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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): September 26, 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
Depository Shares, each representing 2000 Ordinary Shares |
|
AKTX |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares, par value $0.0001 per share* |
|
N/A |
|
The
Nasdaq Stock Market LLC |
*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
8.01 Other Events.
Closing
of August 2025 Notes Offering
As
previously reported by the Company, on August 1, 2025, the Company entered into various note purchase agreements (the “Notes Purchase
Agreements”) with certain investors (the “August 2025 Note Investors”), pursuant to which the Company agreed to issue
unsecured promissory notes with a 20% original issuance discount (each a “August 2025 Note” and together, the “August
2025 Notes”) in a private placement (the “August 2025 Notes Offering”) for an aggregate purchase price of $3 million.
The aggregate principal amount of the August 2025 Notes issuable is approximately $3.8 million.
On
September 26, 2025, the Company closed on the final tranche of the August 2025 Notes Offering, issuing $312,500 aggregate principal amount
of August 2025 Notes for an aggregate purchase price of $250,000. Following this closing, the Company has issued an aggregate of approximately
$3.8 million principal amount of August 2025 Notes.
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:
September 29, 2025 |
By: |
/s/
Torsten Hombeck |
| |
Name: |
Torsten
Hombeck |
| |
Title: |
Chief
Financial Officer |
