Director Neal James acquires Akari (AKTX) ADS warrants via placement and note swap

Rhea-AI Filing Summary

Akari Therapeutics director Neal James increased his economic exposure to the company on December 16, 2025 by acquiring derivative securities tied to its American Depositary Shares (ADSs).

He obtained a total of 11,132 warrants and pre-funded warrants to purchase ADSs through a private placement and a note cancellation and exchange agreement. The PIPE pre-funded warrants and accompanying Series G Warrants, as well as additional note-exchange warrants, are exercisable only upon shareholder approval. The pre-funded warrants carry a stated conversion exercise price of $0.00001 per ADS.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Neal James R

(Last) (First) (Middle)

C/O AKARI THERAPEUTICS PLC

401 EAST JACKSON STREET, SUITE 3300

(Street)

TAMPA FL 33602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Akari Therapeutics Plc [ AKTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase American Depositary Shares ("ADRs")(1)(2)	$0.3883	12/16/2025		P		2,473		(3)	(3)	American Depositary Shares representing Ordinary Shares	2,473	(4)	2,473	D
Pre-Funded Warrants to purchase ADRs(1)(2)	$0.0000(7)	12/16/2025		P		2,473		(3)	(3)	American Depositary Shares representing Ordinary Shares	2,473	$0.4041(4)	2,473	D
Warrants to purchase ADRs(1)(5)	$0.3883	12/16/2025		P		3,093		(6)	(6)	American Depositary Shares representing Ordinary Shares	3,093	(5)	3,093	D
Pre-Funded Warrants to purchase ADRs(1)(5)	$0.0000(7)	12/16/2025		P		3,093		(6)	(6)	American Depositary Shares representing Ordinary Shares	3,093	$0.4041(5)	3,093	D

Explanation of Responses:

1. Each American Depositary Share ("ADS") represents 2,000 Ordinary Shares with a par value of $0.000000005 per Ordinary Share of the Issuer.

2. On December 16, 2025, the Reporting Person acquired (i) unregistered pre-funded warrants to purchase up to 2,473 ADSs (the "PIPE PFWs" and ) and (ii) accompanying Series G Warrants to purchase up to 2,473 ADSs (the "Series G Warrants"), at a combined purchase price of $0.4041 per PIPE PFW and Series G Warrant in a private placement transaction pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended.

3. The Series G Warrants and the PIPE PFWs shall be exercisable upon shareholder approval, with the Series G Warrants having a five-year term from such approval, and the PIPE PFWs remaining exercisable until fully exercised.

4. The combined purchase price per one PIPE PFW and accompanying PIPE Series G Warrant was $0.4041.

5. On December 16, 2025, the Reporting Person and the Issuer entered into a note cancellation and exchange agreement, pursuant to which, in exchange for the entire outstanding principal amount and all accrued interest on the Issuer's unsecured promissory note held by the Reporting Person, the Issuer issued to the Reporting Person (i) unregistered pre-funded warrants (the "Note Exchange Unregistered Pre-Funded Warrants") to purchase up to 3,093 ADSs, at a purchase price of $0.4041 per Note Exchange Unregistered Pre-Funded Warrant, and (ii) unregistered warrants to purchase up to 3,219 ADSs (the "Note Exchange Unregistered Warrants").

6. The Note Exchange Unregistered Warrants and the Note Exchange Unregistered Pre-Funded Warrants shall be exercisable upon shareholder approval, with the Note Exchange Unregistered Warrants having a five-year term from such approval, and the Note Exchange Unregistered Pre-Funded Warrants remaining exercisable until fully exercised.

7. Conversion Exercise Price of Security is $0.00001

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Abizer Gaslightwala, as Attorney-in-Fact	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Akari Therapeutics (AKTX) director Neal James buy in this Form 4 filing?

Director Neal James acquired derivative securities linked to Akari Therapeutics ADSs, including warrants and pre-funded warrants. In total, he obtained rights to purchase 11,132 ADSs through a combination of private placement participation and a note cancellation and exchange agreement with the company.

How many Akari Therapeutics (AKTX) ADSs are covered by the warrants in this Form 4?

The filing shows rights to acquire 11,132 Akari Therapeutics ADSs. These come from 2,473 PIPE pre-funded warrants and accompanying Series G Warrants, plus 3,093 note-exchange pre-funded warrants and 3,219 additional note-exchange warrants, all referencing ADSs representing ordinary shares.

At what price were the Akari Therapeutics (AKTX) pre-funded warrants and Series G Warrants purchased?

The PIPE pre-funded warrants and accompanying Series G Warrants were purchased at a combined price of $0.4041 per pre-funded warrant and Series G Warrant. This combined price applies to each unit consisting of one PIPE pre-funded warrant and one Series G Warrant acquired in the private placement.

When can the Akari Therapeutics (AKTX) warrants reported in this Form 4 be exercised?

Both the PIPE warrants and the note-exchange warrants become exercisable only upon shareholder approval. The Series G and note-exchange warrants have five-year terms from that approval date, while the related pre-funded warrants remain exercisable until they are fully exercised by the holder.

What is the exercise price of the Akari Therapeutics (AKTX) pre-funded warrants in this insider transaction?

The pre-funded warrants reported carry a stated conversion exercise price of $0.00001 per ADS. This very low exercise price means the economic cost is primarily the initial purchase price, with only a nominal amount payable on exercise when the ADSs are actually issued.

How was Akari Therapeutics (AKTX) debt involved in this Form 4 transaction?

Akari Therapeutics entered a note cancellation and exchange agreement with Neal James. In exchange for the entire outstanding principal and all accrued interest on his unsecured promissory note, the company issued note-exchange pre-funded warrants and additional note-exchange warrants to purchase specified amounts of ADSs.