Akari Therapeutcis (AKTX) Enters $1.615M Private Placement

On March 11, 2024, Akari Therapeutcis (NASDAQ: AKTX) entered into a definitive agreement (the “Purchase Agreement”) with certain existing investors, pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement”) approximately $1,615,000 of unregistered American Depository Shares (“ADSs”), each representing 2,000 of the Company’s ordinary shares, at a to be determined purchase price per ADS equal to the lower of: (i) $1.57 (the product of 0.7 and the official closing price of the ADSs on The Nasdaq Stock Market (“Nasdaq”) on March 4, 2024, the trading day immediately preceding the public announcement of the Company’s entry into an Agreement and Plan of Merger with Peak Bio, Inc. (“Peak Bio”) and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into Peak Bio, with Peak Bio surviving the merger as a wholly-owned subsidiary of the Company (the “Proposed Transaction”)) and (ii), the product of 0.7 and the volume weighted average price of the ADSs on Nasdaq for the 15 calendar day period following the public announcement of entry into a definitive agreement with respect to the Proposed Transaction, subject to a floor price of $1.12. The Private Placement is expected to close on or about March 21, 2024, subject to the satisfaction of customary closing conditions.

The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The Company will pay Paulson Investment Company, LLC (“Paulson”) a cash fee equal to 10% of the aggregate purchase price for the ADSs sold in the Private Placement and will issue Paulson at the closing of the Private Placement warrants exercisable to purchase 10% of the total number of ADSs placed in the Private Placement, which warrants shall have a term of 5 years from the pricing of the Private Placement as described above, have cashless exercise provisions and an exercise price of 125% of the offering price per ADS in the Private Placement.

Pursuant to the Purchase Agreement, the Company has agreed to prepare and file a registration statement on Form S-3 with the Securities and Exchange Commission no later March 31, 2024 to register the resale of the ADSs purchased pursuant to the Purchase Agreement.

The securities to be issued to the purchasers under the Purchase Agreement were offered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the purchasers, including that each purchaser is an “accredited investor”, as defined in Rule 501(a) promulgated under the Securities Act.

The offer and sale of the securities pursuant to the Purchase Agreement have not been registered under the Securities Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein or therein.

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