Akari Therapeutics (AKTX) delays 10-Q filing, anticipates material impairment

Rhea-AI Filing Summary

Akari Therapeutics, Plc notified the SEC it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because management and counsel devoted substantial time to matters relating to a previously announced upcoming public offering. The company expects to file within the five-day extension provided by Rule 12b-25. The filing states the quarterly results will reflect a material non-cash impairment charge triggered primarily by a sustained decline in market price and market capitalization, and that management evaluated recoverability and fair value under U.S. GAAP.

Key Figures

Quarter end: March 31, 2026 Extension length: five calendar days Contact telephone: (929) 274-7510

3 metrics

Quarter end March 31, 2026 Period covered by the delayed Form 10-Q

Extension length five calendar days Relief under Rule 12b-25 for quarterly reports

Contact telephone (929) 274-7510 Part IV contact for the notification

Key Terms

Rule 12b-25, material non-cash impairment charge, U.S. GAAP, market capitalization, +1 more

5 terms

Rule 12b-25 regulatory

"The Company expects to be in a position to file the Quarterly Report within the five-day extension provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

material non-cash impairment charge financial

"Based on the analysis performed, the Company expects to recognize a material non-cash impairment charge"

U.S. GAAP financial

"performed an evaluation of the recoverability and fair value of the affected assets in accordance with applicable U.S. GAAP guidance"

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

market capitalization market

"sustained decline in the Company’s market price and market capitalization relative to the carrying value"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

public offering financial

"devoting substantial time and resources to matters relating to the Company’s previously announced upcoming public offering"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☐ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☒ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR

For Period Ended: March 31, 2026

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

For the Transition Period Ended: ___________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Akari Therapeutics, Plc

Full Name of Registrant

N/A

Former Name if Applicable

401 E Jackson St, Suite 300

Address of Principal Executive Office (Street and Number)

Tampa, FL, 33602

City, State and Zip Code

SEC 1344 (06-19) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Quarterly report on Form 10-Q for the period ended March 31, 2026 (“Quarterly Report”) of Akari Therapeutics, Plc (the “Company”) could not be filed on schedule due to management and counsel devoting substantial time and resources to matters relating to the Company’s  previously announced upcoming public offering and the disclosures related thereto. The Company expects to be in a position to file the Quarterly Report within the five-day extension provided by Rule 12b-25 under the Securities Exchange Act of 1934.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Kameel Farag		(929)		274-7510
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates that the condensed consolidated statements of operations and comprehensive loss to be included in the quarterly report will reflect a significant change in results of operations compared to the corresponding period of the prior fiscal year due to the expected recognition of an impairment charge under U.S. GAAP. The impairment assessment was triggered primarily by a sustained decline in the Company’s market price and market capitalization relative to the carrying value of its net assets, which management determined to be an indicator of impairment. As a result, the Company performed an evaluation of the recoverability and fair value of the affected assets in accordance with applicable U.S. GAAP guidance. Based on the analysis performed, the Company expects to recognize a material non-cash impairment charge.

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Akari Therapeutics Plc

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date May 18, 2026 By /s/ Kameel Farag

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1.	This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.	One signed original and four conformed copies of this Form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the Form will be made a matter of public record in the Commission files.
3.	A manually signed copy of the Form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4.	Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The Form shall be clearly identified as an amended notification.
5.	Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter).
6.	Interactive data submissions. This Form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).

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FAQ

Why did Akari Therapeutics (AKTX) file a Form 12b-25 for the quarter ended March 31, 2026?

Akari says management and counsel devoted substantial time to matters related to a previously announced upcoming public offering. This allocation of resources prevented timely completion of the Form 10-Q and the company expects to use the five-day extension under Rule 12b-25.

When does Akari expect to file the delayed Form 10-Q for the period ended March 31, 2026?

The company expects to file the Quarterly Report within the five-calendar-day extension provided by Rule 12b-25. The notification explicitly states the company will use that five-day relief to submit the Form 10-Q following the prescribed due date.

Will Akari report any material charges in the delayed quarter?

Yes. Akari expects to recognize a material non-cash impairment charge in the condensed consolidated statements of operations and comprehensive loss, reflecting management's recoverability and fair-value evaluation under applicable U.S. GAAP guidance.

What triggered Akari’s impairment assessment disclosed in the Form 12b-25?

The impairment assessment was triggered primarily by a sustained decline in the company’s market price and market capitalization relative to carrying value of net assets, which management identified as an indicator of potential impairment under U.S. GAAP.

Who can I contact at Akari regarding the late filing?

The notification lists Kameel Farag with telephone contact (929) 274-7510. That contact is provided in Part IV for follow-up on the late filing and related questions about the anticipated Form 10-Q.