Akari Therapeutics Plc SEC Filings

Akari Therapeutics, Plc is registering up to 34,680,906 American Depositary Shares (ADSs), representing 69,361,812,000 ordinary shares, for resale by existing investors. These ADSs are issuable from a mix of Series G warrants, pre-funded warrants, note exchange warrants and placement agent warrants tied to Akari’s December 2025 registered direct and private offerings and a December 2025 note exchange. Akari is not selling shares itself and will not receive proceeds from investor resales, though it may receive up to $8.9 million if warrants are exercised for cash. As of January 22, 2026, Akari had 45,781,350 ADSs (91,562,700,000 ordinary shares) outstanding plus 4,309,533 ordinary shares not in ADS form. The company is repositioned as an oncology business focused on antibody-drug conjugates, led by preclinical candidate AKTX-101, and reports a long history of operating losses, limited cash (about $2.5 million at September 30, 2025), material weaknesses in internal controls, and significant ongoing capital needs, all highlighted in extensive risk factors.

Akari Therapeutics, Plc is asking shareholders at a March 2, 2026 general meeting to approve five resolutions that would allow the exercise of several series of warrants issued in recent financings and a note exchange, as required under Nasdaq Listing Rules 5635(c) and 5635(d). The warrants relate to a December 2025 registered direct offering of 10,043,774 ADSs with matching Series G Warrants, a concurrent private placement to directors and officers with 2,563,713 Pre-Funded Warrants and 2,563,713 Series G Warrants, and an exchange of about $4 million of 2026 notes into 9,502,703 Pre-Funded Warrants and 9,502,703 Note Exchange Warrants. The board unanimously recommends voting FOR all warrant exercise proposals. If all Pre-Funded, Series G, Note Exchange and Placement Agent Warrants are exercised, Akari states that 80,462,236 ADSs, representing 159,898,691,533 ordinary shares, would be outstanding and the company could receive about $8.9 million in cash proceeds.

Akari Therapeutics reported a set of concurrent equity-related transactions expected to reshape its financing. The company agreed to a registered direct offering and concurrent private placements of American Depositary Shares (ADSs) and warrants, with aggregate gross cash proceeds expected to be approximately $5 million. Investors will purchase 10,043,774 ADSs with accompanying Series G warrants, while certain directors and officers will purchase pre-funded warrants for 2,563,713 ADSs plus matching Series G warrants.

Separately, Akari entered into note exchange agreements to cancel approximately $4 million in principal of its 2026 unsecured promissory notes in return for new pre-funded and note exchange warrants, after which those notes will be retired at closing. The Series G and note exchange warrants have an exercise price of $0.3883 per ADS and generally become exercisable after shareholder approval, subject to 4.99%–9.99% beneficial ownership limits. The company plans to use net proceeds for continued research and development, working capital and general corporate purposes.

Akari Therapeutics, PLC is selling 10,043,774 American Depositary Shares (ADSs) in a registered direct offering at $0.3883 per ADS, raising $3,899,997 before fees.

The company expects net proceeds of approximately $3.3 million after placement agent fees and expenses, which it plans to use for continued research and development, working capital and other general corporate purposes. Akari expects to have 45,781,350 ADSs outstanding immediately after the offering, up from 35,767,576 ADSs outstanding before the deal, so new buyers face immediate dilution of approximately $0.65 per ADS.

Alongside the ADS sale, Akari is issuing an equal number of unregistered Series G warrants in a concurrent private placement, plus additional pre-funded and note exchange warrants to insiders and noteholders, all generally exercisable only after shareholder approval and subject to 4.99% or 9.99% ownership limits. Approximately $3.8 million principal amount of unsecured notes due 2026 will be exchanged into new equity-linked securities, and the company believes its cash, together with this financing, will fund operations into the second quarter of 2026.

Akari Therapeutics, Plc reported that shareholders approved all proposals at a special general meeting held on December 15, 2025. A total of 71,479,461,523 ordinary shares were entitled to vote, and a quorum was present.

Shareholders backed the exercisability of certain warrants and the issuance of the ordinary shares underlying those warrants issued in an October 14, 2025 offering. They also approved a subdivision and re-designation of each ordinary share of USD 0.0001 into one Ordinary Share of USD 0.000000005 and 19,999 deferred shares of USD 0.000000005, new authority for directors to allot shares and grant rights up to an aggregate nominal amount of USD 3,000 until June 30, 2030, a share buyback contract for all Deferred Shares lasting until December 15, 2026, a five-year disapplication of statutory pre-emption rights for certain cash issuances, and the adoption of new articles of association.

Akari Therapeutics, Plc reported that it has prepared a new investor presentation dated December 8, 2025. Company officers and representatives intend to use this presentation at conferences and meetings to explain Akari’s business and prospects to current and potential investors.

The materials are provided as an exhibit to this report and are classified as “furnished” rather than “filed,” meaning they are not subject to certain liability provisions of the U.S. securities laws and are not automatically incorporated into other company filings.

Akari Therapeutics has received a notice from Nasdaq that its American Depositary Shares (ADSs) no longer meet the exchange’s minimum bid price requirement of $1.00 per share. The ADSs closed below this level for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5550(a)(2). The notice does not immediately affect trading, and the ADSs will continue to trade on the Nasdaq Capital Market under the symbol AKTX.

Akari has 180 calendar days, until May 25, 2026, to regain compliance by having its ADSs close at or above $1.00 for at least 10 consecutive business days. If it still does not meet the requirement, it may qualify for an additional 180-day period if it satisfies other Nasdaq listing standards, or it could ultimately face delisting, with the right to appeal. The company plans to monitor its share price and may consider options such as changing the ADS ratio to restore compliance.

Akari Therapeutics is asking shareholders to approve several key proposals at a general meeting on December 15, 2025. The main item is approval of the exercisability of warrants for up to 6,375,000 ADSs issued in an October 2025 financing, with exercise prices of $0.98 for the investor warrants and $1.00 for the placement agent warrants, which could raise about $6.25 million if fully exercised in cash.

Shareholders are also being asked to restructure the share capital by subdividing each $0.0001 ordinary share into one $0.000000005 ordinary share and 19,999 deferred shares, then buying back and cancelling the deferred shares. Additional proposals would authorize directors to allot shares up to a $3,000 nominal amount, disapply pre-emption rights for cash issuances until June 30, 2030, and adopt new articles of association. The board unanimously recommends voting in favor of all resolutions.

Akari Therapeutics, PLC is registering up to 12,750,000,000 ordinary shares, represented by 6,375,000 ADSs, for resale by selling shareholders who hold warrants issued in an October 2025 financing. Akari is not selling any ADSs in this transaction and will not receive proceeds from these resales, though it may receive up to $6.25 million if the warrants are exercised for cash.

The registered shares come from Series E and Series F warrants sold in an October 2025 private placement and placement agent warrants. As of November 13, 2025, Akari had 71,479,461,523 ordinary shares outstanding, and its ADSs traded at $0.529 on November 14, 2025. Following its 2024 merger with Peak Bio, Akari is focused on oncology, developing next‑generation antibody-drug conjugates, with lead candidate AKTX-101 in preclinical development.