Akari Therapeutics (NASDAQ: AKTX) backs warrants, share subdivision and new articles

Rhea-AI Filing Summary

Akari Therapeutics, Plc reported that shareholders approved all proposals at a special general meeting held on December 15, 2025. A total of 71,479,461,523 ordinary shares were entitled to vote, and a quorum was present.

Shareholders backed the exercisability of certain warrants and the issuance of the ordinary shares underlying those warrants issued in an October 14, 2025 offering. They also approved a subdivision and re-designation of each ordinary share of USD 0.0001 into one Ordinary Share of USD 0.000000005 and 19,999 deferred shares of USD 0.000000005, new authority for directors to allot shares and grant rights up to an aggregate nominal amount of USD 3,000 until June 30, 2030, a share buyback contract for all Deferred Shares lasting until December 15, 2026, a five-year disapplication of statutory pre-emption rights for certain cash issuances, and the adoption of new articles of association.

Insights

Corporate governance and capital markets analyst

Shareholders approved warrant exercisability, share subdivision, director allotment and pre-emption disapplication, updating Akari’s capital structure framework without directly affecting current operating results.

Akari’s special general meeting on December 15, 2025 saw all resolutions passed with large majorities. For the Nasdaq Listing Rule 5635(d) item on the exercisability of certain warrants and issuance of the underlying ordinary shares from the October 14, 2025 offering, voting was 30,350,013,660 for, 141,288,000 against and 7,428,489 abstaining. This confirms shareholder support for equity issued in that financing and for allowing the associated warrants to be exercised.

The meeting also approved a restructuring of the share capital so that each ordinary share of USD 0.0001 is sub-divided and, as applicable, re-designated into one Ordinary Share of USD 0.000000005 and 19,999 Deferred Shares of USD 0.000000005, with the Deferred Shares carrying rights and restrictions defined in new articles. A related share buyback contract for the purchase of all Deferred Shares was approved under section 694 of the U.K. Companies Act, with the authority expiring on December 15, 2026, aligning the deferred structure with a clear path for the company to repurchase those instruments.

Shareholders further authorised the directors, under section 551, to allot shares and grant rights to subscribe for or convert securities into shares up to an aggregate nominal amount of USD 3,000, through June 30, 2030, replacing prior unused authorities. A special resolution under section 570 disapplies statutory pre-emption rights and any similar provisions for cash issuances of equity securities for five years after the resolution date, and new articles of association were adopted. These decisions frame how Akari can conduct future equity issuances and internal capital actions; the actual impact on ownership and dilution will depend on how these powers are used in subsequent transactions disclosed in later filings.

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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): December 15, 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.)

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*

*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 December 15, 2025 Akari Therapeutics, Plc (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 November 17, 2025. 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 71,479,461,523. 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, in accordance with Nasdaq Listing Rule 5635(d), the exercisability of certain warrants and the issuance of the ordinary shares underlying such warrants, which warrants were issued in connection with an offering of securities of the Company that occurred on October 14, 2025.		30,350,013,660		141,288,000		7,428,489		–
That, in accordance with section 618 of the U.K. Companies Act 2006 (the “Companies Act”), and subject to and conditional upon the passing of Resolutions 3, 4, 5 and 6, each of the ordinary shares of USD 0.0001 in the capital of the Company be sub-divided and, as applicable, re-designated into one Ordinary Share of USD 0.000000005 each and 19,999 deferred shares of USD 0.000000005 each (the “Deferred Shares”), such shares having the rights and being subject to the restrictions as set out in the New Articles.		30,390,833,660		90,036,000		17,860,489		–
That subject to and conditional upon the passing of Resolutions 2, 4, 5 and 6, and in accordance with section 551 of the Companies Act, the Company’s directors or any duly authorised committee of the directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of USD 3,000 for a period expiring on June 30, 2030 (unless otherwise renewed, varied or revoked by the Company at a general meeting), save that the Company may, before such expiry, make offers or agreements which would or might require such shares to be allotted or such rights to be granted after such expiry and the directors may allot such shares or grant such rights in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired; and this resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares or grant rights to subscribe for or convert any security into shares, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.		30,033,193,660		457,958,000		7,578,489		–
That subject to and conditional upon the passing of Resolutions 2, 3, 5 and 6, the share buyback contract in the form produced to the Meeting, to be entered into between the Company and each of the shareholders (in their capacity as holders of Deferred Shares) for the purchase by the Company of all the Deferred Shares, be approved and its terms authorized for the purposes of section 694 of the Companies Act, but so that the approval and authority expire on December 15, 2026.		30,228,535,660		202,266,000		7,928,489		–

Special Resolution		For		Against		Abstain		Broker Non-Votes
That subject to and conditional upon the passing of Resolutions 2, 3, 4, and 6, in accordance with section 570 of the Companies Act, the directors of the Company (or any duly authorised committee of the directors of the Company) be generally and unconditionally empowered to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authorisation conferred on them as if section 561 of the Companies Act and any pre-emption provisions in the Articles (or howsoever otherwise arising) did not apply to the allotment for a period expiring (unless previously renewed, varied or revoked by the Company prior to or on that date) five years after the date on which this resolution is passed save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the directors may allot shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.		30,023,521,660		467,680,000		7,528,489		–
That subject to and conditional upon the passing of Resolutions 2, 3, 4 and 5, the draft New Articles be adopted as the articles of association in substitution for, and to the exclusion of the Company’s existing articles of association.		30,253,879,660		235,416,000		9,434,489		–

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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: December 16, 2025	By:	/s/ Kameel Farag
		Kameel Farag
		Interim Chief Financial Officer

FAQ

What did Akari Therapeutics (AKTX) shareholders approve at the December 15, 2025 special meeting?

Shareholders approved all proposals, including warrant exercisability and related share issuance, a share subdivision with deferred shares, new director share allotment authority, a deferred share buyback contract, a pre-emption rights disapplication, and the adoption of new articles of association.

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

At the record date for the special general meeting, 71,479,461,523 ordinary shares were entitled to vote, and this level of participation established a quorum.

Did Akari Therapeutics (AKTX) shareholders approve the exercisability of the October 14, 2025 warrants?

Yes. The resolution to approve, in accordance with Nasdaq Listing Rule 5635(d), the exercisability of certain warrants and issuance of the underlying ordinary shares from the October 14, 2025 offering received 30,350,013,660 votes for, 141,288,000 against, and 7,428,489 abstentions.

What share subdivision and deferred share structure did Akari Therapeutics (AKTX) adopt?

Subject to related resolutions, each ordinary share of USD 0.0001 in the company’s capital is to be sub-divided and, as applicable, re-designated into one Ordinary Share of USD 0.000000005 and 19,999 Deferred Shares of USD 0.000000005, with rights and restrictions set out in the new articles.

What new share allotment authority did Akari Therapeutics (AKTX) directors receive?

Directors were authorised under section 551 of the U.K. Companies Act to allot shares and grant subscription or conversion rights up to an aggregate nominal amount of USD 3,000, with this authority expiring on June 30, 2030, unless renewed, varied or revoked earlier.

How long is Akari Therapeutics (AKTX) authorised to buy back deferred shares and to disapply pre-emption rights?

The share buyback contract for the purchase of all Deferred Shares is approved with authority expiring on December 15, 2026. The special resolution under section 570 gives directors power to allot equity securities for cash as if pre-emption rights did not apply for a period expiring five years after the date the resolution was passed.

Did Akari Therapeutics (AKTX) adopt new articles of association?

Yes. Subject to related resolutions, shareholders approved the adoption of New Articles as the company’s articles of association, in substitution for and to the exclusion of the existing articles.