Akari Therapeutics PLC ADR美股招股说明书(2025-05-14版)

25,885,391 American Depositary Shares, or ADSs, representing up to an aggregate of 51,770,782,000 ordinary shares, par value$0.0001 per share, or ordinary shares, of Akari Therapeutics, Plc, or ordinary shares, consisting of (a)(i) 4,987,626 ADSs issued tocertain of the selling shareholders in a private placement, or the March Private Placement, pursuant to a securities purchase issuable upon the exercise of warrants issued pursuant to the March SPA; (b) 25,000 ADSs issued to representatives of JeneneThomas Communications, LLC, or JTC, pursuant to an investor relations agreement, dated December 10, 2024, by and betweenJTC and us, or the JTC Agreement; (c)(i) 1,713,402 ADSs issued to certain of the selling shareholders in a private placement, orthe November Private Placement, pursuant to a securities purchase agreement, dated November 13, 2024, by and among us and theinvestors listed therein, or the November SPA and (ii) 1,713,402 ADSs issuable upon the exercise of warrants issued pursuant tothe November SPA; (d) 172,344 ADSs issued to Paulson Investment Company, LLC, or Paulson, and its representatives pursuantto a placement agent agreement, dated February 5, 2025, that we entered into with Paulson, or the March Placement AgentAgreement; (e) 204,000 ADSs issued to Paulson and its representatives pursuant to a placement agent agreement, dated November8, 2024, that we entered into with Paulson, or the November Placement Agent Agreement; (f)(i) 96,970 ADSs issued to Dr. RayPrudo in connection with the conversion of the outstanding balance of that certain promissory note, issued on May 10, 2024, or thePrudo Note, and (ii) 96,970 ADSs issued to Dr. Samir Patel in connection with the conversion of the outstanding balance of thatcertain promissory note, issued on May 10, 2024, or the Patel Note; (g) 121,500 ADSs issued to Paulson and its representativespursuant to an advisory agreement, dated January 25, 2024, by and between Paulson and us, or the Advisory Agreement and (h)126,116 ADSs issued to Paulson and its representatives pursuant to a placement agent agreement, dated December 11, 2023, by andbetween Paulson and Peak Bio, Inc., our wholly-owned subsidiary, or Peak Bio, or the December Placement Agent Agreement, insatisfaction of Peak Bio’s obligations thereunder. Our ADSs are listed on the Nasdaq Capital Market under the symbol “AKTX.” On May 5, 2025, the closing price of our ADSson the Nasdaq Capital Market was $1.42 per ADS. Commission, which are incorporated by reference herein for a discussion of information that should be considered inconnection with an investment in our securities.Neither the U.S. Securities and Exchange Commission nor any state or other foreign securities commission has The date of this prospectus is May 14, 2025. TABLE OF CONTENTS About this ProspectusProspectus Summary Unaudited Pro Forma Condensed Combined Financial Information i ABOUT THIS PROSPECTUSThis prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC. As website or its offices described below under the heading “Where You Can Find More Information.”You should rely only on the information that is contained in this prospectus or that is incorporated by reference into thisprospectus. We have not authorized anyone to provide you with information that is in addition to or different from that containedin, or incorporated by reference into, this prospectus. If anyone provides you with different or inconsistent information, you shouldnot rely on it. indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of the securities offeredhereby. Our business, financial condition, results of operations, and prospects may have changed since that date. We do not takeany responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in this Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “Akari,” “the Company” and “ourCompany” refer to Akari Therapeutics, Plc and its wholly-owned subsidiaries. References to “ordinary shares,” “ADSs,” and“share capital” refer to the ordinary shares, ADSs, and share capital, respectively, of Akari.Market data and certain industry data and forecasts used in, or incorporated by reference in, this prospectus were obtained fromsources we believe to be reliable, including market research databases, publicly available information, reports of governmental data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors,including those discussed under the heading “Risk Factors” in this prospectus. Our historical results do not necessarily indicate ourexpected results for any future periods. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals incertain tables may not be an