Akari Therapeutics Plc 8-K

What Happened

• On May 20, 2026, Akari Therapeutics Plc announced a securities purchase agreement to sell an aggregate of 1,470,588 unregistered American Depository Shares (ADSs) (each representing 80,000 ordinary shares) or pre-funded warrants, together with Series H, I and J warrants, in a private placement. The purchase price per ADS unit is $3.74 and per pre-funded unit is $3.739. Gross proceeds (excluding exercise of pre-funded warrants) are expected to be about $5.5 million before placement agent fees. The offering is to close in three tranches expected on or about May 27, 2026, June 15, 2026 and July 15, 2026.

Key Details

• Offering size: ~1,470,588 ADSs or pre-funded warrants; gross proceeds ≈ $5.5M (before ≈ $125k placement agent fees).
• Unit pricing: $3.74 per ADS unit; $3.739 per pre-funded unit (reflecting $0.001 exercise price).
• Placement agent: Paulson Investment Company, LLC — paid 2% cash fee and to receive 117,647 ADSs (8% of ADSs issued in the Offering), subject to shareholder approval.
• Warrants: Series H/I/J exercise price $3.74 per ADS; pre-funded warrants exercisable immediately; issuance of Series Warrants and placement agent ADSs requires shareholder approval. Company to file a resale registration statement (Form S-3 or S-1) within 30 days after the third closing.

Why It Matters

• This is a material capital raise intended to provide working capital and general corporate purposes; it should improve near-term cash runway but will dilute existing shareholders if ADSs/warrants are issued or exercised.
• The placement agent compensation and the issuance of additional ADSs are contingent on shareholder approval, so the transaction is not final until approved.
• Securities were sold in a private placement to accredited investors under Rule 506; resale is limited until the company registers the shares or an exemption applies.