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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 15, 2025
Akari
Therapeutics, Plc
(Exact
Name of Registrant as Specified in Charter)
| England
and Wales |
|
001-36288 |
|
98-1034922 |
(State or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
22
Boston Wharf Road FL 7
Boston,
MA 02210
(Address,
including zip code, of Principal Executive Offices)
Registrant’s
telephone number, including area code: (929) 274-7510
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| American
Depositary Shares, each representing 2,000 Ordinary Shares |
|
AKTX |
|
The
Nasdaq Capital Market |
| Ordinary
Shares, par value $0.0001 per share* |
|
|
|
|
*Trading,
but only in connection with the American Depositary Shares.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into Material Definitive Agreement.
Unsecured
Promissory Notes Offering
As
previously reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2025, Akari Therapeutics,
Plc. (the “Company”) and certain investors, including the Company’s directors (the “Note Investors”) entered
into note purchase agreements (the “Note Purchase Agreements”) in a private placement offering (the “Offering”).
Pursuant to the Note Purchase Agreement, the Note Investors agreed to purchase, and the Company agreed to issue unsecured promissory
notes with a 20% original issuance discount (each a “Note” and together, the “Notes”). In connection with the
issuance and sale of the Notes, the Company agreed to extend the expiration date of warrants held by certain Note Investors, previously
issued in a private placement disclosed on the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2025
(the “Series A Warrants”), by 48 months from the original date of expiration (the “Warrant Amendment Agreements”).
On
August 15, 2025 and August 18, 2025 (the “Closing Dates”), the Company completed its first tranche of closings of the Offering
and issued Notes with an aggregate purchase price of $2,261,000 and an aggregate principal amount of $2,826,250, inclusive of a note
exchange with the Company’s Chairman, Dr. Hoyoung Huh, as outlined below. The Notes have a maturity date occurring on the 12-month anniversary
date of the respective Closing Dates at which time the principal amount is due and payable. On the Closing Dates, the Company
also entered into the Warrant Amendment Agreements with certain Note Investors pursuant to which the Company agreed to extend the expiration
date of Series A Warrants held by such Note Investors to purchase an aggregate of 1,973,211 American Depositary Shares, each representing
2,000 Ordinary Shares, of the Company.
Included
in the first tranche of closings of the Offering and issued Notes with an aggregate purchase price of $2,261,000 and an aggregate principal
amount of $2,826,250, as outlined above, Dr. Hoyoung
Huh, the Company’s Chairman, purchased a Note with a principal amount of $1,250,000 for a purchase price of $1,000,000, with
the purchase price thereof to be satisfied through the payment of $162,567 in cash and the cancellation of $837,433 of outstanding
principal and accrued interest under a senior secured promissory note previously issued to him by the Company’s wholly owned subsidiary,
Peak Bio Inc., in January 2024 (the “Peak Bio Note”). On August 7, 2025, the Company and Dr. Huh entered into a
loan cancellation and exchange agreement (the “Loan Cancellation Agreement”), whereby the Company cancelled and extinguished
the Peak Bio Note in satisfaction in part of the purchase price of the Note purchased by Dr. Huh on such date. The foregoing description
of the Loan Cancellation Agreement is only a summary and is qualified in its entirety by reference to the full text of the Loan Cancellation
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
The
Company agreed to pay a 5% advisory fee in cash on the total gross cash proceeds of approximately $1.4 million to Paulson
Investment Company (“Paulson”) in connection with the Notes issued and sold on the Closing Dates.
Item
1.02 Termination of a Material Definitive Agreement.
The
description of the Peak Bio Note and Loan Cancellation Agreement described in Item 1.01 is hereby
incorporated by reference in this Item 1.02.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.
The
description of the Notes issued and sold on the Closing Dates described in Item 1.01 is hereby
incorporated by reference in this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Loan
Cancellation and Exchange Agreement, dated August 7, 2025, by and among Hoyoung Huh, Akari Therapeutics, Plc and Peak Bio
Inc. |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Akari
Therapeutics, Plc |
| |
|
| Date:
August 21, 2025 |
By: |
/s/
Torsten Hombeck |
| |
|
Torsten
Hombeck |
| |
|
Chief
Financial Officer |
