Akari Therapeutics PLC ADR美股招股说明书(2025-12-05版)

PROSPECTUS Akari Therapeutics, PLC 12,750,000,000 Ordinary Shares Represented by 6,375,000 American Depositary Shares This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus, or the sellingshareholders, of up to an aggregate of 12,750,000,000 ordinary shares, par value $0.0001 per share, or Ordinary Shares, of AkariTherapeutics, Plc, represented by 6,375,000 American Depositary Shares, or ADSs, consisting of: (i) 6,250,000,000 Ordinary Sharesrepresented by 3,125,000 ADSs, issuable upon the exercise of Series E Warrants issued as part of a private placement in October 2025,or the Private Placement, (ii) 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, issuable upon the exercise of Series FWarrants issued as part of the Private Placement, and (iii) 250,000,000 Ordinary Shares represented by 125,000 ADSs, issuable upon We are not selling any ADSs representing Ordinary Shares being offered by this prospectus and will not receive any of theproceeds from the sale of such ADSs by the selling shareholders. However, we may receive up to $6,250,000 proceeds from any The selling shareholders may sell or otherwise dispose of the ADSs representing Ordinary Shares described in this prospectus indifferent ways and at varying prices. See “Plan of Distribution” for more information about how the selling shareholders may sell or We will pay the expenses of registering the offer and sale of the ADSs representing Ordinary Shares under the Securities Act of1933, as amended, or the Securities Act, to which this prospectus relates by the selling shareholders, including legal and accounting Our ADSs are listed on the Nasdaq Capital Market under the symbol “AKTX.” On November 14, 2025, the closing price of ourADSs was $0.529. INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS THAT ARE DESCRIBED IN THE “RISKFACTORS” SECTION BEGINNING ON PAGE 5 OF THIS PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus is December 2, 2025. About This Prospectus This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) underthe Securities Act. Under this prospectus, the selling shareholders may, from time to time, sell the ADSs representing Ordinary Sharesdescribed in this prospectus in one or more transactions, as described herein. This prospectus provides you with a general descriptionof the securities offered by the selling shareholders. Any prospectus supplement may also add, update or change information contained For investors outside of the United States: Neither we nor the selling shareholders have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in theUnited States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in thisprospectus. This prospectus contains summaries of certain provisions contained in some of the documents described herein, butreference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actualdocuments. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as You should rely only on the information incorporated by reference or provided in this prospectus, any prospectus supplement andthe registration statement. Neither we nor the selling shareholders have authorized anyone else to provide you with different oradditional information other than that contained in or incorporated by reference in this prospectus. If anyone provides you withdifferent or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, our ADSs representingOrdinary Shares are being made only in jurisdictions where offers and sales are permitted. You should assume that the information in PROSPECTUS SUMMARY This prospectus summary highlights selected information appearing elsewhere in this prospectus and in documents we file withthe SEC that are incorporated by reference in this prospectus. Because it is a summary, it may not contain all of the information thatmay be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information Overview We are an oncology company developing next-generation antibody-drug conjugates (“ADCs”) designed around novelproprietary cancer-killing toxins (“payloads”). We believe th