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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): June 30, 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
Depositary 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
5.07. Submission of Matters to a Vote of Security Holders.
On
June 30, 2026, Akari Therapeutics, Plc (the “Company”) held its Annual General Meeting. Proxies were solicited
pursuant to the Company’s Proxy Statement, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange
Act of 1934, as amended. The number of ordinary shares entitled to vote at the Annual General Meeting was 140,032,769,533. The number
of ordinary shares present or represented by valid proxy at the Annual General Meeting established a quorum for the Annual General Meeting.
The Annual General Meeting duly proceeded in accordance with the provisions of the articles of association of the Company.
The
voting results below are final and reported in ordinary shares.
| Ordinary
Resolution |
|
For |
|
Against |
Abstain |
| To
receive the report of the Board of Directors and the accounts for the year ended December 31, 2025, together with the report of the
statutory auditor and the strategic report. |
|
59,475,894,977 |
|
160,000 |
152,962,489 |
| To
approve, on an advisory-basis, the Board of Directors’ Remuneration Report (excluding the Board of Directors’ Remuneration
Policy), as set out in the Company’s annual report and accounts for the financial year ended December 31, 2025. |
|
41,140,049,749 |
|
944,080,000 |
17,544,887,717 |
| To
approve, the Directors’ Remuneration Policy, as set out in the Company’s annual report and accounts for the financial
year ended December 31, 2025. |
|
38,441,889,749 |
|
3,648,160,000 |
17,538,967,717 |
| To
re-elect Hoyoung Huh as a director of Akari, as a Class A Director as stated in Article 19.2.1 of the Company’s articles of
association (the “Articles”). |
|
31,783,014,977 |
|
5,492,720,000 |
22,353,282,489 |
| To
re-elect Robert Bazemore as a director of Akari, as a Class A Director as stated in Article 19.2.1 of the Articles. |
|
41,548,134,977 |
|
553,840,000 |
17,527,042,489 |
| To
re-elect James Neal as a director of Akari, as a Class A Director as stated in Article 19.2.1 of the Articles. |
|
13,069,414,977 |
|
29,032,560,000 |
17,527,042,489 |
| To
re-elect Sandip I. Patel as a director of Akari, as a Class A Director as stated in Article 19.2.1 of the Articles. |
|
41,560,694,977 |
|
541,280,000 |
17,527,042,489 |
| To
re-elect Samir R. Patel as a director of Akari, as a Class A Director as stated in Article 19.2.1 of the Articles. |
|
41,560,694,977 |
|
529,680,000 |
17,538,642,489 |
| To
re-elect Abizer Gaslightwala as a director of Akari, as a Class A Director as stated in Article 19.2.1 of the Articles. |
|
42,095,414,977 |
|
480,000 |
17,533,122,489 |
| To
ratify the appointment of BDO USA, P.C. as independent registered public accounting firm of Akari for the year ending December 31,
2026. |
|
59,487,814,977 |
|
160,000 |
141,042,489 |
| To
re-appoint HaysMac LLP as statutory auditors of Akari to hold office until the conclusion of the next annual general meeting at which
accounts are laid before Akari shareholders. |
|
59,457,974,977 |
|
29,840,000 |
141,202,489 |
| To
authorize the audit committee of the Board of Directors of Akari to fix the statutory auditors’ remuneration. |
|
58,806,054,977 |
|
666,320,000 |
156,642,489 |
| To
approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in
the Proxy Statement. |
|
38,483,569,749 |
|
3,600,320,000 |
17,545,127,717 |
| To
approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of ordinary shares, pursuant to the Company’s ELOC Purchase
Agreement. |
|
37,958,854,977 |
|
4,141,360,000 |
17,528,802,489 |
| To
approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of Series H Warrants, Series I Warrants and
Series J Warrants to purchase up to an aggregate of 4,411,764 American Depositary Shares pursuant to a securities purchase agreement
dated May 20, 2026 and the issuance of the ADSs and ordinary shares underlying such warrants, and an aggregate of 117,647 placement
agent ADSs pursuant to a placement agent agreement dated May 20, 2026. |
|
37,806,614,977 |
|
4,299,760,000 |
17,522,642,489 |
| To
approve, in accordance with Nasdaq Listing Rule 5635(b), the potential issuance of shares in a private placement offering, which
would result in a “change of control” of the Company. |
|
38,003,814,977 |
|
4,102,480,000 |
17,522,722,489 |
| That,
in accordance with section 551 of the U.K. Companies Act 2006, our directors or any duly authorized committee of the directors be
generally and unconditionally authorized to allot shares in Akari and to grant rights to subscribe for or to convert any security
into shares in Akari up to an aggregate nominal amount of USD 20,000 for a period expiring (unless otherwise renewed, varied or revoked
by Akari at a general meeting) on June 30, 2031 (the “General Allotment Proposal”), save that Akari 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. |
|
53,833,094,977 |
|
5,690,480,000 |
105,442,489 |
| Special
Resolution |
|
For |
|
Against |
Abstain |
That,
conditional the General Allotment Proposal being duly passed, in accordance with section
570 of the U.K. Companies Act 2006, the directors of Akari (or any duly authorized committee
of the directors of Akari) be generally empowered to allot equity securities (as defined
in section 560 of the U.K. Companies Act 2006) for cash pursuant to the authorization conferred
on them by the General Allotment Proposal as if section 561 of the U.K. Companies Act 2006
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 Akari
prior to or on that date) five years after the date on which this resolution is passed save
that Akari 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. |
|
53,853,889,749 |
|
5,667,120,000 |
108,007,717 |
At the Annual General Meeting,
James Neal was not re-elected to the Board of Directors, having failed to receive the requisite shareholder approval. Accordingly, Mr.
Neal’s service as a director ended upon the conclusion of the Annual General Meeting. Mr. Neal served as a member of the Audit
Committee and Chair of the Compensation Committee of the Board of Directors immediately prior to the Annual General Meeting. Accordingly,
subsequent to the Annual General Meeting, the Board of Directors appointed Dr. Ray Prudo to serve as a member of the Audit Committee,
effective immediately, and Robert Bazemore, a current member of the Compensation Committee, was appointed Chair.
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:
July 2, 2026 |
By: |
/s/
Kameel Farag |
| |
|
Kameel
Farag |
| |
|
Interim
Chief Financial Officer |
