false
0001541157
0001541157
2026-09-29
2026-09-29
0001541157
AKTX:AmericanDepositarySharesEachRepresenting80000OrdinarySharesMember
2026-09-29
2026-09-29
0001541157
AKTX:OrdinarySharesParValue0.000000005PerShareMember
2026-09-29
2026-09-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 29, 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 80,000 Ordinary Shares |
|
AKTX |
|
The
Nasdaq Capital Market |
| Ordinary
Shares, par value $0.000000005 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 29, 2026, Akari Therapeutics, Plc (the “Company”), entered into an amendment (the “CEO Agreement
Amendment”), to its Chief Executive Officer Agreement, dated as of March 14, 2025, with Abizer Gaslightwala, the Company’s
Chief Executive Officer (the “CEO Agreement”), which amended the CEO Agreement to provide for the following:
| |
● |
an
increase in Mr. Gaslightwala’s annual base salary from $475,000 to $625,000, effective as of August 18, 2026, of which 10%,
or $62,500 in the aggregate, will be delivered in the form of restricted stock units under the Company’s 2023 Equity Incentive
Plan (the “2023 Plan”) in lieu of cash during the 12-month period beginning August 18, 2026, which RSU were granted
on the date of the CEO Agreement Amendment, valued based on fair market value on the grant date and will vest in four equal quarterly
installments on November 18, 2026, February 18, 2027, May 18, 2027 and August 18, 2027, subject to (i) adjustment for any installment
scheduled to vest before the grant date and (ii) approval by the Company’s shareholders of an amendment to the 2023 Plan to
increase the number of the Company’s American Depositary Shares (“ADSs”) reserved for issuance thereunder;
provided that if such shareholder approval is not obtained, the RSUs will be foreited and cancelled, and the Company will make
adjustment payments to ensure that Mr. Gaslightwala receives his full base salary for the applicable period. |
| |
|
|
| |
● |
an
increase in Mr. Gaslightwala’s target annual bonus opportunity from 50% of base salary to 55% of base salary, resulting in
target annual base salary and bonus compensation of approximately $970,000; and |
| |
|
|
| |
● |
a
grant of options to purchase 174,000 ADSs under the 2023 Plan as of August 18, 2026, vesting in equal monthly installments
over four years, with vesting deemed to have commenced on March 18, 2026, subject to approval by the Company’s shareholders
of an amendment to the 2023 Plan to increase the number of ADSs reserved for issuance thereunder. |
The
foregoing description of the CEO Agreement Amendment is only a summary and is qualified in its entirety by the full text of the CEO Agreement
Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1† |
|
Amendment
to Chief Executive Officer Agreement, dated as of September 29, 2026, by and between the Company and Abizer Gaslightwala. |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| † |
Indicates
management contract or compensatory arrangement. |
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:
October 1, 2026 |
By: |
/s/
Kameel Farag |
| |
|
Kameel
Farag |
| |
|
Interim
Chief Financial Officer |
