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

This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate of25,885,391 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 purchaseagreement, dated March 2, 2025, by and among us and the investors listed therein, or the March SPA and (ii) 16,628,061 ADSsissuable 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 November The selling shareholders are identified in the table commencing on page 15. Each ADS represents 2,000 ordinary shares. NoADSs are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the ADSs by the sellingshareholders. All net proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the The selling shareholders may sell all or a portion of the ordinary shares represented by ADSs from time to time in markettransactions through any market on which our ADSs are then traded, in negotiated transactions or otherwise, and at prices and onterms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, 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. Investing in these securities involves a high degree of risk. Please carefully consider the risks discussed in thisprospectus under “Risk Factors” beginning on page 3 and in our reports filed with the Securities and Exchange Neither the U.S. Securities and Exchange Commission nor any state or other foreign securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to The date of this prospectus is May 14, 2025. About this ProspectusProspectus SummaryRisk FactorsNote Regarding Forward Looking StatementsUse of ProceedsUnaudited Pro Forma Condensed Combined Financial InformationSelling ShareholdersDescription of Share Capital and Articles of AssociationDescription of American Depositary SharesPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by ReferenceEnforcement of Foreign Judgments ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC. Aspermitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information notcontained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s 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 contained This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is notpermitted. The information in this prospectus speaks only as of the date of this prospectus unless the information specificallyindicates 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 take 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 Market data and certain industry data and forecasts used in, or incorporated by reference in, t