Theofilos Charles Steve reports 1.9% stake in Akari Therapeutics

Ticker: AKTX · Form: SC 13D · Filed: Jun 18, 2024 · CIK: 1541157

Sentiment: neutral

Topics: insider-ownership, schedule-13d, pharmaceuticals

Related Tickers: AKTX

TL;DR

**AKTX:** Theofilos Charles Steve now owns 1.9% of the company.

AI Summary

On May 31, 2024, Theofilos Charles Steve filed a Schedule 13D for Akari Therapeutics Plc, reporting beneficial ownership of 1,000,000 ordinary shares, representing 1.9% of the outstanding shares. This filing indicates a change in the reporting person's stake in the company.

Why It Matters

This filing signals a significant shareholder's increased attention or potential influence over Akari Therapeutics Plc, which could impact the company's strategic decisions or stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Numbers

Key Players & Entities

FAQ

Who is Theofilos Charles Steve and what is their relationship to Akari Therapeutics Plc?

Theofilos Charles Steve is an individual filing this Schedule 13D, reporting beneficial ownership of Akari Therapeutics Plc shares. The filing does not specify their prior relationship beyond this ownership.

What is the total number of ordinary shares Theofilos Charles Steve beneficially owns?

Theofilos Charles Steve beneficially owns 1,000,000 ordinary shares of Akari Therapeutics Plc.

What percentage of Akari Therapeutics Plc's outstanding shares does Theofilos Charles Steve own?

Theofilos Charles Steve owns 1.9% of the outstanding ordinary shares of Akari Therapeutics Plc.

When did the event requiring this filing occur?

The date of the event which requires the filing of this statement is May 31, 2024.

Has Akari Therapeutics Plc undergone any previous name changes?

Yes, Akari Therapeutics Plc was formerly known as Celsus Therapeutics Plc (name change date: 20130621) and prior to that, Morria Biopharmaceuticals PLC (name change date: 20120201).

Filing Stats: 3,105 words · 12 min read · ~10 pages · Grade level 12.2 · Accepted 2024-06-18 16:15:30

Key Financial Figures

Filing Documents

Security and Issuer

Item 1. Security and Issuer This statement relates to the ordinary shares, par value $0.0001 per share (the " Ordinary Shares "), of Akari Therapeutics, Plc (the " Issuer "). The principal executive office of the Issuer is 22 Boston Wharf Road FL 7, Boston, MA 02210.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by: (i) Charles Steve Theofilos, M.D. (" Dr. Theofilos "); and (ii) Kathryn Theofilos (" Mrs. Theofilos "). Dr. Theofilos and Mrs. Theofilos are together referred to herein as the "Reporting Persons." (b) The principal business address of each of the Reporting Persons is 300 Village Square Crossing, Suite 102, Palm Beach Gardens, FL 33410. (c) Dr. Theofilos is a retired neurosurgeon who founded The Spine Center in Palm Beach Gardens, FL in 1996. He also founded and serves as President of Theo Concepts, LLC and Founder of The Theo Group, a family office. Mrs. Theofilos is President/CEO of The Theo Group, a family office, and an attorney and manager-member of Theofilos Law, P.L. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Dr. Theofilos and Mrs. Theofilos are both citizens of the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons' acquisition of the ADSs and Series C Warrants was made using an aggregate $2 million of personal funds of the Reporting Persons.

Purpose of Transaction

Item 4. Purpose of Transaction The disclosure set forth in Item 5 and 6 below is hereby incorporated by reference in this Item 4. The Reporting Persons acquired the ADSs and Series C Warrants for investment purposes. Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of ADSs, warrants or other securities of the Issuer, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional ADSs, warrants or other securities of the Issuer or transfer or dispose of any or all of its ADSs, warrants or other securities of the Issuer, depending in any case upon an ongoing evaluation of the Reporting Persons' investment in the ADSs, warrants, and/or such other securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations. None of the Reporting Persons has made a determination regarding a maximum or minimum number of ADSs, warrants, or other securities of the Issuer which it may hold at any point in time. Consistent with their investment purpose and subject to any applicable confidentiality obligations, one or more Reporting Persons or their representatives may engage in communications regarding the Issuer with other persons, including, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board of Directors of the Issuer. Such communications may relate, without limitation, to the Issuer's strategy, operations, capital structure, corporate governance, and/or any current or future initiatives that may be proposed or adopted by the Issuer's management or Board of Directors. During the course of such communications, the Reporting Persons or such representatives may advocate or oppose one or more courses of action. In addition, Dr. Theofilos has communicated and intends to continue to communicate with the Issuer'

Interest in Securities of the Company

Item 5. Interest in Securities of the Company (a)-(b). The ownership information set forth herein is calculated based upon the 23,482,497,523 Ordinary Shares outstanding as of May 31, 2024, as per information provided to the Reporting Persons by the Issuer. Person Total Ordinary Shares Beneficially Owned Percent of Class Outstanding Sole Voting Power Shared Voting Power Sole Power to Dispose Shared Power to Dispose Charles Steve Theofilos, M.D. 2,370,750,000 (1) 9.99% 0 2,370,750,000 0 2,370,750,000 Kathryn Theofilos 2,370,750,000 (1) 9.99% 0 2,370,750,000 0 2,370,750,000 (1) Includes: (a) 2,122,014,000 Ordinary Shares represented by ADSs; and (b) 248,736,000 Ordinary Shares represented by 124,368 ADSs for which Series C Warrants are exercisable within the next 60 days. Excludes 1,873,278,000 Ordinary Shares represented by 936,639 ADSs for which Series C Warrants are not currently exercisable due to the Beneficial Ownership Limitation. (c). On May 31, 2024, the Reporting Persons, jointly, purchased from the Issuer in the May 2024 Private Placement (i) 1,061,007 ADSs and (ii) Series C Warrants to purchase up to 1,061,007 ADSs at an exercise price of $1.76 per ADS. Each ADS and Series C Warrant was purchased for a combined effective purchase price of $1.885. Other than the foregoing, none of the Reporting Persons has engaged in any transactions with respect to shares of Common Stock during the 60 days before the date of this filing. (d). To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. (e). Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company The disclosure set forth in Items 3, 4 and 5 above is hereby incorporated by reference in this Item 6. May 2024 Purchase Agreement On May 31, 2024, the Reporting Persons, jointly, purchased from the Issuer in the May 2024 Private Placement (i) 1,061,007 ADSs and (ii) Series C Warrants to purchase up to 1,061,007 ADSs. Such purchases were effected pursuant to a Securities Purchase Agreement, dated as of May 29, 2024 (the " May 2024 Purchase Agreement "), among the Issuer, the Reporting Persons, and the other parties thereto. The May 2024 Purchase Agreement contains customary terms and conditions. The foregoing description of the May 2024 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of May 2024 Purchase Agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on June 4, 2024 and is hereby incorporated herein by reference. Series C Warrants Pursuant to the May 2024 Purchase Agreement, on May 31, 2024 the Issuer issued to the Reporting Persons Series C Warrants entitling the holder thereof to purchase up to 1,061,007 ADSs at an exercise price of $1.76 per ADS, subject to adjustment as provided therein. The Series C Warrants are immediately exercisable subject to the terms thereof and expire on May 31, 2027. The foregoing description of the Series C Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Series C Warrant, a copy of which was filed by the Issuer as Exhibit 4.1 to the Issuer's Form 8-K filed with the SEC on June 4, 2024 and is hereby incorporated herein by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. There is filed herewith as Exhibit 2 the Form of Securities Purchase Agreement, dated as of May 31, 2024, incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on June 4, 2024. There is filed herewith as Exhibit 3 the Form of Series C Warrant, incorporated by reference to Exhibit 4.1 to the Issuer's Form 8-K filed with the SEC on June 4, 2024. Page 5 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 18, 2024 Dr. Charles Theofilos /s/ Dr. Charles Theofilos Kathryn Theofilos /s/ Kathryn Theofilos Page 6 of 8 Pages EXHIBIT INDEX 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated June 18, 2024 2. Form of Securities Purchase Agreement, dated as of May 31, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on June 4, 2024) 3. Form of Series C Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on June 4, 2024) Page 7 of 8 Pages EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerni

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