Akari Therapeutics (AKTX) investors approve multiple warrant exercisability resolutions

Rhea-AI Filing Summary

Akari Therapeutics, Plc reported results of a special general meeting where shareholders approved several warrant-related resolutions tied to prior financings and note exchanges. The meeting was held on March 2, 2026, with 91,567,009,533 ordinary shares entitled to vote, and all proposals passed.

Shareholders approved, for Nasdaq Listing Rule 5635(c) and 5635(d) purposes, the exercisability and related issuances for Series G Warrants and Placement Agent Warrants covering up to 10,043,774 and 504,300 American Depositary Shares, respectively. They also approved the exercisability of various Pre-Funded, Series G, and Note Exchange Warrants covering multiple blocks of ADSs issued in December 2025 transactions.

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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): March 2, 2026

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.)

401 East Jackson Street, Suite 3300

Tampa, FL 33602

(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 $0.000000005 per share*		N/A

*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 5.07. Submission of Matters to a Vote of Security Holders.

On March 2, 2026, the Company held a general meeting of shareholders of the Company (the “Special General Meeting”). Proxies were solicited pursuant to the definitive proxy statement on Schedule 14A filed on February 2, 2026. At the close of business on the record date for the Special General Meeting, the number of ordinary shares entitled to vote at the Special General Meeting was 91,567,009,533. The number of ordinary shares present or represented by valid proxy at the Special General Meeting established a quorum for the Special General Meeting. The Special General Meeting duly proceeded in accordance with the provisions of the articles of association of the Company, then in effect, and all matters submitted to a vote of the Company’s shareholders at the Special General Meeting were approved.

The voting results below are final and reported in ordinary shares.

Ordinary Resolution		For		Against		Abstain		Broker Non-Votes
To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Series G Warrants to purchase up to an aggregate of 10,043,774 American Depositary Shares (“ADSs”) and Placement Agent Warrants to purchase up to an aggregate of 504,300 ADSs, and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with a registered direct offering and a concurrent private placement that closed on December 17, 2025 and January 20, 2026.		40,370,290,401		307,764,000		8,968,000		–
To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 2,563,713 ADSs and Series G Warrants to purchase up to an aggregate of 2,563,713 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with a private placement offering of securities of the Company that closed on December 23, 2025.		40,371,532,401		307,920,000		7,570,000		–
To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 2,563,713 ADSs and Series G Warrants to purchase up to an aggregate of 2,563,713 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with a private placement offering of securities of the Company that closed on December 23, 2025.		40,370,370,401		308,000,000		8,652,000		–
To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 4,673,963 ADSs and Note Exchange Warrants to purchase up to an aggregate of 4,673,963 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with an exchange of notes that closed on December 17, 2025.		40,371,562,401		308,002,000		7,458,000		–
To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 9,502,703 ADSs and Note Exchange Warrants to purchase up to an aggregate of 9,502,703 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with an exchange of notes that closed on December 17, 2025.		40,444,976,401		241,588,000		458,000		–

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: March 2, 2026	By:	/s/ Kameel Farag
		Kameel Farag
		Interim Chief Financial Officer

FAQ

What did Akari Therapeutics (AKTX) shareholders approve at the March 2, 2026 meeting?

Shareholders approved all warrant-related resolutions at the March 2, 2026 special general meeting. These approvals cover exercisability and related share issuances for several warrant series issued in prior financings and note exchanges, ensuring compliance with applicable Nasdaq listing rules.

How many Akari Therapeutics shares were entitled to vote at the special meeting?

A total of 91,567,009,533 ordinary shares were entitled to vote at the special general meeting. This large base of voting power reflects the company’s ordinary share count and underpinned the quorum that allowed all resolutions to be validly considered and approved.

Which Akari warrants tied to Nasdaq Listing Rule 5635(d) were approved?

Shareholders approved exercisability of Series G Warrants for up to 10,043,774 ADSs and Placement Agent Warrants for up to 504,300 ADSs. They also approved additional Pre-Funded and Note Exchange Warrants under Rule 5635(d), all issued in December 2025 transactions with investors and noteholders.

What is the significance of Nasdaq Listing Rules 5635(c) and 5635(d) for Akari (AKTX)?

Nasdaq Listing Rules 5635(c) and 5635(d) require shareholder approval for certain equity issuances and compensation-related arrangements. Akari obtained this approval for multiple warrant series, allowing those instruments to be exercisable and the related ADSs and ordinary shares to be issuable under exchange requirements.

Which December 2025 transactions were referenced in Akari’s warrant approvals?

The approvals relate to a registered direct offering and concurrent private placement that closed on December 17, 2025 and January 20, 2026, a separate private placement that closed on December 23, 2025, and note exchange transactions that closed on December 17, 2025, all involving warrant issuances.

Did Akari Therapeutics report any broker non-votes on the warrant resolutions?

Akari reported no broker non-votes on any of the ordinary resolutions regarding warrant exercisability and related share issuances. Each proposal’s vote tally showed only shares voting for, against, or abstaining, indicating fully directed voting instructions from participating shareholders.

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.0 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB