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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): May 20, 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
Depository 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 1.01 |
Entry
into a Material Definitive Agreement. |
On
May 20, 2026, Akari Therapeutics, Plc (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain investors, pursuant to which the Company agreed to sell and issue in a private placement (the “Offering”)
an aggregate of 1,470,588 unregistered American Depository Shares (“ADSs”), each representing 80,000 of the Company’s
ordinary shares (the “Shares”), or prefunded warrants in lieu thereof (“Pre-Funded Warrants”),
and, in each case, Series H warrants to purchase ADS (“Series H Warrants”), Series I warrants to purchase ADS (“Series
I Warrants”) and Series J warrants to purchase ADS (“Series J Warrants”, together with the Pre-Funded Warrants,
the Series H Warrants and the Series I Warrants, the “Warrants,” and together with the ADSs or Pre-Funded Warrants,
the “Units”). The Units consist of one ADS or Pre-Funded Warrant plus a Series H Warrant to purchase one ADS, a Series
I Warrant to purchase one ADS and a Series J Warrant to purchase one ADS (Series H Warrants, Series I Warrants and Series J Warrants,
together, the “Series Warrants”). The purchase price per Unit for investors purchasing ADSs and accompanying Series
Warrants is equal to $3.74 (the “ADS Unit Purchase Price”). The purchase price per Pre-Funded Warrant and accompanying
Series Warrants is equal to $3.739 (which represents the ADS Unit Purchase Price minus the $0.001 exercise price for such Pre-Funded
Warrant) (the “Pre-Funded Unit Purchase Price”).
The
gross proceeds from the Offering, excluding the proceeds to be received upon exercise of the Pre-Funded Warrants, are expected to be
approximately $5.5 million before deducting approximately $125,000 representing the fees and expenses of the placement agent payable
by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The
Company paid Paulson Investment Company, LLC (“Paulson”) (the “Placement Agent”) a cash fee equal
to 2% of the aggregate purchase price for the Units sold in the Offering and agreed to issue 117,647 ADSs (equal to 8% of the total number
of ADS issued in the Offering, including any of the ADSs issuable upon exercise of the Pre-Funded Warrants) to the Placement Agent (the
“Placement Agent ADSs”).
The
issuance of the Series Warrants and the Placement Agent ADSs is subject to shareholder approval (“Shareholder Approval”).
The Series Warrants will have an exercise price of $3.74 per ADS, and will be exercisable immediately when issued following the
date of Shareholder Approval. The Pre-Funded Warrants will be exercisable immediately when issued and may be exercised at any
time until all of the Pre-Funded Warrants are exercised in full.
Pursuant
to the Purchase Agreement, the Company has agreed to prepare and file a registration statement on Form S-3 (or Form S-1 if the Company
is not then eligible to use Form S-3) with the Securities and Exchange Commission no later thirty days following the Third Closing Date
(as defined below) to register the resale of the Shares (including ADSs issuable upon exercise of the Warrants) purchased pursuant to
the Purchase Agreement. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary
for transactions of this nature.
The
gross proceeds of the Offering will be funded in three separate tranches pursuant to three separate closings, expected to occur on or
about May 27, 2026, June 15, 2026 and July 15, 2026 (the “Third Closing Date”).
The
securities to be issued to the purchasers under the Purchase Agreement were offered in reliance on an exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated
thereunder. The Company relied on this exemption from registration based in part on representations made by the purchasers, including
that each purchaser is an “accredited investor”, as defined in Rule 501(a) promulgated under the Securities Act.
The
offer and sale of the securities pursuant to the Purchase Agreement have not been registered under the Securities Act or any state securities
laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration
requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an
offer to buy the securities described herein or therein.
The
foregoing summary of the terms of the Warrants and the Purchase Agreement is subject to, and qualified in its entirety by, the full text
of such agreements, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.
| Item 3.02 |
Unregistered
Sales of Equity Securities. |
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described herein is incorporated
herein by reference.
| Item 9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
| 4.1 |
|
Form of Pre-Funded Warrant |
| |
|
| 4.2 |
|
Form of Series H Warrant |
| |
|
|
| 4.3 |
|
Form of Series I Warrant |
| |
|
| 4.4 |
|
Form of Series J Warrant |
| |
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated May 20, 2026, by and among Akari Therapeutics, Plc and the purchasers party thereto |
| |
|
| 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:
May 22, 2026 |
By: |
/s/
Abizer Gaslightwala |
| |
|
Abizer
Gaslightwala |
| |
|
President
and Chief Executive Officer |
