Akari Therapeutics combines closings for ADS offering

Akari Therapeutics, Plc reported an amendment to its securities purchase agreement with certain investors for a previously announced private placement of American Depository Shares (ADSs) and related warrants.

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Form Type

8-K

Rhea-AI Filing Summary

Akari Therapeutics, Plc reported an amendment to its securities purchase agreement with certain investors for a previously announced private placement of American Depository Shares (ADSs) and related warrants. The amendment combines the originally planned second and third funding closings into a single consolidated closing.

The private placement covers 1,470,588 unregistered ADSs, or prefunded warrants to purchase ADSs, each ADS representing 80,000 ordinary shares, together with Series H, Series I and Series J warrants. On the June 26, 2026 combined closing date, Akari issued the remaining 980,395 ADSs or prefunded warrants due under the agreement.

Delivery of the Series H, Series I and Series J warrants to investors remains contingent on receiving shareholder approval at Akari’s annual general meeting scheduled for June 30, 2026. Other than changing the closing schedule, the amendment leaves all other purchase agreement terms unchanged.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total ADSs in private placement: 1,470,588 ADSs ADSs issued at combined closing: 980,395 ADSs Ordinary shares per ADS: 80,000 ordinary shares per ADS +2 more

5 metrics

Total ADSs in private placement 1,470,588 ADSs Aggregate unregistered ADSs or prefunded warrants under the securities purchase agreement

ADSs issued at combined closing 980,395 ADSs Remaining ADSs or prefunded warrants issued on June 26, 2026 combined closing date

Ordinary shares per ADS 80,000 ordinary shares per ADS Each American Depository Share represents 80,000 Akari ordinary shares

Annual meeting date June 30, 2026 Shareholder approval date required for delivery of Series H, I and J warrants

Amendment date June 23, 2026 Date Akari and investors entered into the amendment to the purchase agreement

Key Terms

securities purchase agreement, American Depository Shares, prefunded warrants, Series H warrants, +1 more

5 terms

securities purchase agreement financial

"Akari Therapeutics, Plc entered into a securities purchase agreement with certain investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

American Depository Shares financial

"an aggregate of 1,470,588 unregistered American Depository Shares (“ADSs”), or prefunded warrants"

American depository shares are U.S.-listed securities that stand in for a foreign company’s ordinary shares, held by a U.S. bank which issues the ADS so investors can trade the foreign stock in U.S. dollars and on U.S. exchanges. Think of them like a locally wrapped version of a foreign product—easier to buy and sell at home—but they still carry risks from currency differences, foreign rules and potential limits on voting rights, so they affect access, liquidity and investment risk.

prefunded warrants financial

"1,470,588 unregistered American Depository Shares (“ADSs”), or prefunded warrants to purchase ADSs"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

Series H warrants financial

"together with Series H warrants, Series I warrants and Series J warrants to purchase an equivalent number of ADSs"

Series H warrants are tradable securities that give the holder the right, but not the obligation, to buy a company’s shares at a fixed price before a set expiration; the “Series H” label simply identifies a specific batch of warrants with its own terms. They matter to investors because exercising them increases the number of shares outstanding and can reduce each existing shareholder’s ownership, while also offering a way for warrant holders to lock in a future purchase price—similar to holding a coupon that lets you buy stock later at a preset rate.

emerging growth company regulatory

"Emerging growth company As previously disclosed on its"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Akari Therapeutics (AKTX) change in its securities purchase agreement?

Akari Therapeutics amended its securities purchase agreement to merge the planned second and third funding closings into one combined closing on June 26, 2026. All other economic and structural terms of the private placement remain unchanged under the original agreement.

How many Akari Therapeutics (AKTX) ADSs are involved in the private placement?

The private placement covers 1,470,588 unregistered American Depository Shares (ADSs) or prefunded warrants, with each ADS representing 80,000 ordinary shares. These securities are issued alongside Series H, Series I and Series J warrants to purchase an equivalent number of ADSs for participating investors.

How many Akari Therapeutics (AKTX) ADSs were issued at the combined closing?

At the June 26, 2026 combined closing, Akari issued and sold 980,395 ADSs, or prefunded warrants in lieu of ADSs, representing the remaining amount due under the purchase agreement. This followed an initial closing that occurred earlier on May 27, 2026.

What are the Series H, I and J warrants in the Akari Therapeutics (AKTX) deal?

The Series H, Series I and Series J warrants are instruments allowing investors to purchase an equivalent number of ADSs as in the private placement. They are issued together with the ADSs or prefunded warrants, but their actual delivery depends on receiving required shareholder approval.

Is shareholder approval required for parts of the Akari Therapeutics (AKTX) financing?

Yes, delivery of the Series H, Series I and Series J warrants is contingent on shareholder approval at Akari’s annual general meeting scheduled for June 30, 2026. The ADSs and prefunded warrants under the purchase agreement have already been issued at the respective closings.

Did the amendment change the economics of Akari Therapeutics’ (AKTX) private placement?

The amendment did not change the economics of Akari’s private placement; it only adjusted the timing of fundings by combining the second and third closings. The total number of ADSs, prefunded warrants and related Series H, I and J warrants remains as originally agreed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 05:15 PM EDT

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): June 23, 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.

As previously disclosed on its Current Report on Form 8-K on May 22, 2026, Akari Therapeutics, Plc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “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”), or prefunded warrants to purchase ADSs, each representing 80,000 of the Company’s ordinary shares per ADS, together with Series H warrants, Series I warrants and Series J warrants to purchase an equivalent number of ADSs (the Series H, Series I, and Series J warrants collectively referred to as the “Series Warrants”).

Under the Purchase Agreement, the gross proceeds of the Offering were to be funded in three separate tranches pursuant to three separate closings, the first of which occurred on May 27, 2026 (the “First Closing Date”), and the second and third closings were expected to occur on or about June 15, 2026 (the “Second Closing Date”) and July 15, 2026 (the “Third Closing Date”), respectively.

Subsequent to the First Closing Date, on June 23, 2026, the Company and the Investors entered into an amendment to the Purchase Agreement (the “Amendment”), pursuant to which the parties agreed to combine the Second Closing Date and the Third Closing Date into one consolidated closing, which occurred on June 26, 2026 (the “Combined Closing Date”). Other than establishing the Combined Closing Date, no changes to the Purchase Agreement were made by the Amendment. On the Combined Closing Date, the Company issued and sold to the Investors the remaining 980,395 ADSs, or prefunded warrants in lieu thereof, due under the Purchase Agreement. Delivery of the Series Warrants is contingent upon receipt of shareholder approval at the Company’s annual general meeting of shareholders to be held on June 30, 2026.

The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the full text of such agreement, which is filed as Exhibit 10.1, to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Form of Amendment to Securities Purchase Agreement, dated June 23, 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: June 26, 2026	By:	/s/ Kameel Farag
		Kameel Farag
		Interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 42.3 KB