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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): November 24, 2025
Akari
Therapeutics, Plc
(Exact
name of Registrant as Specified in Its Charter)
| England
and Wales |
|
001-36288 |
|
98-1034922 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
401
East Jackson Street, Suite 3300
Tampa,
FL |
|
33602 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (929) 274-7510
(Former
Name or Former Address, if Changed Since Last Report)
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 2000 Ordinary Shares |
|
AKTX |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares, par value $0.0001 per share* |
|
N/A |
|
The
Nasdaq Stock Market LLC |
*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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
November 24, 2025, Akari Therapeutics, Plc (the “Company”) was notified (the “Notification Letter”) by the Nasdaq
Listing Qualifications (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq
Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities
to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum
bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price
of the Company’s American Depositary Shares (the “ADSs”), each representing 2,000 ordinary shares of the Company, par
value $0.0001 per share, for the 30 consecutive business days prior to the date of the Notification Letter, the Company no longer meets
the minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the ADSs on the Nasdaq
Capital Market and, at this time, the ADSs will continue to trade on the Nasdaq Capital Market under the symbol “AKTX”.
The
Notification Letter provides that the Company has 180 calendar days, or until May 25, 2026, to regain compliance with Nasdaq Listing
Rule 5550(a)(2). To regain compliance, the bid price of the ADSs must have a closing bid price of at least $1.00 per share for a minimum
of 10 consecutive business days. In the event the Company does not regain compliance by May 25, 2026, the Company may then be eligible
for additional 180 days if it meets the continued listing requirement for market value of publicly held shares and all other initial
listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice
of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance
period or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to
delist the Company’s ADSs, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings
Panel.
The
Company intends to monitor the closing bid price of its ADSs and may, if appropriate, consider implementing available options, including,
but not limited to, implementing a ratio change of its ADSs, to regain compliance with the minimum bid price requirement under the Nasdaq
Listing Rules.
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: |
November
26, 2025 |
By: |
/s/
Abizer Gaslightwala |
| |
|
Name: |
Abizer
Gaslightwala |
| |
|
Title: |
President
and Chief Executive Officer |
