Akari Therapeutics (NASDAQ: AKTX) adds private‑placement warrants and purchase agreement exhibits

Rhea-AI Filing Summary

Akari Therapeutics, Plc amends its registration statement (File No. 333-297257) solely to file certain exhibits. The amendment attaches amended Articles of Association, deposit agreement documents for American Depositary Shares, forms of warrants (including Pre-Funded, Series H, I, and J), the Securities Purchase Agreement dated May 20, 2026 and its June 23, 2026 amendment, and related legal opinions and consents. The filing is signed by Abizer Gaslightwala as President and CEO on July 8, 2026.

Insights

Corporate Counsel

Amendment is administrative and limited to exhibits, not new offering terms.

The amendment states it is filed "solely for the purpose of filing certain exhibits," attaching governance documents, deposit agreements for ADSs, forms of warrants, the May 20, 2026 Securities Purchase Agreement, and a June 23, 2026 amendment. These exhibits support prior private-placement activity cited in the amendment.

Key dependencies include the referenced Purchase Agreement and warrant forms; timing and cash‑flow treatment are set by those agreements rather than this exhibit filing. Subsequent filings or the referenced agreements will provide transaction economics and operational impact.

Key Figures

File Number: 333-297257 Securities Purchase Agreement date: May 20, 2026 Amendment to Purchase Agreement date: June 23, 2026 +2 more

5 metrics

File Number 333-297257 Registration Statement referenced on amendment

Securities Purchase Agreement date May 20, 2026 Form of Securities Purchase Agreement attached as Exhibit 10.1

Amendment to Purchase Agreement date June 23, 2026 Amendment No.1 to Securities Purchase Agreement attached as Exhibit 10.2

Registration amendment date (signature) July 8, 2026 Document signed and dated by CEO and officers

Related Form F-6 file number 333-185197 Deposit Agreement exhibits incorporated by reference from Form F-6 filings

Key Terms

Deposit Agreement, American Depositary Shares, Pre-Funded Warrant, Securities Purchase Agreement, +1 more

5 terms

Deposit Agreement regulatory

"Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

American Depositary Shares financial

"Form of Deposit Agreement ... Owners and Holders from time to time of American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Pre-Funded Warrant financial

"Form of Pre-Funded Warrant issued by Akari Therapeutics, Plc in connection with the May Private Placement"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Securities Purchase Agreement legal

"Form of Securities Purchase Agreement dated as of May 20, 2026 between Akari Therapeutics, Plc and the purchasers"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Post-Effective Amendment regulatory

"Post-Effective Amendment No. 1 to Registration Statement on Form F-6"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

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FAQ

What does the S-3/A amendment for AKTX do?

It files exhibits related to governance and prior financings. The amendment attaches amended Articles, deposit agreements for ADSs, warrant forms, the May 20, 2026 Securities Purchase Agreement, and a June 23, 2026 amendment.

Were new securities registered in this amendment (AKTX)?

The amendment states it is filed solely to add exhibits, not to register new securities. It references previously filed Form F-6 exhibits and private-placement documents but does not state an offering amount on the facing pages included here.

Which private-placement documents are attached in the AKTX amendment?

The filing includes the Securities Purchase Agreement dated May 20, 2026 and its June 23, 2026 amendment. It also attaches forms of Pre‑Funded and Series H/I/J warrants issued in the May private placement.

Who signed the registration amendment for Akari Therapeutics (AKTX)?

Abizer Gaslightwala signed as President and Chief Executive Officer on July 8, 2026. Other directors and the interim CFO also signed the document on the same date as indicated in the signature block.

Are deposit agreements or ADS documents included in the AKTX filing?

Yes — deposit agreements and American Depositary Receipt forms are included by reference. The amendment lists the Form of Deposit Agreement and multiple amendments (File No. 333-185197) incorporated by reference and several ADR form exhibits.

As filed with the Securities and Exchange Commission on July 8, 2026

Registration No. 333-297257

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AKARI THERAPEUTICS, PLC

(Exact name of registrant as specified in its charter)

England and Wales		2834		98-1034922
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification No.)

401 East Jackson Street, Suite 3300

Tampa, FL 33602

(929) 274-7510

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Abizer Gaslightwala

President and Chief Executive Officer

401 East Jackson Street, Suite 3300

Tampa, FL 33602

(929) 274-7510

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gary Emmanuel, Esq.

Win Rutherfurd, Esq.

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Tel: (212) 801-9200

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-297257) is being filed solely for the purpose of filing certain exhibits. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

The following exhibits are attached hereto:

Exhibit No.		Description
3.1		Amended Articles of Association of Akari Therapeutics, Plc (incorporated by reference to the Exhibit 3.1 to Registrant’s Current Report on Form 6-K, as filed with the SEC on July 8, 2023).
4.1		Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to the exhibit 99.(A) previously filed with the Registrant’s Registration Statement on Form F-6 (No. 333-185197) filed on November 30, 2012).
4.2		Amendment to Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to the registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (No. 333-185197) filed on December 24, 2013).
4.3		Form of American Depositary Receipt; the Form is Exhibit A of Amendment No. 1 to the Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Registration Statement on Form F-6 (No. 333-185197) filed on November 30, 2012).
4.4		Form of Amendment No. 2 to Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on September 9, 2015).
4.5		Form of Amendment No. 3 to Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on August 17, 2023).
4.5		Form of Amendment No. 4 to Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on March 31, 2026).
4.6		Form of American Depositary Receipt; the Form is Exhibit A of Amendment No. 2 to the Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on September 9, 2015).
4.7**		Form of Pre-Funded Warrant issued by Akari Therapeutics, Plc in connection with the May Private Placement.
4.8*		Form of Series H Warrant issued by Akari Therapeutics, Plc in connection with the May Private Placement.
4.9*		Form of Series I Warrant issued by Akari Therapeutics, Plc in connection with the May Private Placement.
4.10**		Form of Series J Warrant issued by Akari Therapeutics, Plc in connection with the May Private Placement.
5.1*		Opinion of Greenberg Traurig LLP as to the legality of the securities being registered.
10.1**		Form of Securities Purchase Agreement dated as of May 20, 2026 between Akari Therapeutics, Plc and the purchasers party thereto (incorporated by reference to Exhibit 10.1 previously filed with the Registrant’s Current Report on Form 8-K as filed with the SEC on May 22, 2026).
10.2**		Amendment No.1 to the Securities Purchase Agreement dated as of June 23, 2026 between Akari Therapeutics, Plc and the purchasers party thereto (incorporated by reference to Exhibit 10.1 previously filed with the Registrant’s Current Report on Form 8-K as filed with the SEC on June 26, 2026).
23.1*		Consent of BDO USA, P.C.
23.3*		Consent of Greenberg Traurig LLP (included in Exhibit 5.1)
24.1**		Power of Attorney (included in signature page)
107**		Filing Fee Table

* Filed herewith.

** Previously Filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tampa, Florida on this July 8, 2026.

AKARI THERAPEUTICS, PLC
By:	/s/ Abizer Gaslightwala
Name:	Abizer Gaslightwala
Title:	President and Chief Executive Officer
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name		Title		Date
*		President, Chief Executive Officer and Director		July 8, 2026
Abizer Gaslightwala		(principal executive officer)
*		Interim Chief Financial Officer		July 8, 2026
Kameel Farag		(principal financial and accounting officer)
*		Chairman		July 8, 2026
Hoyoung Huh, M.D., Ph.D.
*		Director		July 8, 2026
Ray Prudo, M.D.
*		Director		July 8, 2026
Samir R. Patel, M.D.
*		Director		July 8, 2026
Sandip I. Patel
*		Director		July 8, 2026
Robert Bazemore
* By: /s/ Abizer Gaslightwala
Abizer Gaslightwala
Attorney-in-fact