Akari Therapeutics Plc Files 8-K with Multiple Material Events

TL;DR

AKTX filed an 8-K detailing asset deals, potential delisting, equity sales, and exec changes. Big news.

AI Summary

Akari Therapeutics Plc announced on November 13, 2024, that it has entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also provided notice of potential delisting or failure to meet listing rules, and disclosed information regarding unregistered sales of equity securities and changes in its board and officer appointments. Additionally, Akari Therapeutics Plc made a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential asset changes and listing rule compliance issues, which could impact the company's operational status and stock trading.

Risk Assessment

Risk Level: high — The filing mentions potential delisting or failure to meet listing rules, which poses a significant risk to investors.

Key Players & Entities

• Akari Therapeutics Plc (company) — Filer of the 8-K report
• 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
• $1.70 — 13,402 ADSs, at a per unit price of (i) $1.70 per ADS and Warrant for all investors o
• $2 — s other than Drs. Patel and Prudo, (ii) $2.385, which is equal to the consolidated
• $0.125 — Stock Market on November 12, 2024 plus $0.125 for Drs. Patel and Prudo, for aggregate
• $3.2 million — Prudo, for aggregate gross proceeds of $3.2 million. The Purchase Agreement also contains r
• $2.26 — The Warrants have an exercise price of $2.26 per ADS, which is equal to the Nasdaq o
• $2,500,000 — q to regain compliance with the minimum $2,500,000 stockholders' equity requirement for co
• $2.5 million — t it has stockholders' equity above the $2.5 million requirement and has regained Compliance

Filing Documents

• aktx-20241113.htm (8-K) — 99KB
• aktx-ex4_1.htm (EX-4.1) — 156KB
• aktx-ex10_1.htm (EX-10.1) — 358KB
• aktx-ex99_1.htm (EX-99.1) — 20KB
• aktx-ex99_2.htm (EX-99.2) — 667KB
• 0000950170-24-127107.txt ( ) — 1651KB
• aktx-20241113.xsd (EX-101.SCH) — 95KB
• aktx-20241113_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 13, 2024, Akari Therapeutics, Plc ("Akari") entered into a securities purchase agreement (the "Purchase Agreement") with certain investors, including Akari's Chairman, Dr. Ray Prudo, and a director and Interim President and Chief Executive Officer of Akari, Dr. Samir R. Patel, pursuant to which Akari agreed to sell and issue in a private placement (the "Private Placement") an aggregate of 1,713,402 unregistered American Depository Shares ("ADSs"), each representing 2,000 of Akari's ordinary shares (the "Akari Ordinary Shares"), and Series D Warrants (the "Warrants") to purchase up to 1,713,402 ADSs, at a per unit price of (i) $1.70 per ADS and Warrant for all investors other than Drs. Patel and Prudo, (ii) $2.385, which is equal to the consolidated closing bid price of the ADSs on The Nasdaq Stock Market on November 12, 2024 plus $0.125 for Drs. Patel and Prudo, for aggregate gross proceeds of $3.2 million. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The Private Placement is expected to close shortly after the closing of the Merger (as defined below), subject to the satisfaction of customary closing conditions. The Warrants have a term of three years from the closing date of the Private Placement and have cashless exercise provisions. The Warrants have an exercise price of $2.26 per ADS, which is equal to the Nasdaq official closing price of Akari's ADSs on the Nasdaq Capital Market on November 12, 2024. The warrants issued to Dr. Patel and Dr. Prudo are immediately exercisable and the warrants issued to each of the other investors will be exercisable six months after issuance. Akari paid Paulson Investment Company, LLC ("Paulson") and Chardan Capital Markets, LLC ("Chardan", together with Paulson, the "Placement Agents") (i) with respect to Paulson, a cash fee equal to 7.0% (or 3.5% for any inv

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On November 14, 2024, Akari completed the previously announced strategic combination (the "Closing") contemplated by that Agreement and Plan of Merger by and among Akari, Peak Bio, Inc. ("Peak Bio") and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Akari ("Merger Sub") as amended by that certain side letter dated August 15, 2024 (the "Merger Agreement"), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub was merged with and into Peak Bio (the "Merger"), with Peak Bio surviving the Merger as a wholly owned subsidiary of Akari. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Peak Bio common stock, par value $0.0001 per share (the "Peak Common Stock") (other than (x) shares of Peak Common Stock held by Peak Bio as treasury stock, or shares of Peak Common Stock owned by Akari, Merger Sub or any direct or indirect wholly owned subsidiaries of Akari and (y) Dissenting Shares (as defined in the Merger Agreement)), was converted into the right to receive Akari ADSs representing a number of Akari Ordinary Shares equal to 0.2935 (the "Exchange Ratio"), each such share duly and validly issued against the deposit of the requisite number of Akari Ordinary Shares in accordance with the Deposit Agreement (as defined in the Merger Agreement). The Exchange Ratio was calculated in accordance with the terms of the Merger Agreement and is such that the total number of shares of Akari ADSs issued in connection with the Merger is approximately 48.40% of the outstanding shares of Akari on a fully diluted basis. At the Effective Time, each warrant to purchase capital stock of Peak Bio ("Peak Warrant") that was outstanding immediately prior to the Effective Time was converted into and exchangeable for warrants to purc

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on October 4, 2024, Akari received a delisting determination letter ("Delisting Determination Letter") from the Listing Qualifications Staff (the "Staff") of The Nasdaq Capital Market ("Nasdaq") notifying Akari that it did not meet the terms of an extension granted by Nasdaq to regain compliance with the minimum $2,500,000 stockholders' equity requirement for continued listing set forth in Listing Rule 5550(b) (the "Stockholders' Equity Requirement"). The Delisting Determination Letter stated that unless Akari requests a hearing before a Nasdaq Hearing Panel ("Panel") by October 8, 2024, trading of the Akari ADSs will be suspended. On October 8, 2024, Akari requested a hearing before the Panel and such request for a hearing automatically stayed any suspension/delisting action by the Staff at least until the hearing process concludes and any extension granted by the Panel expires. As of the date of this Current Report on Form 8-K, Akari believes that it has stockholders' equity above the $2.5 million requirement and has regained Compliance with the Stockholders' Equity Requirement upon the Closing of the Merger. Nasdaq will continue to monitor Akari's ongoing compliance with the Stockholders' Equity Requirement and, if at the time of Akari's next periodic report, Akari does not evidence compliance, Akari may be subject to delisting.

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. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors In connection with the Merger and effective as of the Effective Time, Wa'el Hashad and Donald Williams resigned as directors of Akari and any committees thereof. The decision to resign by each of Messrs. Hashad and Williams was not the result, in whole or in part, of any disagreement with Akari, its management team, or the board of directors of Akari (the "Akari Board"), on any matter relating to Akari operations, policies or practices. At the time of resignation, Mr. Hashad served on the Audit Committee and Nominating and Corporate Governance Committee of the Akari Board and Mr. Williams served on the Nominating & Corporate Governance Committee, as well as the chair of the Audit Committee and the Compensation Committee. Appointment of Directors As previously disclosed, effective as of the Effective Time and pursuant to the terms of the Merger Agreement, the Akari Board appointed Hoyoung Huh, M.D., Ph. D, James Neal and Sandip Patel, each of whom were members of the board of directors of Peak Bio, to serve as directors for a term commencing upon the Effective Time. Each of Dr. Huh and Messrs. Neal and Patel will be appointed as Class A Directors, for an initial term expiring at Akari's 2025 Annual General Meeting of shareholders or until their respective successor is duly elected and qualified or until their respective earlier resignation, death or removal. The Akari Board appointed Dr. Huh to serve on the Nominating and Corporate Governance Committee, Mr. Neal to serve on the Audit Committee and the Compensation Committee and Mr. Patel to serve on the Audit Committee

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 14, 2024, Akari issued a press release announcing the consummation of the Merger, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Financial statements of Peak Bio are not required to be filed in this Current Report on Form 8-K because substantially the same information that would otherwise be required under this Item 9.01(a) was previously filed with Akari's Registration Statement on Form S-4/A (the "Registration Statement") filed by Akari with the SEC on October 9, 2024 and declared effective on October 11, 2024. (b) Pro forma financial information. Pro forma financial information is not required to be filed in this Current Report on Form 8-K because substantially the same information that would otherwise be required under this Item 9.01(b) was previously filed with the Registration Statement, however in connection with the final determination of the Exchange Ratio, the unaudited pro forma condensed combined financial information of Akari and Peak Bio for the six months ended June 30, 2024 and the year ended December 31, 2023 each reflecting the final Exchange Ratio is filed herewith as Exhibit 99.2 and are incorporated herein by reference. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of March 4, 2024, by and among Akari Therapeutics, Plc, Peak Bio, Inc. and Pegasus Merger Sub, Inc. (as incorporated by reference to Exhibit 2.1 on Akari's Current Report on Form 8-K filed with the SEC on March 5, 2024) 2.2 Side Letter Agreement re: Extension of Merger Agreement Termination Date, dated August 15, 2024, by and among Akari Therapeutics, Plc, Pegasus Merger Sub, Inc. and Peak Bio, Inc. (as incorporated by reference to Exhibit 10.5 on Akari's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on August 19, 2024) 4.1 Form of Series D Warrant 10.1 Form of Securities Purchase Agreement, dated November 13, 2024, by and among Akari Therapeutics, Plc and the purchasers party thereto 99.1 Press Release Issued No

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: November 14, 2024 By: /s/ Samir R. Patel, M.D. Samir R. Patel, M.D. Interim President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR