal 1 and Proposal 2 and mislead stockholders
into believing that by voting against such proposals they are voting against the consummation of the Acquisition.

***

If
you have any questions concerning the enclosed matters, please contact the undersigned at (212) 659-4974.

    Very
    truly yours,

    /s/
    Rick Werner

    Rick
    Werner, Esq.

    cc:
    Christopher
    C. Schreiber, Executive Chairman of the Board, Akers Biosciences, Inc.

    Jayun
Koo, Esq., Haynes and Boone LLP

United States securities and exchange commission logo
July 20, 2020
Christopher C. Schreiber
Executive Chairman of the Board
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Re:Akers Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 13, 2020
File No. 001-36268
Dear Mr. Schreiber:
            We have conducted a targeted reviewed your filing and have the following
comment.  Please respond to our comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to our comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 13 ,2020
Proposal 1, page 7
1.We note that in Proposals 1 and 2, pursuant to Nasdaq listing requirements, you seek
approval from shareholders for:  (1) the issuance of common stock in excess of 20% of
your outstanding common stock upon conversion of Series D convertible preferred stock;
and (2) the possible future issuance of common stock in excess of 20% of your
outstanding common stock in connection with future potential milestone payments; both
of which are pursuant to your acquisition of Cystron Biotech, Inc., as set forth in the
membership interests purchase agreement, as amended.  We note the stock will be
issued to members of Cystron Biotech, LLC, and to the extent shareholders do not
approve each proposal, you are required to continue seeking shareholder approval every
six months until shareholders do approve.  Please revise your preliminary proxy statement
to provide the disclosures required by Items 11, 13 and 14 of Schedule 14A with respect
to those matters, as applicable, pursuant to Note A of Schedule 14A. Alternatively, please
provide us with analysis supporting why such disclosure is not required.

 FirstName LastNameChristopher C.  Schreiber
 Comapany NameAkers Biosciences, Inc.
 July 20, 2020 Page 2
 FirstName LastName
Christopher C.  Schreiber
Akers Biosciences, Inc.
July 20, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

June
10, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Alan Campbell

    Re:

    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    Originally
    filed on May 22, 2020, as amended on June 5, 2020

    File
    No. 333-238631 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:30 p.m., Eastern
Time, on June 12, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    AKERS
    BIOSCIENCES, INC.

    By:

    /s/
    Christopher Schreiber

    Christopher
    Schreiber

    Executive
    Chairman of the Board of Directors and Director

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

June
5, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Mr. Alan Campbell

    Ms.
    Celeste Murphy

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    Filed
    May 22, 2020

    File
    No. 333-238631

Ladies
and Gentlemen:

On
behalf of Akers Biosiences, Inc. (the “Company” or “Akers”), we are writing to respond to
the comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated June 2, 2020 (the “Comment Letter”), to Christopher
Schreiber,  Executive Chairman of the Company, relating to the above referenced Registration Statement on Form S-3
(the “Registration Statement”). In connection with this response to the Comment Letter, the Company is contemporaneously
filing via EDGAR an amendment to the Registration Statement (“Amendment No. 1”), responding to the Staff’s
comments in the Comment Letter and updating the Registration Statement.

The
following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained
in the Comment Letter have been restated below in their entirety in bold type, with the Company’s corresponding responses
set forth immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment
No.1 in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment
No. 1. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Registration
Statement on Form S-3 filed May 22, 2020

Prospectus
Summary, Overview, Page 2

    1.
    We
    note your disclosure that Premas Biotech PVT Ltd, your partner company, has successfully completed its COVID-19 vaccine prototype.
    Please update your disclosure to clarify the current clinical or pre-clinical stage of development of the vaccine product
    candidate and the jurisdiction. Make clear the possibility that the FDA may not accept clinical trials performed in other
    jurisdictions and may require additional testing. Please also balance your disclosure by stating that you will need to submit
    an IND to the FDA and complete all phases of clinical trials before you can apply to receive marketing approval for this product
    candidate.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has updated the disclosure
under the heading “Overview” on page 2 of the prospectus contained in Amendment No. 1 and added additional risk factors
on pages 4 through 6 of the prospectus contained in Amendment No.1 in response to the Staff’s comment.

U.S.
Securities and Exchange Commission

June
5, 2020

Page
2

    2.
    If
    true, please also clarify that Premas has responsibility to develop the product candidate through proof of concept.

Response:

The
Company hereby clarifies that Premas has responsibility to develop the vaccine candidate through proof of concept and has made
the requested clarifying revisions under the heading “Overview” on page 2 of the prospectus contained in Amendment
No. 1.

    3.
    Please
    disclose the scope, jurisdiction and expiry date for each of the patents that are related to the COVID-19 vaccine product
    candidate. To the extent that neither you nor Premas have any patents related to the COVID-19 product candidate, please disclose.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has added the requested disclosure
under the heading “Overview” on page 2 of the prospectus contained in Amendment No. 1 to disclose the scope, jurisdiction
and expiry date for each of the patents that are related to the COVID-19 vaccine product candidate.

*
* *

Please
direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

    Very
    truly yours,

    Rick
A. Werner, Esq.

    cc:
    Christopher C. Schreiber, Akers Biosciences, Inc.

United States securities and exchange commission logo
June 2, 2020
Christopher Schreiber
Executive Chairman
Akers Biosciences, Inc.
201 Grove Road
Thorofare, NJ 08086
Re:Akers Biosciences, Inc.
Registration Statement on Form S-3
Filed May 22, 2020
File No. 333-238631
Dear Mr. Schreiber:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed May 22, 2020
Prospectus Summary
Overview, page 2
1.We note your disclosure that Premas Biotech PVT Ltd, your partner company, has
successfully completed its COVID-19 vaccine prototype. Please update your disclosure to
clarify the current clinical or pre-clinical stage of development of the vaccine product
candidate and the jurisdiction.  Make clear the possibility that the FDA may not accept
clinical trials performed in other jurisdictions and may require additional testing.  Please
also balance your disclosure by stating that you will need to submit an IND to the FDA
and complete all phases of clinical trials before you can apply to receive marketing
approval for this product candidate.

 FirstName LastNameChristopher Schreiber
 Comapany NameAkers Biosciences, Inc.
 June 2, 2020 Page 2
 FirstName LastName
Christopher Schreiber
Akers Biosciences, Inc.
June 2, 2020
Page 2
2.If true, please also clarify that Premas has responsibility to develop the product candidate
through proof of concept.
3.Please disclose the scope, jurisdiction and expiry date for each of the patents that are
related to the COVID-19 vaccine product candidate. To the extent that neither you nor
Premas have any patents related to the COVID-19 product candidate, please disclose.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick A. Werner, Esq.

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

April
6, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention:
Paul Fischer

    Re:

    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3, originally filed on November 1, 2019

    File
    No. 333-234449 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 9:30 a.m.,
Eastern Time, on April 7, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    AKERS
BIOSCIENCES, INC.

    By:

    /s/
    Christopher Schreiber

    Christopher
    Schreiber Executive Chairman of the Board of Directors and Director

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

March
24, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention:
Paul Fischer

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3, originally filed on November 1, 2019

    File
    No. 333-234449 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

We
hereby request the withdrawal of our request for acceleration, dated March 23, 2020, of the effective date of the Registration
Statement that was requested to become effective at 4:00 p.m., Eastern Time, on March 24, 2020, or as soon thereafter as practicable.

    Very
                                         truly yours,

        AKERS
        BIOSCIENCES, INC.

    By:

    /s/
    Christopher Schreiber

    Christopher
    Schreiber

    Executive Chairman of the Board of Directors and Director

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

March
23, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Paul Fischer

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3, originally filed on November 1, 2019

    File
    No. 333-234449 (the “Registration Statement”)

    Request
for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern
Time, on March 24, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    AKERS
    BIOSCIENCES, INC.

    By:

    /s/
    Christopher Schreiber

    Christopher
    Schreiber

 Executive Chairman of the Board of Directors and Director

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

December 5, 2019
Christopher Schreiber
Executive Chairman
Akers Biosciences, Inc.
201 Grove Road
Thorofare, NJ 08086
Re:Akers Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 25, 2019
File No. 001-36268
Dear Mr. Schreiber:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sarah Williams, Esq.

CORRESP
1
filename1.htm

December
3, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-234447), as amended - Concurrence in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, pursuant to Rule
461 under the Securities Act of 1933, as amended (the “Securities Act”), hereby concurs in the request by Akers
Biosciences, Inc. that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to 9:00 A.M. (Eastern Time), or as soon as practicable thereafter, on December 5, 2019, or at such later time as
the Registrant or its outside counsel, Ellenoff Grossman & Schole LLP, may orally request by telephone call to the staff that
such Registration Statement be declared effective. Wainwright affirms that it is aware of its obligations under the Securities
Act in connection with this offering.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

Wainwright
hereby represents that it is acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under
the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

    Very
    truly yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark Viklund

    Name:
    Mark
    Viklund

    Title:
    Chief
    Executive Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
NJ 08086

Telephone:
(856) 848-8698

December
3, 2019

VIA
EDGAR

Paul
Fischer

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

    Re:
    Akers Biosciences,
    Inc.

    Registration Statement
    on Form S-1

    Filed November 1,
    2019, as amended

    File No. 333-234447

Dear
Mr. Fischer:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 9:00 a.m. EST
on Thursday, December 5, 2019, or as soon as thereafter practicable. The Company hereby represents to the U.S. Securities &
Exchange Commission that the Company is not required to obtain stockholder approval to increase the number of authorized shares
of common stock in order to consummate the public offering pursuant to the above mentioned Registration Statement.

    Very
    truly yours,

    /s/
    Christopher C. Schreiber

    Christopher
    C. Schreiber

    Executive
    Chairman of the Board of Directors

    cc:
    Ellenoff
    Grossman & Schole LLP

    Haynes and Boone, LLP

November 8, 2019
Christopher Schreiber
Executive Chairman
Akers Biosciences, Inc.
201 Grove Road
Thorofare, NJ 08086
Re:Akers Biosciences, Inc.
Registration Statement on Form S-3
Filed on November 1, 2019
File No. 333-234449
Dear Mr. Schreiber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sarah Williams

December 14, 2017
John J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Re:Akers Biosciences, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 14, 2017
File No. 333-221746
Dear Mr. Gormally:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed December 14, 2017
Cover Page
1.We note that you have not included the amount of securities that are included in the over-
allotment option.  We also note that the underwriter may purchase additional shares of
common stock "and/or" warrants.  Please revise here and elsewhere as appropriate to
clearly indicate the amount of each security that will be included in the over-allotment
option.

 FirstName LastNameJohn J. Gormally
 Comapany NameAkers Biosciences, Inc.
 June 16, 2017 Page 2
 FirstName LastName
John J. Gormally
Akers Biosciences, Inc.
December 14, 2017
Page 2
Series B Convertible Preferred Stock, page 87
2.We note that you have not indicated the number of shares of authorized preferred stock
and the number designated as Series B Convertible Preferred Stock.  In addition, we note
that Exhibit 3.7 contains similar blanks and it appears that you have not executed or filed
the certificate.  Please tell us whether these shares will be authorized prior to
effectiveness, and revise your prospectus as appropriate.  If not, please advise how the
shares you are registering are duly authorized and how counsel can provide such an
opinion.
Exhibit 5.1
3.We note the language that the legal opinion "is furnished in connection with the filing of
the Registration Statement and may not be relied upon for any other purpose without our
prior written consent in each instance" and that "no portion of this letter may be quoted,
circulated or referred to in any other document for any other purpose without our prior
written consent."  Purchasers in the offering are entitled to rely on the legal opinion.
Please have counsel remove this language from the legal opinion.
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joseph Lucosky - Lucosky Brookman LLP

CORRESP
1
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Joseph Gunnar & Co., LLC

30 Broad Street, 11th Floor, New York, NY  10004

December
15, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Attention: Irene Paik

    Re:
    Akers Biosciences,
                                         Inc.

    Registration
                                         Statement on Form S-1 (File No. 333-221746)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Joseph Gunnar
& Co., LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on December 18, 2017, or as soon thereafter as
practicable.

Pursuant to Rule 460 under the
Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Very truly yours,

    Joseph Gunnar & Co., LLC

    By: /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking/Underwriting

December 15, 2017
John J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Re:Akers Biosciences, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 15, 2017
File No. 333-221746
Dear Mr. Gormally:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 14, 2017 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed December 15, 2017
Cover Page
1.We note your revisions in response to our prior comment one.   Please revise your
disclosure further to clarify whether the underwriter will purchase common stock and
warrants as a Class A Unit or have the option to purchase each security individually if the
over-allotment option is exercised.  In addition, please include the securities included in
the over-allotment option in the registration fee table and have counsel account for these
securities in the legal opinion filed as Exhibit 5.1.

 FirstName LastNameJohn J. Gormally
 Comapany NameAkers Biosciences, Inc.
 June 16, 2017 Page 2
 FirstName LastName
John J. Gormally
Akers Biosciences, Inc.
December 15, 2017
Page 2
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joseph Lucosky - Lucosky Brookman LLP

CORRESP
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Akers Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

December
15, 2017

VIA
EDGAR

Irene
Paik

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Akers
    Biosciences, Inc.

Amendment
No. 3 to Registration Statement on Form S-1

Filed
December 15, 2017

File
No. 333-221746

Dear
Ms. Paik:

By
letter dated December 15, 2017, the staff (the “Staff,” “you” or “your”)
of the U.S. Securities & Exchange Commission (the “Commission”) provided Akers Biosciences, Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Amendment
No. 3 to Registration Statement on Form S-1 filed on December 15, 2017. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. We are filing Amendment No. 3 to the Registration Statement on Form
S-1 (the “Filing”) along with this response letter. For your convenience, the comments are listed below, followed
by the Company’s responses.

Amendment
No. 3 to Registration Statement on Form S-1 filed December 15, 2017

Cover
Page

    1.
    We
    note your revisions in response to our prior comment one. Please revise your disclosure further to clarify whether the underwriter
    will purchase common stock and warrants as a Class A Unit or have the option to purchase each security individually if the
    over-allotment option is exercised. In addition, please include the securities included in the over-allotment option in the
    registration fee table and have counsel account for these securities in the legal opinion filed as Exhibit 5.1.

Response: As
further discussed with the Commission, the only additional disclosure required at this time is an updated legal opinion
accounting for the over-allotment. We have prepared an updated legal opinion to be included in an exhibits only amendment to
the Filing.

John
J. Gormally

Akers
Biosciences, Inc.

December
15, 2017

Page
2

Thank
you for your assistance in reviewing this filing.

Very
Truly Yours,

    /s/ John J. Gormally

John
J. Gormally

Chief
Executive Officer

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

CORRESP
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AKERS
BIOSCIENCES, INC.

201
GROVE ROAD

THOROFARE,
NJ 08086

December
15, 2017

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Irene Paik

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-221746

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated
so that it will be declared effective at 5:00 p.m. Eastern Time on Monday, December 18, 2017, or as soon thereafter as possible.

*
* * *

    Very
    Truly Yours,

    Akers
    Biosciences, Inc.

    /s/
    John J. Gormally

    John
    J. Gormally

    Chief
    Executive Officer

CORRESP
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Akers Biosciences, Inc.

201 Grove Road

Thorofare, NJ 08086

(856) 848-2116

December 14, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Irene Paik and Erin Jaskot

    Re:
    Akers Biosciences, Inc. – Withdrawal of Acceleration Request

    Registration Statement on Form S-1

    File No. 333- 221746

Ladies and Gentlemen:

Reference is made to our
letter, filed as correspondence via EDGAR on December 13, 2017, in which we requested the acceleration of the effective date of
the above-referenced Registration Statement for Thursday, December 14, 2017, at 5:00 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

    AKERS BIOSCIENCES, INC.

    By:
    /s/ John J. Gormally

        John J. Gormally

        Chief Executive Officer

CORRESP
1
filename1.htm

Akers
Biosciences, Inc.

201
Grove Road

Thorofare,
New Jersey 08086

December 14, 2017

VIA EDGAR

Irene Paik

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Akers Biosciences, Inc.

Amendment
No. 2 to Registration Statement on Form S-1

Filed December 14, 2017

File
No. 333-221746

Dear
Ms. Paik:

By letter dated December 14, 2017, the staff
(the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission
(the “Commission”) provided Akers Biosciences, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amendment No. 2 to Registration Statement
on Form S-1 filed on December 14, 2017. We are in receipt of your letter and set forth below are the Company’s responses
to the Staff’s comments. We are filing Amendment No. 3 to the Registration Statement on Form S-1 (the “Filing”)
along with this response letter. For your convenience, the comments are listed below, followed by the Company’s responses.

Amendment
No. 2 to Registration Statement on Form S-1 filed December 14, 2017

Cover
Page

 1. We note that you have not included the amount of securities
that are included in the overallotment option. We also note that the underwriter may purchase additional shares of common stock
"and/or" warrants. Please revise here and elsewhere as appropriate to clearly indicate the amount of each security that
will be included in the over-allotment option.

Response:
In response to the Staff’s comment, we have disclosed in the Filing here and elsewhere the amount of each security (the
shares of common stock and the warrants) that will be included in the over-allotment option.

John
J. Gormally

Akers Biosciences, Inc.

December 14, 2017

Page
2

Series
B Convertible Preferred Stock, page 87

 2. We note that you have not indicated the number of shares
of authorized preferred stock and the number designated as Series B Convertible Preferred Stock. In addition, we note that Exhibit
3.7 contains similar blanks and it appears that you have not executed or filed the certificate. Please tell us whether these shares
will be authorized prior to effectiveness, and revise your prospectus as appropriate. If not, please advise how the shares you
are registering are duly authorized and how counsel can provide such an opinion.

Response:
In response to the Staff’s comment, we have included in the Filing the number of shares of authorized preferred stock
and the number of shares authorized by our Board of Directors to be designated as Series B Convertible Preferred Stock. We have
also clarified that we will file the Series B Preferred Certificate of Designation (i) following the effectiveness of the registration
statement and (ii) prior to the closing of this offering.

Exhibit
5.1

 3. We note the language that the legal opinion "is
furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without
our prior written consent in each instance" and that "no portion of this letter may be quoted, circulated or referred
to in any other document for any other purpose without our prior written consent." Purchasers in the offering are entitled
to rely on the legal opinion. Please have counsel remove this language from the legal opinion.

Response:
In response to the Staff’s comment, we have filed a new Exhibit 5.1 and the paragraph in question has been deleted.

Thank
you for your assistance in reviewing this filing.

Very
Truly Yours,

/s/ John J. Gormally

John J. Gormally

Chief Executive Officer

Akers Biosciences, Inc.

201 Grove Road

Thorofare, New Jersey 08086

CORRESP
1
filename1.htm

 Joseph
Gunnar & Co., LLC

30 Broad Street, 11th Floor, New York,
NY  10004

December 14, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Irene Paik and Erin Jaskot

    Re:
    Akers Biosciences, Inc. – Withdrawal of Acceleration Request

    Registration Statement on Form S-1

    File No. 333- 221746

Ladies and Gentlemen:

Reference is made to our
letter, filed as correspondence via EDGAR on December 13, 2017, in which we requested the acceleration of the effective date of
the above-referenced Registration Statement for Thursday, December 14, 2017, at 5:00 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    Joseph Gunnar & Co.,
LLC

    By:
    /s/ Eric Lord

    Name:
     Eric Lord

    Title:
    Head of Investment

Banking/Underwritings

CORRESP
1
filename1.htm

Joseph Gunnar & Co., LLC

30 Broad Street, 11th Floor, New York,
NY  10004

December 13, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Attention: Irene Paik

Re:

    Akers
                           Biosciences, Inc.

Registration
Statement on Form S-1 (File No. 333-221746)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Joseph Gunnar
& Co., LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on December 14, 2017, or as soon thereafter as
practicable.

Pursuant to Rule 460 under the
Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Very truly yours,

    Joseph Gunnar & Co.,
LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking/Underwritings

CORRESP
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Akers Biosciences, Inc.

201 Grove Road

Thorofare, New Jersey 08086

December 13, 2017

VIA EDGAR

Irene Paik

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Akers Biosciences, Inc.

Amendment No. 1 to Registration Statement
on Form S-1

Filed December 11, 2017

File No. 333-221746

Dear Ms. Paik:

By letter dated December 12, 2017, the
staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange
Commission (the “Commission”) provided Akers Biosciences, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amendment No. 1 to Registration Statement
on Form S-1 filed on December 11, 2017. We are in receipt of your letter and set forth below are the Company’s responses
to the Staff’s comments. We are filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Filing”)
along with this response letter. For your convenience, the comments are listed below, followed by the Company’s responses.

Prospectus Cover Page, page i

1. We note that there is no established public trading market for the Series B Preferred Stock.
Please provide a fixed price at which you are offering the Series B Preferred Stock, or provide an analysis as to why this is not
required. Refer to Item 501(b)(3) of Regulation S-K.

Response: In response to the Staff’s
comment, we have disclosed in the Filing that we are offering the Series B Preferred Stock at a price of $1,000 per share.

John J. Gormally

Akers Biosciences, Inc.

December
13, 2017

Page 2

Incorporation of Information by Reference, page 100

2. We note that you have incorporated by reference in your registration statement information specifically
incorporated by reference in your Form 10-K from your definitive proxy statement on Schedule 14A. Please amend your registration
statement to incorporate by reference the entire definitive proxy statement as required by Item 12(a)(2) of Form S-1.

Response: In response
to the Staff’s comment, we have incorporated by reference in the Filing the entire definitive proxy statement as required
by Item 12(a)(2) of Form S-1.

Exhibits

3. Please have counsel revise Exhibit 5.1 to opine on the legality of the Series B Preferred Stock
and the Common Stock issuable upon conversion of Series B Preferred Stock.

Response: In response to the Staff’s
comment, we have filed a new Exhibit 5.1 that opines on the legality of the following: (i) Class A Units (the “Class A Units”),
with each Class A Unit consisting of one share of the Company’s common stock, no par value per share (the “Common Stock”),
and one warrant to purchase one share of Common Stock (“Warrant”) at an exercise price equal to 125% of the public
offering price of the Class A Units per whole share of common stock; (ii) Class B Units (the “Class B Units”), with
each Class B Unit consisting of one share of Series B Convertible Preferred Stock, no par value per share (the “Series B
Convertible Preferred Stock”), together with the equivalent number of Warrants as would have been issued to such purchaser
of Class B Units if they had purchased Class A Units based on the public offering price for the Class A Units; (iii) Common Stock
issuable upon conversion of the Series B Convertible Preferred Stock as set forth in the Certificate of Designation for the Series
B Convertible Preferred Stock, the form of which is filed as an exhibit to the Registration Statement; (iv) Common Stock issuable
upon exercise of the Warrants; and (v) shares of the Company’s common stock, no par value per share, underlying the Warrants
issued to the underwriter .

Thank you for your assistance in reviewing
this filing.

Very Truly Yours,

/s/ John J. Gormally

John J. Gormally

Chief Executive Officer

Akers Biosciences, Inc.

201 Grove Road

Thorofare, New Jersey 08086

CORRESP
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AKERS
BIOSCIENCES, INC.

201
GROVE ROAD

THOROFARE,
NJ 08086

December
13, 2017

VIA
EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Paik

    Re:

    Akers
                           Biosciences, Inc.

Registration
Statement on Form S-1

File No. 333-221746

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at
5:00 p.m. Eastern Time on Thursday, December 14, 2017, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Akers Biosciences, Inc.

    /s/ John J. Gormally

    John J. Gormally

    Chief Executive Officer

December 12, 2017
John J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Re:Akers Biosciences, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 11, 2017
File No. 333-221746
Dear Mr. Gormally:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-1 filed December 11, 2017
Prospectus Cover Page , page i
1.We note that there is no established public trading market for the Series B Preferred
Stock. Please provide a fixed price at which you are offering the Series B Preferred
Stock, or provide an analysis as to why this is not required.  Refer to Item 501(b)(3) of
Regulation S-K.

 FirstName LastNameJohn J. Gormally
 Comapany NameAkers Biosciences, Inc.
 June 16, 2017 Page 2
 FirstName LastName
John J. Gormally
Akers Biosciences, Inc.
December 12, 2017
Page 2
Incorporation of Information by Reference, page 100
2.We note that you have incorporated by reference in your registration statement
information specifically incorporated by reference in your Form 10-K from your
definitive proxy statement on Schedule 14A. Please amend your registration statement to
incorporate by reference the entire definitive proxy statement as required by Item
12(a)(2) of Form S-1.
Exhibits
3.Please have counsel revise Exhibit 5.1 to opine on the legality of the Series B Preferred
Stock and the Common Stock issuable upon conversion of Series B Preferred Stock.
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joseph Lucosky - Lucosky Brookman LLP

December 4, 2017
John J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Akers Biosciences, Inc.
Registration Statement on Form S-1
Filed November 24, 2017
File No. 333-221746Re:
Dear Mr. Gormally:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joseph Lucosky - Lucosky Brookman LLP

CORRESP
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AKERS
BIOSCIENCES, INC.

201
GROVE ROAD

THOROFARE,
NJ 08086

June
29, 2017

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-217390

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Akers Biosciences, Inc. hereby
respectfully requests that the effective date of the above-captioned Registration Statement be accelerated
so that it will be declared effective at 4:00 p.m. Eastern Time on Friday, June 30, 2017, or as soon thereafter as possible.

Very
Truly Yours,

Akers
Biosciences, Inc.

/s/
John J. Gormally

John
J. Gormally

Chief
Executive Officer

CORRESP
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AKERS
BIOSCIENCES, INC.

201
GROVE ROAD

THOROFARE,
NEW JERSEY 08086

June
5, 2017

Johnny
Gharib

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    Filed
    April 19, 2017

    File
    No. 333-217390

Dear
Mr. Gharib:

By
letter dated May 4, 2017, the staff (the “Staff,” “you” or “your”) of
the U.S. Securities & Exchange Commission (the “Commission”) provided Akers Biosciences, Inc. (the “Company,”
“we,” “us” or “our”) with the Staff’s comment to the Company’s
Registration Statement on Form S-3 filed on April 19, 2017 (the “Registration Statement”). We are in receipt
of your letter and set forth below is the Company’s response to the Staff’s comment. For your convenience, the comment
is listed below, followed by the Company’s response.

General

    1.
    Your
    May 18, 2016 Form 8-K filed pursuant to Item 5.03 indicates that the event occurred on May 11, 2016. As such, your Form 8-K
    was not filed in a timely manner, and you are not eligible at this time to register the offering on Form S-3. Please see General
    Instruction I.A.3(b) of Form S-3. Accordingly, please withdraw your registration statement on Form S-3 and, as applicable,
    file a new registration statement on Form S-1.

RESPONSE:
The Company’s current report on Form 8-K filed with the Commission on May 18, 2016 (the “Form 8-K”) was
filed in a timely manner, though it appears on its face to have been filed late due to an incorrect date of report. The Form 8-K
discloses an amendment to the Company’s by-laws (the “Amendment”), changing the quorum requirement for
meetings of the Company’s stockholders. The date of the Form 8-K reflects the date the Company’s Board of Directors
(the “Board”) authorized the Company’s in-house and outside counsel to begin drafting proposed language
for the Amendment, not the date the Amendment was adopted. Below is a summary of relevant events related to the Amendment and
the filing of the 8-K.

    ●
    On
    May 11, 2016 (the date the Form 8-K incorrectly lists as the date of report), the Board authorized the Company’s in-house
    and outside counsel to commence the Amendment process by drafting proposed Amendment language.

    ●
    On
    or about May 14, 2016, our outside counsel provided us with proposed Amendment language which our in-house counsel reviewed,
    revised, then circulated to the Board on May 14th and 15th.

    ●
    Following
    comment by the Board, our in-house counsel requested and received approval of the Amendment by the Board on May 16, 2016 (the
    “Approval”).

Pursuant
to the foregoing, the adoption of the Amendment (the reportable event) occurred upon the Approval on May 16, 2016 and the Form
8-K, filed two business days later, was timely. Despite being timely, the Form 8K appears late because it incorrectly listed the
date the Board authorized the Company’s in-house and outside counsel to commence the Amendment process by drafting proposed
language (May 11, 2016).

Thank
you for your assistance in reviewing this filing.

    Very
    Truly Yours,

    /s/
    John     J. Gormally

    John
    J. Gormally

    Chief
    Executive Officer

    Akers
    Biosciences, Inc.

May 4, 2017
John J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, NJ 08086
Akers Biosciences, Inc.
Registration Statement on Form S-3
Filed April 19, 2017
File No. 333-217390Re:
Dear Mr. Gormally:
        We have limited our review of your registration statement to the issue we have addressed
in our comment.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.
        If you do not believe our comments apply to your facts and circumstances, please tell us
why in your response.
        After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed April 19, 2017
General
Your May 18, 2016 Form 8-K filed pursuant to Item 5.03 indicates that the event
occurred on May 11, 2016.  As such, your Form 8-K was not filed in a timely manner,
and you are not eligible at this time to register the offering on Form S-3.  Please see
General Instruction I.A.3(b) of Form S-3.  Accordingly, please withdraw your registration
statement on Form S-3 and, as applicable, file a new registration statement on Form S-1. 1.
        We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

John J. Gormally
Akers Biosciences, Inc.
2 PageMay 4, 2017
        Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
        You may contact Johnny Gharib at (202) 551-3170 or Joseph McCann at (202) 551-
6262 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
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AKERS
BIOSCIENCES, INC.

201
GROVE ROAD

THOROFARE,
NJ 08086

November
15, 2016

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Akers
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-214214

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Akers Biosciences, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated
so that it will be declared effective at 9:00 a.m. Eastern Time on Wednesday, November 16, 2016, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Akers
    Biosciences, Inc.

    /s/
    John Gormally

    John
    Gormally

    Chief
    Executive Officer

Mail Stop 4546
November 8, 2016

John J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086

Re: Akers Biosciences, Inc.
  Registration Statement on Form S-3
Filed October 24, 2016
  File No. 333-214214

Dear Mr. Gormally :

 This is to advise you that we have not reviewed and will not review your registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with a ny questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Joseph M. Lucosky, Esq.

CORRESP
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AEGIS CAPITAL CORP.

810 Seventh Avenue – 18th
Floor

New York, New York 10019

January 17, 2014

VIA EDGAR

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Attention: Jeffrey P. Riedler, Assistant Director

    Re:
    Akers Biosciences, Inc.

    Registration Statement on Form S-1

    (File No. 333-190456)

Dear Mr. Riedler:

Acting on behalf of
the several underwriters, we hereby join in the request of General Finance Corporation that the effective date of the above-captioned
Registration Statement be accelerated so that it will become effective at 5:15 p.m., Eastern Time, on January 22, 2014, or as soon
thereafter as practicable.

Pursuant to Rule 461
of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we,
acting on behalf of the several underwriters, wish to advise you that, between December 30, 2013 and January 17, 2014, we distributed
approximately 725 copies of the Preliminary Prospectus dated December 30, 2013.

We confirm that we
are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses. We have been informed by the
other underwriters and dealers participating in the distribution of this offering that such persons have and will comply with Rule
15c2-8 with respect to the distribution of Prospectuses.

    Very Truly Yours,

    By:   AEGIS CAPITAL CORPORATION

    By:
    /s/ David Bocchi

    Name:
    David Bocchi

    Title:
    Managing Director

CORRESP
1
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AKERS
bioscienceS, inc.

201
GROVE ROAD

THOROFARE,
NJ 08086

January
17, 2014

Via
E-mail

Jeffrey P. Riedler

Assistant Director

U.S. Securities & Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Akers Bioscience, Inc.

    Registration Statement on Form S-1/A

    Filed on January 22, 2014

    File No. 333-190456

Dear Mr.
Riedler:

Akers Biosciences, Inc.
(the “Company”) respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the
effective date of the above captioned Registration Statement (the “Filing”) so that it may become effective at
5:15 p.m. Eastern Standard Time on January 22, 2014 or as soon thereafter as practicable. The Company would also appreciate
telephone notice of such effectiveness to Joseph Lucosky at (732) 395-4402.

In connection with the Company’s
request for acceleration of effectiveness of the Filing , the Company acknowledges the following:

 (1) Should the Commission or the staff, acting pursuant to delegated authority,
declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

 (2) The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Filing; and

 (3) The Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very Truly Yours,

/s/ Thomas A. Nicolette

Thomas A. Nicolette

Chief Executive Officer

Akers Biosciences, Inc.

November 26 , 2013

Via E -mail
Thomas A. Nicolette
Chief Executive Officer, President and Director
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086

Re: Akers Biosciences, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed November 1 8, 2013
  File No. 333 -190456

Dear Mr. Nicolette :

We have reviewed your amended registration statement  and your response letter da ted
November 18, 2013 to our comment letter dated November 14, 2013 and  we have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing t he
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in a response.

After reviewing any amendment to your registration state ment and the information you
provide in response to these  comments, we may have  additional comments.

Consolidated Financial Statements
Nine Months ended September 30, 2013 and 2012
Note 20 --Subsequent Events, page F -16

1. As a reminder, please disclose any equity issuances made subsequent to the latest balance
sheet date, such as common stock, preferred stock, options, warrants, etc.  Provide us an
analysis of how you determined the fair value of the common stock and your i ntended
accounting treatment for any transactions.  Disclose the reasons for any differences
between the fair value used for th ese equity issuances and your anticipated IPO price.

2. As adjusted for the 1 for 156 reverse stock split , the purchase price of t he 80 million
shares issued in June 2013 appeared to equate to $3.12 per share. We may have further
comments, regarding the differe nce between this $3.12  price per share and your
anticipated IPO price.

Thomas A. Nicolette
Akers Biosciences, Inc.
November 26, 2013
Page 2

 Consolidated Financial Statements
Years Ended Decembe r 31, 2012 and 2011
General

3. Please retroactively adjust all share s and per share amounts for the 1 for 156 reverse
stock split that took effect on November 22, 2013.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and i ts management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective d ate
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accu racy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Thomas A. Nicolette
Akers Biosciences, Inc.
November 26, 2013
Page 3

 You may contact Frank Wyman  at (202) 551 -3660 or Mary Mast at (202) 551 -3613  if
you have questions regarding comments on the financial statements and relat ed matters.  Please
contact S cot Foley  at (202) 551 -3383, Bryan Pitko at (202) 551 -3203  or me at (202) 551 -3715
with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

cc:  Joseph Lucosky, Esq.
 Lucosky Brookman LLP
 101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830

November 14 , 2013

Via E -mail
Thomas A. Nicolette
Chief Executive Officer, President and Director
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086

Re: Akers Biosciences, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed November 1 , 2013
  File No. 333 -190456

Dear Mr. Nicolette :

We have reviewed your amended registration statement  and your  response letter dated
November 1,  2013 to our comment letter dated October 23, 2013 and have the following
additional comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing t he
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in a response.

After reviewing any subsequent amendment to your registration state ment and the
information you provide in response to these  comments, we may have  additional comments.

Consolidated Financial Statements
Six Months ended June 30, 2013 and 2012
Note 19 -Subsequent Events, page F -14

1. Please refer to prior comment 6. As a reminder, please disclose any equity issuances
made subsequent to the balance sheet date, such as common stock, preferred stock,
options, warrants, etc.  Provide us an analysis of how you determined the fair value of the
common stock and your intended acco unting treatment for any transactions.  Disclose the
reasons for any differences between the fair value used for the equity issuances and your
anticipated IPO price.

Thomas A. Nicolette
Akers Biosciences, Inc.
November 14 , 2013
Page 2

 Note 18 -Subsequent Events, page F -36

2. Please refer to prior comment 8. We acknowledge  your plan to implement a reverse stock
split prior to the planned offering. We may have further comments, regarding the
difference between the $0.02 price per share and your anticipated IPO price, once the IPO
price has been set.

We urge all persons who  are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending reg istration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Thomas A. Nicolette
Akers Biosciences, Inc.
November 14 , 2013
Page 3

 You may conta ct Frank Wyman  at (202) 551 -3660 or Mary Mast at (202) 551 -3613  if
you have questions regarding comments on the financial statements and related matters.  Please
contact S cot Foley  at (202) 551 -3383, Bryan Pitko at (202) 551 -3203  or me at (202) 551 -3715
with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

cc:  Joseph Lucosky, Esq.
 Lucosky Brookman LLP
 101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830

October 23, 2013

Via E -mail
Thomas A. Nicolette
Chief Executive Officer, President and Director
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086

Re: Akers Biosciences, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed October 8, 2013
  File No. 333 -190456

Dear Mr. Nicolette :

We have reviewed your amended registration statement  and your response letter dated
October 8, 2013 to our comment letter dated September 3, 2013 and have the following
additional comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing t he
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in a response.

After reviewing any amendment to your registration state ment and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your response to prior comment 2  It is also inappropriate for your underwriters
to state that they have not independent verified any of the information included in your
registration statement. Please remove any such reference from your filing.

Dilution, page 30

2. We note your response to prior comment 22. Please revise the table illustrating dilution
per share to new investors to show separate captions for historical net tangible book value
per share at June 30, 2013 and the effect of the convers ion of 50,000,000 shares of Series
A Preferred Stock immediately prior to the consummation of this offering .

Thomas A. Nicolette
Akers Biosciences, Inc.
October 23, 2013
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
32

3. We note your response to prior comment 23.  In  your description of your recent equity
financing, please specify that your secondary public offering related to your common
shares traded on the AIM market of the London Stock Exchange.

Research and Development Expenses, page 34

4. We note your response to comment 26.  Please clearly state that you do not track research
and development costs by major product, either for external or internal costs, if such is
the case.  Consider providing an alternative breakdown such as distinguishing betwee n
Class I, Class II, and Class III devices.  This disclosure  helps provide informa tion
necessary to understand your  pipeline and trends by division.  To the extent that
management has information available by therapeutic class, we believe that further
enha nces the understanding of R&D expense and trends.

Financial Statements
General

5. We note your response to prior  comment 38.  Please revise the Statements of Operations
to disclose related party transactions on the face of the financial statements, includ ing the
transactions with Chubeworks, as required by Rule 4 -08(k) of Regulation S -X.

Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2013 and the
Six Months Ended June 30, 2012
Note 19 -Subsequent Events, page F -14

6. As a remi nder, p lease disclose any equity issuances made subsequent to the balance sheet
date, such as common stock, preferred stock, options, warrants, etc.  Provide us an
analysis of how you determined the fair value of the common stock and your intended
accounti ng treatment for any transactions.  Disclose the reasons for any differences
between the fair value used for the equity issuances and your anticipated IPO price.

Thomas A. Nicolette
Akers Biosciences, Inc.
October 23, 2013
Page 3

 Consolidated Financial Statements for the Year Ended December 31, 2012 and the Year Ended
December 31, 2011
Note 18 -Subsequent Events, page F -36

7. We note your response to  prior comment 47. We acknowledge the information provided
in your response but continue to have difficulty in understanding the basis for your
accounting treatment. Please prov ide us an analysis of your application of guidance in
ASC 605 -25-25 and 30 in determining the accounting treatment for all deliverables under
the Amended License and Supply Agreement with Chubeworks, as well as the
simultaneous sale of your 20% interest in  en (10) to Chubeworks and its purchase of 80
million shares of your common stock.  Refer to ASC 605 -25-3 and provide the required
disclosures under ASC 605 -25-50.

8. We note your response to prior comment 48. Please provide additional disclosure to
explain the difference between the $0.02 price per share and your anticipated IPO price.
We may have further comments once the IPO price has been set.

We urge all persons who are responsible for t he accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts  relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Thomas A. Nicolette
Akers Biosciences, Inc.
October 23, 2013
Page 4

 adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

You may contact Frank Wyman  at (202) 551 -3660 or Mary Mast at (202) 551 -3613  if
you have questions regarding comments on the financial statements and related matters.  Please
contact S cot Foley  at (202) 551 -3383, Bryan Pitko at (202) 551 -3203  or me at (202) 551 -3715
with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

cc:  Joseph Lucosky, Esq.
 Lucosky Brookman LLP
 101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830

September 3, 2013

Via E -mail
Thomas A. Nicolette
Chief Executive Officer, President and Director
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086

Re: Akers Biosciences, Inc.
Registration Statement on Form S -1
Filed August 7, 2013
  File No. 333 -190456

Dear Mr. Nicolette :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do  not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Summary
Genera l

1. Please note that when you file a pre -effective amendment containing pricing -related
information, we may have additional comments.   As you are likely aware, you must file
this amendment prior to circulating the prospectus.   Please note that when you file  a pre -
effective amendment that includes your price range, it must be bona fide.   We interpret
this to mean that your range may not exceed $2 if you price up to $10 and 20% if you
price above $10.

2. Please confirm that the images included in your registration statement are all of the
graphic, visual or photographic information  you will be including.  If you intend to use
any additional images, please provide us proofs of such materials .  Please note t hat we
may have comments regarding this material.

Thomas A. Nicolette
Akers Biosciences, Inc.
Septembe r 3, 2013
Page 2

 3. Please revise your prospectus to remove your statement on page 1 that you have not
independently verified market and industry data from third -party sources and prepared by
management.  It is not appropriat e to directly or indirectly disclaim liability for
information in the registration statement.

4. Please include in this part of your disclosure a brief description of your platform
technologies, as well as both your marketed products and your pipeline produc ts.

5. Please revise your disclosure to provide a summary of the material risks concerning your
company and your proposed offering, including but not necessarily limited to the
following:

 Your history of operating losses, including your large accumulated d eficit, and
your inability to date to achieve profitability;

 Your reliance on a small number of customers for the vast majority of your
revenues;

 Your need for additional capital to support your operations and the possibility that
you may not be able to obtain such capital;

 Your limited marketing resources and sales capabilities and your resulting
dependence on distributors; and

 The disproportionate share ownership by your directors, executive officers and
affiliates and the lack of influence your share holders will have over corporate
affairs.

Market Overview, page 3

6. Please identify your products that have received FDA clearance for over -the-counter use
and your other products that do not fall within the oversight of regulatory authorities in
this sec tion and elsewhere, as necessary, throughout your registration statement.

Risk Factors
Risks Related to the Company and Our Business
“We have a history of operating losses and we cannot guarantee that we can ever achieve
sustained profitability,” page 7

7. In this risk factor, you state that your net loss for the six months ended June 30, 2013 was
$200,962, which is also reflected in your financial statements.   However, y our summary
financial data on page 6 indicates  that your net loss during this period was over $3.6
million.  Please reconcile this discrepancy.

Thomas A. Nicolette
Akers Biosciences, Inc.
Septembe r 3, 2013
Page 3

 “Due to our dependence on a limited number of customers and the loss of any such customer
would have a material adverse effect…,” page 7

8. Please indicate whether you have entered into any agreement with Cardinal Health or
Fisher Healthcare with respect to the distribution of your PIFA Heparin/PF4 Rapid
Assays.  If so, please describe the material terms of any such agreement and file the
agreement as an exhibit to your registration statement or provide an analysis as to why
your business is not substantially dependent on any such agreement.

“If we fail to obtain regulatory approval in foreign jurisdictions…,” page 10

9. Please identify the specific foreign jurisdictions in which you plan to market your
products.

“We may be unable to market our products outside the United States if our products cannot meet
certain requirements of the Federal Food, Drug and Cosmetic Act requirements for exporting
medical devices,” page 10

10. The final two paragraphs in this risk factor relate to  meeting certain regulatory
requirements outside of the Federal Food, Drug and Cosmetic Act.  Please include  these
two paragraphs under a separate r isk factor heading discussing risks stemming from a
failure to meet the regulatory requirements in foreign markets.  You should also list here
and wherever else appropriate the six products for which you have received CE marks.

“Clinical trials that may b e required to support regulatory submissions in the United States and in
international markets are expensive . . .,” page 11

11. Please include in this risk factor the amount that you estimate you will spend on R&D
over the next fiscal year.

“The results of  our clinical trials may not support either further clinical development of the
commercialization of our product candidates,” page 12

12. Please explain in this risk factor that each medical device marketed in the United States
must receive a 510(k) clearance  from the Food and Drug Administration.

“Modification to our devices may require additional FDA approval which could force us to cease
marketing and/or recall the modified device until we obtain new approvals,” page 12

13. Please briefly explain the term “PMA approval” in this risk factor.

Thomas A. Nicolette
Akers Biosciences, Inc.
Septembe r 3, 2013
Page 4

 “We may not have sufficient resources to effectively introduce and market our products, which
could materially harm our operating results,” page 13

14. The last two sentences of this ris k factor appear to have been included in error. Please
revise your risk factor accordingly.

15. Please consider combining this risk factor with the final risk factor on this page as both
risk factors appear to relate to the same issue.  Also, in relation to your limited sales
capabilities, please revise your risk factor to note that you reduced your  account
executive sales force  by 40% during the six month period ended June 30, 2013, discuss
the reasons for this decision, and highlight any resulting impact on  your sales efforts.

“We may incur substantial costs as a result of litigation or other proceedings relating to patent or
other intellectual property rights . . .,” page 19

16. Please include in this risk factor examples of such litigation that has been filed against
you or any of your founders, executive officers, and/or directors, if any.

“We may be subject to claims that our employees have wrongfully used or disclosed allege d
trade secrets of their former employees,” page 20

17. Please include in this risk factor examples of such claims made against your employees,
if any.

“If we deliver products with defects, we may be subject to product recalls or negative
publicity…,”page 21

18. Please disclose the amount of product liability insurance you have obtained.

“There can be no assurance that our shares will be listed on the NASDAQ Capital Market . . .,”
page 23

19. Please note in this risk factor that you may not yet qualify for listing  on NASDAQ and
that you will need to take certain measures to do so, including effecting a reverse split of
your common shares.

“We will incur significant costs as a result of being a publicly traded company . . .,” page 27

20. Please include in this risk factor, to the extent practicable, an estimate of the annual costs
associated with being a public company.

Thomas A. Nicolette
Akers Biosciences, Inc.
Septembe r 3, 2013
Page 5

 “A sale of a substantial number of shares of the common stock …,” page 27

21. Please revise your risk factor heading to note that investors in the offering may
experience immediate dilution of their ownership following completion of the offering.

Dilution, page 30

22. You state on page 70 that the holder of the preferred stock has agr eed to convert such
shares into 50,000,000 shares of common stock immediately prior to the consummation
of this offering.  Please revise the presentation to separately disclose the effect of the
conversion of preferred stock to common stock.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
32

23. Please describe the equity financing you have relie d upon over the last two years.

General and Administrative Expenses, page 34

24. Please disclose why you wrote -off the long -term note receivable of $151,569 from
ChubeWorkx in June 2012. In addition, you state on page F -14 that accounts receivable
of $1,041,388 was due from ChubeWorkx at June 30, 2013. Please clarify why you
believe that amount is collectible.

25. Please explain why you recorded bad debt expense of only $9,047 in 2012, given bad
debt expense of $1,650,185 in 2011. Revise your disclosure accordingly.

Research and Development Expenses, page 34

26. Please provide a breakdown of research and development expense by major project for
each period presented.

Other Income and Expenses, page 35

27. Please explain how you determined the $99,710 gain on the transaction, involving the
sale of (en) 10 in exchan ge for the expansion of the ChubeWorkx marketing rights and its
commitment to purchase 80 million shares of your common stock.  Revise your
disclosure accordingly.

28. Please explain how you determined the $91,286 gain on the demutualization of your
insurer. Revise your disclosure accordingly.

29. Please explain your accounting treatment for the re -acquisition of technology from Pulse
and the forgiveness of its obligations to you, as disclosed on page F -28, and quantify the
related impact on your operating result s for 2011. Revise your disclosure accordingly.

Thomas A. Nicolette
Akers Biosciences, Inc.
Septembe r 3, 2013
Page 6

 Critical Accounting Policies, page 38

30. We note that you  have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1) of the JOBS Act.  Pl ease
include a statement in your critical accounting policy disclosures  which explains that this
election allows you to delay the adoption of new or revised accounting standards that
have different effective dates for public and private companies until tho se standards apply
to private companies.  Please  also state that your financial statements may not be
comparable to companies that comply with public company effective dates.

Revenue Recognition, page 39

31. Please disclose in the notes to the financial st atements your accounting policy for
estimates of items that reduce gross revenue such as product returns, chargebacks,
customer rebates and other discounts and allowances. In addition, please provide us
proposed disclosure to address the following:

 Natur e and amount of each accrual at the balance sheet date ;

 The factors that you consider in estimating each accrual such as historical return
of products, levels of inventory in the distribution channel, etc. ;

 To the extent that information you consider in  the preceding bullet is quantifiable,
disclose both quantitative and qualitative information and to what extent
information is from external sources (e.g., end -customer prescription demand,
third -party market research data comparing wholesaler inventory l evels to end -
customer demand). For example, in discussing your estimate of product that may
be returned, consider disclosing and discussing, preferably by product and in
tabular format, the total amount of product (in sales dollars) that could be
potential ly be return ed as of the balance sheet date;

 Include a roll forward of the liability for each estimate for each period presented
showing the following:

o Beginning balance,
o Current provision related to sales made in current period,
o Current provision related to sales made in prior periods,
o Actual returns or credits in current period related to sales made in
current period,
o Actual returns or credits in current period related to sales made in
prior periods, and
o Ending balance ; and

 In your discussion of results of operations for the period to period revenue
comparisons, discuss the amount of and reason for fluctuations for each type of

Thomas A. Nicolette
Akers Biosciences, Inc.
Septembe r 3, 2013
Page 7

 reduction of gross revenue (i.e. product returns, chargebacks, customer rebates
and other discount s and allowances) including the effect that changes in your
estimates of these items had on your revenues and operations.

Business
Product Portfolio, page 43

32. Please indicate which of your marketed or pipeline products, if any, are required or are
expected to require clinical trials to support your 510(K) submission. Please provide
disclosure that describes these trials , if applicable .

33. Please indicate whethe r the products marketed under the PIFA platform have received
FDA 510(k) approval. If any have not, please describe the exemption you relied upon.

Distribution, page 48

34. Please amend your disclosure to identify  the material terms of your License and Sup ply
Agreement with Chubeworkx Guernsey Limited, including the following:

 continuing obligations of both parties under the agreement ;

 payment obligations (including applicable any royalties  to be paid on product
sales);

 duration of the agreement; and,

 any termination provisions.

In addition, we note that you filed an amendment to your License and Supply Agreement
with Chubeworkx as Exhibit 10. 4 to the registration statement but that you have not filed
the original agreement between the parties.  Please amend your registration statement to
also include your original agreement with Chubeworkx as an exhibit.

Intellectual Property, page 49

35. In this disclosure, please list all of your material patents, the products to which they
relate, their expiration dates, and their jurisdictions. Please also consider indicating the
type of protection you have under each patent, e.g. composition of matter,  use or process.

Principal Stockholders, page 67

36. Please include footnote disclosure indicating the individual(s) who have voting and/or
investment power over the common shares held by Chubeworkx Guernsey Limited and
Legal & General Group plc.

Thomas A. Nicolette
Akers Biosciences, Inc.
Septembe r 3, 2013
Page 8

Shares Eligible for Future Sale
Lock -Up Arrangements, page 72

37. Please file a copy of the form lock -agreement as an exhibit to your registration statement.
If it is to be filed as an exhibit to your underwriting agreement, please confirm this for us.

Financial S tatements
General

38. Please revise to disclose all related party transactions on the face of the financial
statements and/or notes, as required by Rule 4 -08(k) of Regulation S -X and ASC 850 -10-
50.

Condensed Consolidated Financial Statements for the Six Mont hs Ended June 30, 2013 and 2012
Notes to Condensed Consolidated Financial Statements
Note 4 -Note Receivable, page F -9

39. Please clarify here and on page F -26 that this note was repaid in cash and that it was from
a related party.

Note 11 -Share -Based Payment s, page F -10

40. You disclose on page 61 that 7,000,000 warrants were cancelled in 2013.  Please revise to
cl