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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 |
