Akari Therapeutics Files 8-K on Financing and Warrants

TL;DR

AKTX filed an 8-K detailing past financing rounds and warrant activity.

AI Summary

Akari Therapeutics Plc filed an 8-K on September 6, 2024, reporting on other events and financial statements. The filing references various financing activities and warrant issuances, including a December 2022 PIPE financing and April 2023 convertible note warrants. It also details warrant liabilities and fair value inputs for certain assets.

Why It Matters

This filing provides insight into Akari Therapeutics' financial structure and past financing events, which can impact its capital availability and shareholder dilution.

Risk Assessment

Risk Level: medium — The filing discusses past financing and warrant liabilities, which can indicate financial complexities and potential dilution for shareholders.

Key Numbers

• 20240906 — Filing Date (Date the 8-K was filed with the SEC.)
• 2022-12-01 — December 2022 PIPE Start Date (Indicates the period of a specific financing round.)
• 2023-06-22 — April 2023 Convertible Note Warrants Date (Specific date related to warrant issuance.)

Key Players & Entities

• Akari Therapeutics Plc (company) — Filer of the 8-K
• Celsus Therapeutics Plc (company) — Former company name
• Morria Biopharmaceuticals PLC (company) — Former company name
• December 2022 PIPE (dollar_amount) — Financing event
• April 2023 Convertible Note Warrants (dollar_amount) — Financing event

FAQ

Key Financial Figures

• $0.0001 — tal Market Ordinary Shares, par value $0.0001 per share* *Trading, but only in conn
• $13.5 million — 's net cash being greater than negative $13.5 million and (x) the PIPE Investment (as defined
• $10 million — lt in net proceeds to Akari of at least $10 million. Forward-Looking Statements This Cu

Filing Documents

• aktx-20240906.htm (8-K) — 393KB
• aktx-ex23_1.htm (EX-23.1) — 4KB
• aktx-ex99_1.htm (EX-99.1) — 1625KB
• aktx-ex99_2.htm (EX-99.2) — 1242KB
• aktx-ex99_3.htm (EX-99.3) — 660KB
• 0000950170-24-104428.txt ( ) — 17802KB
• aktx-20240906.xsd (EX-101.SCH) — 2345KB
• aktx-20240906_htm.xml (XML) — 3637KB

01. Other Events

Item 8.01. Other Events. As previously disclosed, on March 4, 2024, Akari Therapeutics, Plc, a public company limited by shares incorporated in England and Wales ("Akari"), entered into an Agreement and Plan of Merger, as amended by that certain side letter dated August 15, 2024 (the "Merger Agreement") with Peak Bio, Inc. ("Peak Bio") and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into Peak Bio (the "Merger"), with Peak Bio surviving the Merger as a wholly-owned subsidiary of Akari. This Current Report on Form 8-K is being filed to provide (i) updates to Akari's business section and (ii) the consolidated financial statements of Peak Bio and pro forma financial information, set forth under Item 9.01 below, which are incorporated herein by reference. Consummation of the Merger is subject to various conditions, including, among others, (i) approval of the Merger Agreement and Merger by Peak Bio stockholders, (ii) Akari's shareholders authorizing Akari's board of directors to allot all Akari ordinary shares to be issued in connection with the Merger (to be represented by Akari American Depositary Shares ("ADSs")), (iii) the absence of any law or order prohibiting consummation of the Merger, (iv) Akari's Registration Statement on Form S-4 (to be issued in connection with the Merger) having been declared effective, (v) the Akari ADSs issuable to Peak Bio stockholders having been authorized for listing on the Nasdaq Stock Market LLC, (vi) accuracy of the other party's representations and warranties (subject to certain materiality standards set forth in the Merger Agreement), (vii) compliance by the other party in all material respects with such other party's obligations under the Merger Agreement; (viii) the absence of a material adverse effect on the other party, (ix) the other party's net cash bein

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), about Akari and the Merger. Actual events or results may differ materially from these forward-looking statements. Words such as "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "future," "opportunity" "will likely result," "target," variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on Akari's and Peak Bio's current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing for completion of the Merger; uncertainties as to Peak Bio's and/or Akari's ability to obtain the approval of Akari's shareholders or Peak Bio's stockholders required to consummate the Merger the possibility that competing offers will be made by third parties the occurrence of events that may give rise to a right of one or both of Akari and Peak Bio to terminate the Merger Agreement; the possibility that various closing conditions for the proposed Merger may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if requ

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired The audited consolidated financial statements of Peak Bio and the notes thereto, as of and for the years ended December 31, 2023 and 2022, and the unaudited consolidated financial statements as of June 30, 2024 and for the six months ended June 30, 2024 and 2023, are included as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and are incorporated herein by reference. (b) Pro forma financial information The following unaudited pro forma condensed consolidated financial information of Akari, giving effect to the Merger, is included in Exhibit 99.3 hereto and is incorporated herein by reference: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2024; and Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2023 and six months ended June 30, 2024. (d) Exhibits Exhibit No. Description 23.1 Consent of Marcum LLP 99.1 Peak Bio, Inc. Audited Consolidated Financial Statements as of and for the years ended December 31, 2023 and 2022 99.2 Peak Bio, Inc. Unaudited Condensed Consolidated Financial Statements as of June 30, 2024 and for the six months ended June 30, 2024 and 2023 99.3 Unaudited Pro Forma Condensed Consolidated Financial Information as of June 30, 2024 and for the fiscal year ended December 31, 2023 and the six months ended June 30, 2024 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: September 6, 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