Akari Therapeutics Plc SEC Filings

Akari Therapeutics, PLC is selling 10,043,774 American Depositary Shares (ADSs) in a registered direct offering at $0.3883 per ADS, raising $3,899,997 before fees.

The company expects net proceeds of approximately $3.3 million after placement agent fees and expenses, which it plans to use for continued research and development, working capital and other general corporate purposes. Akari expects to have 45,781,350 ADSs outstanding immediately after the offering, up from 35,767,576 ADSs outstanding before the deal, so new buyers face immediate dilution of approximately $0.65 per ADS.

Alongside the ADS sale, Akari is issuing an equal number of unregistered Series G warrants in a concurrent private placement, plus additional pre-funded and note exchange warrants to insiders and noteholders, all generally exercisable only after shareholder approval and subject to 4.99% or 9.99% ownership limits. Approximately $3.8 million principal amount of unsecured notes due 2026 will be exchanged into new equity-linked securities, and the company believes its cash, together with this financing, will fund operations into the second quarter of 2026.

Akari Therapeutics, Plc reported that shareholders approved all proposals at a special general meeting held on December 15, 2025. A total of 71,479,461,523 ordinary shares were entitled to vote, and a quorum was present.

Shareholders backed the exercisability of certain warrants and the issuance of the ordinary shares underlying those warrants issued in an October 14, 2025 offering. They also approved a subdivision and re-designation of each ordinary share of USD 0.0001 into one Ordinary Share of USD 0.000000005 and 19,999 deferred shares of USD 0.000000005, new authority for directors to allot shares and grant rights up to an aggregate nominal amount of USD 3,000 until June 30, 2030, a share buyback contract for all Deferred Shares lasting until December 15, 2026, a five-year disapplication of statutory pre-emption rights for certain cash issuances, and the adoption of new articles of association.

Akari Therapeutics, Plc reported that it has prepared a new investor presentation dated December 8, 2025. Company officers and representatives intend to use this presentation at conferences and meetings to explain Akari’s business and prospects to current and potential investors.

The materials are provided as an exhibit to this report and are classified as “furnished” rather than “filed,” meaning they are not subject to certain liability provisions of the U.S. securities laws and are not automatically incorporated into other company filings.

Akari Therapeutics has received a notice from Nasdaq that its American Depositary Shares (ADSs) no longer meet the exchange’s minimum bid price requirement of $1.00 per share. The ADSs closed below this level for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5550(a)(2). The notice does not immediately affect trading, and the ADSs will continue to trade on the Nasdaq Capital Market under the symbol AKTX.

Akari has 180 calendar days, until May 25, 2026, to regain compliance by having its ADSs close at or above $1.00 for at least 10 consecutive business days. If it still does not meet the requirement, it may qualify for an additional 180-day period if it satisfies other Nasdaq listing standards, or it could ultimately face delisting, with the right to appeal. The company plans to monitor its share price and may consider options such as changing the ADS ratio to restore compliance.

Akari Therapeutics is asking shareholders to approve several key proposals at a general meeting on December 15, 2025. The main item is approval of the exercisability of warrants for up to 6,375,000 ADSs issued in an October 2025 financing, with exercise prices of $0.98 for the investor warrants and $1.00 for the placement agent warrants, which could raise about $6.25 million if fully exercised in cash.

Shareholders are also being asked to restructure the share capital by subdividing each $0.0001 ordinary share into one $0.000000005 ordinary share and 19,999 deferred shares, then buying back and cancelling the deferred shares. Additional proposals would authorize directors to allot shares up to a $3,000 nominal amount, disapply pre-emption rights for cash issuances until June 30, 2030, and adopt new articles of association. The board unanimously recommends voting in favor of all resolutions.

Akari Therapeutics, PLC is registering up to 12,750,000,000 ordinary shares, represented by 6,375,000 ADSs, for resale by selling shareholders who hold warrants issued in an October 2025 financing. Akari is not selling any ADSs in this transaction and will not receive proceeds from these resales, though it may receive up to $6.25 million if the warrants are exercised for cash.

The registered shares come from Series E and Series F warrants sold in an October 2025 private placement and placement agent warrants. As of November 13, 2025, Akari had 71,479,461,523 ordinary shares outstanding, and its ADSs traded at $0.529 on November 14, 2025. Following its 2024 merger with Peak Bio, Akari is focused on oncology, developing next‑generation antibody-drug conjugates, with lead candidate AKTX-101 in preclinical development.

Akari Therapeutics reported third-quarter 2025 results marked by a larger loss and an asset write-down. Net loss was $6.4 million for Q3 and $12.0 million for the nine months ended September 30, 2025, driven in part by a $5.18 million impairment of the PHP‑303 intangible as the company reprioritized to its ADC platform.

Cash was $2.5 million as of September 30, 2025, with an accumulated deficit of $259.3 million. Management stated these factors raise substantial doubt about the company’s ability to continue as a going concern and is evaluating financing alternatives. Total assets were $45.4 million, including $34.0 million of IPR&D (AKTX‑101), while shareholders’ equity was $22.7 million. Ordinary Shares outstanding were 71,479,461,523 as of November 13, 2025.

Akari Therapeutics (AKTX) calls a Dec 15, 2025 general meeting to seek approval for the exercisability of warrants to purchase an aggregate 6,375,000 ADSs under Nasdaq Listing Rule 5635(d), and to implement a capital reorganization.

Resolution 1 covers Series E and F Investor Warrants at an $0.98 exercise price and Placement Agent Warrants at $1.00, with potential gross cash proceeds of approximately $6.25 million if fully exercised for cash. Warrants include a 4.99% (or 9.99%) beneficial ownership cap.

Resolutions 2–6 propose: sub‑division reducing ordinary share nominal value from $0.0001 to $0.000000005 and creation of 1,429,517,750,998,477 Deferred Shares; director authority to allot up to $3,000 nominal (through June 30, 2030); approval to buy back and cancel all Deferred Shares for $0.01; disapplication of pre‑emption rights (through June 30, 2030); and adoption of New Articles. The board unanimously recommends voting FOR all proposals.

Record time for ordinary shareholders is 6:30 p.m. London on Dec 11, 2025; ADS voting instructions are due by Dec 4, 2025.

Akari Therapeutics (AKTX) reported an insider equity grant by its Interim CFO. On 11/01/2025, the officer acquired 32,000 and 26,619 American Depositary Shares (ADS) at $0.75 per ADS. The filing lists post‑transaction beneficial ownership of 32,000 and 26,619 ADS, held directly.

These ADSs represent restricted stock units (RSUs) that vest on January 1, 2026 and February 15, 2026. Each ADS represents 2,000 ordinary shares.