Akari Therapeutics Announces $5 Million Financing, Including Concurrent Registered Direct Offering and Private Placement Priced At-Market

Rhea-AI Summary

Akari Therapeutics (Nasdaq: AKTX) announced a financing expected to raise approximately $5.0 million through a registered direct offering and concurrent private placement of a total of 12,607,487 ADSs (plus matching unregistered warrants).

The registered direct portion comprises 10,043,774 ADSs and Series G warrants at a combined price of $0.3883 per ADS and warrant; the private placement covers 2,563,713 pre-funded warrants and warrants at a combined price of $0.4041. Existing note holders will convert ~$2.50 million of debt into pre-funded warrants and warrants. More than $1 million of new cash comes from directors, officers and management. Proceeds will fund R&D, working capital and general corporate purposes; closing expected on or about Dec 17, 2025.

Positive

• $5.0 million gross proceeds expected
• More than $1.0 million insider cash participation
• Approximately $2.5 million debt conversion into warrants
• Proceeds designated for R&D and working capital

Negative

• Issuance of 12,607,487 ADSs plus matching warrants increases dilution
• Combined purchase prices of $0.3883–$0.4041 per ADS are dilutive
• Warrants and pre-funded warrants not exercisable until shareholder approval
• Closing is subject to customary conditions and may be delayed

News Market Reaction

-38.30% 2.5x vol

11 alerts

-38.30% News Effect

-37.5% Trough in 24 min

-$9M Valuation Impact

$15M Market Cap

2.5x Rel. Volume

On the day this news was published, AKTX declined 38.30%, reflecting a significant negative market reaction. Argus tracked a trough of -37.5% from its starting point during tracking. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $9M from the company's valuation, bringing the market cap to $15M at that time. Trading volume was elevated at 2.5x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

ADSs & equivalents offered: 12,607,487 ADSs or equivalents Registered direct ADSs: 10,043,774 ADSs Registered direct price: $0.3883 per ADS + warrant +5 more

8 metrics

ADSs & equivalents offered 12,607,487 ADSs or equivalents Total securities in new financing

Registered direct ADSs 10,043,774 ADSs Registered direct component size

Registered direct price $0.3883 per ADS + warrant Combined purchase price in registered direct

Private placement price $0.4041 per pre-funded warrant + warrant Combined purchase price in concurrent private placement

Series G exercise price $0.3883 per ADS Exercise price of Series G warrants

Gross proceeds Approximately $5 million Expected gross proceeds before fees

Insider new cash More than $1 million New cash investment from directors, officers, management

Debt conversion Approximately $2.50 million Outstanding debt exchanged into pre-funded warrants and warrants

Market Reality Check

Price: $0.2380 Vol: Volume 85,903 is well bel...

low vol

$0.2380 Last Close

Volume Volume 85,903 is well below the 20-day average of 1,360,433, suggesting limited pre-news trading interest. low

Technical Shares trade below the 200-day MA of 0.99 with a pre-news price of 0.411, reflecting a longer-term downtrend.

Peers on Argus

Peer biotech names show mixed moves, with QTTB up 4.45%, RNTX down 4.52%, KZR up...

Peer biotech names show mixed moves, with QTTB up 4.45%, RNTX down 4.52%, KZR up 0.48%, LIXT down 3.62%, and ALLR down 6.19%, pointing to stock-specific factors for AKTX.

Historical Context

5 past events · Latest: Dec 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Preclinical data	Positive	+3.2%	Preclinical AKTX-101 data showing potency in K-Ras mutant PDAC models.
Dec 04	Corporate update	Positive	+1.6%	CEO Corner update highlighting ADC payload platform and AKTX-101 plans.
Nov 25	Investor outreach	Positive	+0.9%	New CEO Corner segment emphasizing ADC innovation and platform capabilities.
Nov 18	Management change	Positive	+12.0%	Appointment of interim CFO with extensive biotech capital-raising experience.
Nov 10	Clinical preclinical data	Positive	-1.6%	Preclinical PH1 immuno-oncology data with strong combination responses vs comparator.

Pattern Detected

Recent AKTX news, mainly R&D and corporate updates, has often coincided with modestly positive price reactions, with one divergence on scientific data.

Recent Company History

Over the last month, Akari has focused on positioning its ADC platform and lead candidate AKTX-101. On Nov 10, it reported promising immuno-oncology preclinical data, followed by a CFO appointment with notable capital markets experience on Nov 18. Subsequent CEO Corner and corporate updates in late November and early December reiterated the Trop2-directed ADC strategy and timelines toward first-in-human studies in 2026. Today’s financing and debt-exchange announcement adds capital and restructures liabilities, building on prior efforts to support the ADC development roadmap.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-29

Akari has an active Form S-3 shelf registration dated Jul 29, 2025, used to register ADSs for offerings like the registered direct component of this financing. With the shelf effective and previously tapped via at least one 424B5 supplement, the company retains flexibility to raise additional capital under the shelf subject to market conditions and internal decisions.

Market Pulse Summary

The stock dropped -38.3% in the session following this news. A negative reaction despite balance-she...

Analysis

The stock dropped -38.3% in the session following this news. A negative reaction despite balance-sheet support would fit a pattern where equity raises increase dilution concerns. While this deal brings approximately $5 million in gross proceeds and converts about $2.50 million of debt, new ADSs and multiple warrant layers expand the potential share count. With the stock trading below its 0.99 200-day MA and prior financings also relying on structured instruments, sentiment could remain sensitive to additional capital raises.

Key Terms

registered direct offering, private placement, pre-funded warrants, warrants, +4 more

8 terms

registered direct offering financial

"The Company has agreed to issue 10,043,774 ADSs in a registered direct offering..."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"In a concurrent private placement, the Company has agreed to issue unregistered pre-funded warrants..."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"issue unregistered pre-funded warrants to purchase 2,563,713 ADSs..."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"agreed to issue unregistered warrants to purchase an aggregate of 12,607,487 ADSs."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

shelf registration statement regulatory

"pursuant to a “shelf” registration statement on Form S-3 (File No. 333-289056)..."

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"registration statement on Form S-3 (File No. 333-289056) originally filed..."

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A final prospectus supplement and the accompanying base prospectus..."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

regulation d regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D..."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

New cash portion of offering includes >20% participation from Directors, Officers and Executive Management

TAMPA, Fla. and LONDON, Dec. 16, 2025 (GLOBE NEWSWIRE) -- Akari Therapeutics, Plc (Nasdaq: AKTX) (the “Company”), an oncology biotechnology company developing novel payload antibody drug conjugates (ADCs), today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 12,607,487 of the Company’s American Depositary Shares (“ADSs”) or ADS equivalents in lieu thereof, each representing 2,000 ordinary shares. In addition, the Company has agreed to issue unregistered warrants to purchase an aggregate of 12,607,487 ADSs. The offering included significant participation from Directors, Officers and Executive Management along with certain institutional investors, and was priced at-the-market under NASDAQ rules.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The Company has agreed to issue 10,043,774 ADSs in a registered direct offering and unregistered Series G warrants to purchase 10,043,774 ADSs for a combined purchase price of $0.3883 per ADS and accompanying warrant. In a concurrent private placement, the Company has agreed to issue unregistered pre-funded warrants to purchase 2,563,713 ADSs in a concurrent private placement together with unregistered Series G Warrants to purchase up to 2,563,713 ADSs for a combined purchase price of $0.4041 per ADS and accompanying warrant. The Series G Warrants will have an exercisable price of $0.3883, be exercisable on the date of shareholder approval (the “Shareholder Approval Date”) and have a term of five years from the initial exercise date. The offering is expected to close on or about December 17, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses payable by the Company, are expected to be approximately $5 million, of which more than $1 Million includes a new cash investment from the Company’s Directors, Officers and Executive Management. The Company intends to use the net proceeds for continued research and development as well as working capital and general corporate purposes. 

In addition, certain of the existing note holders have agreed to convert approximately $2.50 million of the Company’s outstanding debt into unregistered pre-funded warrants to purchase 6,409,410 ADSs and unregistered warrants to purchase 6,409,410 ADSs for a combined exchange price of $0.4041 per ADS and accompanying warrant. The warrants shall have the same terms as the Series G warrants.   Such pre-funded warrants and warrants issued in connection with the exchange are not exercisable until the Company receives shareholder approval authorizing the exercise of such warrants.

“The additional capital from this transaction supports key development initiatives for our oncology ADC payload platform, while the reduction in liabilities improves our capital structure.” said Abizer Gaslightwala, Chief Executive Officer of Akari Therapeutics.

The ADSs (but not the unregistered warrants described above or the ADSs underlying such warrants) are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-289056) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2025 and declared effective by the SEC on July 31, 2025. The ADSs to be issued in the registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to, and describing the terms of, the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the registered direct offering, when available, may also be obtained by contacting Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New York, NY 10019, by phone at (212) 409-2000, or by email at prospectus@ladenburg.com.

The unregistered warrants described above are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the ADSs underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying ADSs may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Akari Therapeutics

Akari Therapeutics is an oncology biotechnology company developing next-generation spliceosome payload antibody drug conjugates (ADCs). Utilizing its innovative ADC discovery platform, the Company has the ability to generate ADC candidates and optimize them based on the desired application to any target of interest. Akari’s lead candidate, AKTX-101, targets the Trop2 receptor on cancer cells and with a proprietary linker, delivers its novel PH1 payload directly into the tumor. Unlike current ADCs that use tubulin inhibitors and DNA damaging agents as their payloads, PH1 is a novel payload that is a spliceosome modulator designed to disrupt RNA splicing within cancer cells. This splicing modulation has been shown in preclinical animal models to induce cancer cell death while activating immune cells to drive robust and durable activity. In preclinical studies, AKTX-101 has shown to have significant activity and prolonged survival, relative to ADCs with traditional payloads. Additionally, AKTX-101 has the potential to be synergistic with checkpoint inhibitors and has demonstrated prolonged survival as both a single agent and in combination with checkpoint inhibitors, as compared to appropriate controls. The Company is generating validating data on its novel payload PH1 to continue advancing its lead asset, as well as other undisclosed targets with this novel payload.

For more information about the Company, please visit www.akaritx.com and connect on X and LinkedIn.

Cautionary Note Regarding Forward-Looking Statements 

This press release includes express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about the Company that involve risks and uncertainties relating to future events and the future performance of the Company. Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Examples of such forward-looking statements include, but are not limited to, express or implied statements regarding statements related to the offering, the expected gross proceeds and the expected closing of the offering.. These statements are based on the Company’s current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: the Company’s need for additional capital; the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the business; risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations; potential delays or failures related to research and/or development of the Company’s programs or product candidates; risks related to any loss of the Company’s patents or other intellectual property rights; any interruptions of the supply chain for raw materials or manufacturing for the Company’s product candidates, including as a result of potential tariffs; the nature, timing, cost and possible success and therapeutic applications of product candidates being developed by the Company and/or its collaborators or licensees; the extent to which the results from the research and development programs conducted by the Company, and/or its collaborators or licensees may be replicated in other studies and/or lead to advancement of product candidates to clinical trials, therapeutic applications, or regulatory approval; uncertainty of the utilization, market acceptance, and commercial success of the Company’s product candidates; risks related to competition for the Company’s product candidates; and the Company’s ability to successfully develop or commercialize its product candidates. While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement of all potential risks and uncertainties. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release except as required by law.

Investor Relations Contact

JTC Team, LLC
Jenene Thomas
908-824-0775
AKTX@jtcir.com    

FAQ

How much capital is Akari Therapeutics (AKTX) raising in the Dec 16, 2025 financing?

Akari expects gross proceeds of approximately $5.0 million before fees and expenses.

How many ADSs and warrants are included in the AKTX offering on Dec 16, 2025?

The transaction includes 12,607,487 ADSs or ADS equivalents and matching unregistered warrants to purchase 12,607,487 ADSs.

What insider participation did Akari report for the AKTX financing?

Directors, officers and management are investing more than $1.0 million in the new cash portion of the offering.

What are the prices per ADS in the registered direct and private placement for AKTX?

The registered direct combined price is $0.3883 per ADS and warrant; the private placement combined price is $0.4041 per ADS and warrant.

Will the warrants issued in the AKTX financing be immediately exercisable?

No. The Series G warrants, and the pre-funded warrants issued in the exchange, are not exercisable until the company obtains shareholder approval.

How does Akari plan to use the net proceeds from the AKTX offering?

The company intends to use net proceeds for continued research and development, working capital and general corporate purposes.