Akari Therapeutics Enters Definitive Agreement, Discloses Equity Sales

TL;DR

AKTX signed a deal & sold stock, filing shows.

AI Summary

Akari Therapeutics Plc announced on May 29, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and filed financial statements and exhibits. Akari Therapeutics Plc is incorporated in England and Wales and its principal executive offices are located in Boston, MA.

Why It Matters

This filing indicates significant corporate actions, including a new agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Numbers

• 001-36288 — SEC File Number (Identifies the company's filing with the SEC.)
• 98-1034922 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Akari Therapeutics Plc (company) — Registrant
• May 29, 2024 (date) — Date of earliest event reported
• England and Wales (jurisdiction) — State of incorporation
• 22 Boston Wharf Road FL 7 Boston, MA 02210 (address) — Principal executive offices
• Celsus Therapeutics Plc. (company) — Former company name
• Morria Biopharmaceuticals PLC (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — tal Market Ordinary Shares, par value $0.0001 per share* *Trading, but only in conn
• $1.885 — 4,029,754 ADSs, at a per unit price of $1.885 per ADS and Warrant. The Purchase Agree
• $1.76 — Patel, M.D.) have an exercise price of $1.76 per ADS, which is equal to the Nasdaq o
• $1.79 — Patel, M.D., have an exercise price of $1.79 per ADS, which is equal to the price at

Filing Documents

• aktx-20240529.htm (8-K) — 55KB
• aktx-ex4_1.htm (EX-4.1) — 151KB
• aktx-ex4_2.htm (EX-4.2) — 165KB
• aktx-ex10_1.htm (EX-10.1) — 329KB
• 0000950170-24-068304.txt ( ) — 1033KB
• aktx-20240529.xsd (EX-101.SCH) — 96KB
• aktx-20240529_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 29, 2024, Akari Therapeutics, Plc (the " Company ") entered into a definitive agreement (the " Purchase Agreement ") with certain investors, the Company's Chairman, Dr. Ray Prudo, and a director and Interim President and Chief Executive Officer of the Company, Samir R. Patel, M.D., pursuant to which the Company agreed to sell and issue in a private placement (the " Private Placement ") an aggregate of 4,029,754 unregistered American Depository Shares (" ADSs "), each representing 2,000 of the Company's ordinary shares (the " Ordinary Shares "), and Series C Warrants (the " Warrants ") to purchase up to 4,029,754 ADSs, at a per unit price of $1.885 per ADS and Warrant. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The Private Placement closed on May 31, 2024. Upon the closing of the Private Placement, the Company issued and sold 3,817,553 ADSs and Warrants to purchase up to 3,817,553 ADSs pursuant to the Purchase Agreement, and the remaining 212,201 ADSs and Warrants to purchase up to 212,201 ADSs will be issued and sold by the Company at a later date upon the receipt of the proceeds related thereto. The Warrants have a term of 3 years from the closing date of the Private Placement and have cashless exercise provisions. The Warrants (other than those issued to Dr. Ray Prudo and Samir R. Patel, M.D.) have an exercise price of $1.76 per ADS, which is equal to the Nasdaq official closing price of the Company's ADSs on the Nasdaq Capital Market on May 29, 2024. The Warrants issued to Dr. Ray Prudo and Samir R. Patel, M.D., have an exercise price of $1.79 per ADS, which is equal to the price at which the Company's ADSs were last sold on the Nasdaq Capital Market on May 29, 2024. The Company paid Paulson Investment Company, LLC (" Paulson ") a cash fee equal to 8% (or 2% for any investor that is a director, i

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described herein is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Series C Warrant 4.2 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement, dated May 29, 2024, by and among Akari Therapeutics, Plc and the purchasers party thereto 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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: June 4, 2024 By: /s/ Samir R. Patel, M.D. Samir R. Patel, M.D. Interim President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR