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AKARI PHARMACEUTICALS, Plc Quarterly Report For the Period Ended

Key Takeaway: AKARI PHARMACEUTICALS, Plc Quarterly Report For the Period Ended Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015 2 Condensed Consolidated Statements of Comprehensive Loss for the Thr

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AKARI PHARMACEUTICALS, Plc
Quarterly Report For the Period Ended
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015 2
Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2016 and September 30, 2015 (Unaudited) 3
Condensed Consolidated Statement of Changes in Shareholders' Equity for the Nine Months Ended September 30, 2016 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and September 30, 2015 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements - Unaudited 6-18
Management's Discussion and Analysis of Financial Condition and Results of Operations 19-24
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2016 and December 31,
(in U.S. Dollars, except share data)
September 30, 2016 December 31, 2015
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 5,525,337 $ 68,919,995
Short-term investments 45,101,216 -
Prepaid expenses and other current assets 1,186,824 728,126
Receivable from related party 10,564 10,366
Total Current Assets 51,823,941 69,658,487
Restricted cash 142,114 142,079
Property and equipment, net 61,562 40,513
Patent acquisition costs, net 42,594 52,483
Total Assets $ 52,070,211 $ 69,893,562
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 1,308,341 $ 4,320,588
Accrued expenses 405,151 408,222
Liabilities related to options and warrants 9,261,386 16,396,158
Total Current Liabilities 10, 974,878 21,124,968
Other long-term liability 55,522 49,069
Total liabilities 11,030,400 21,174,037
Commitments and Contingencies
Shareholders' Equity:
Share capital of GBP 0.01 par value
Authorized: 5,000,000,000 shares; issued and outstanding: 1,177,693,383 at September 30, 2016 and December 31, 2015, respectively 18,340,894 18,340,894
Additional paid-in capital 89,691,621 87,018,764
Accumulated other comprehensive (loss) income (341,213 ) 156,480
Accumulated deficit (66,651,491 ) (56,796,613 )
Total Shareholders' Equity 41,039,811 48,719,525
Total Liabilities and Shareholders' Equity $ 52,070,211 $ 69,893,562
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
For the Three and Nine Months Ended September
30, 2016 and September 30, 2015
Three Months Ended Nine Months Ended
September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015
Operating Expenses:
Research and development costs $ 4,371,505 $ 1,313,265 $ 11,314,154 $ 3,869,395
General and administrative expenses 2,227,625 2,730,434 6,656,854 3,140,945
Excess consideration - 19,283,280 - 19,283,280
Total Operating Expenses 6,599,130 23,326,979 17,971,008 26,293,620
Loss from Operations (6,599,130 ) (23,326,979 ) (17,971,008 ) (26,293,620 )
Other Income (Expense):
Interest income 49,686 1,445 97,797 1,445
Changes in fair value of option/warrant liabilities 5,453,985 638,691 7,134,772 638,691
Financing expense - (22,973,138 ) - (22,973,138 )
Foreign currency exchange gains/(losses) 102,737 (22 ) 344,377 (60,581 )
Interest expense - (3,054,262 ) - (3,059,898 )
Other expenses (3,065 ) (21,425 ) (38,488 ) (42,721 )
Total Other Income (Expense) 5,603,343 (25,408,711 ) 7,538,459 (25,496,202 )
Net Loss Before Taxes (995,787 ) (48,735,690 ) (10,432,549 ) (51,789,822 )
Tax Benefit 577,671 - 577,671 -
Net Loss (418,116 ) (48,735,690 ) (9,854,878 ) (51,789,822 )
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustment (149,340 ) (43,262 ) (497,693 ) 151,010
Comprehensive Loss $ (567,456 ) $ (48,778,952 ) $ (10,352,571 ) $ (51,638,812 )
Loss per common share (basic and diluted) $ (0.00 ) $ (0.06 ) $ (0.01 ) $ (0.07 )
Weighted average common shares (basic and diluted) 1,177,693,383 781,738,789 1,177,693,383 742,360,887
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY - UNAUDITED
For The Nine Months Ended September 30,
Akari Therapeutics, Plc Accumulated
(Formerly Celsus Therapeutics) Additional Other
Share Capital Paid-in Comprehensive Accumulated
Shares Amount Capital Income (Loss) Deficit Total
Shareholders' Equity, January 1, 2016 1,177,693,383 $ 18,340,894 $ 87,018,764 $ 156,480 $ (56,796,613 ) $ 48,719,525
Stock-based compensation - - 2,645,480 - - 2,645,480
Dissolution of subsidiary - - 27,377 - - 27,377
Foreign Currency Translation Loss - - - (497,693 ) - (497,693 )
Net Loss - - - - (9,854,878 ) (9,854,878 )
Shareholders' Equity, September 30, 2016 1,177,693,383 $ 18,340,894 $ 89,691,621 $ (341,213 ) $ (66,651,491 ) $ 41,039,811
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH
For The Nine Months Ended September 30,
Nine Months Ended
September 30, 2016 September 30, 2015
Cash Flows from Operating Activities:
Net loss $ (9,854,878 ) $ (51,789,822 )
Adjustments to reconcile net loss to net cash (used) provided by in operating activities:
Depreciation 28,462 4,424
Stock-based compensation 2,645,480 826,062
Amortization of debt discount - 3,031,304
Excess consideration - 19,283,280
Financing expense - 22,973,138
Changes in fair value of the liability for options and warrants (7,134,772 ) (638,691 )
Foreign currency exchange gains (344,377 ) -
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Prepaid expenses and other current assets (457,864 ) 1,475,903
(Decrease) increase in liabilities:
Accounts payable and accrued expenses (3,019,390 ) 6,638,855
Other liabilities 6,453 439
Total adjustments (8,276,008 ) 53,594,714
Net Cash (Used in) Provided by Operating Activities (18,130,886 ) 1,804,892
Cash Flows from Investing Activities:
Purchase of property and equipment (47,980 ) -
Cash received from reverse acquisition - 1,410,577
Purchase of short-term investments (46,120,172 ) -
Maturities of short-term investments 1,018,956
Net Cash (Used in) Provided by Investing Activities (45,149,196 ) 1,410,577
Cash Flows from Financing Activities:
Proceeds from shareholder loans - 3,031,304
Repayment of shareholder loans - (508,713 )
Proceeds from issuance of shares - 75,000,000
Net issuance costs - (5,418,242 )
Net Cash Provided by Financing Activities - 72,104,349
Effect of Exchange Rates on Cash and Cash Equivalents (114,576 ) 125,602
Net (Decrease) Increase in Cash and Cash Equivalents (63,394,658 ) 75,445,420
Cash and Cash Equivalents, beginning of period 68,919,995 3,327,468
Cash and Cash Equivalents, end of period $ 5,525,337 $ 78,772,888
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ 22,662
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - UNAUDITED
(in U.S. Dollars, except share data)
Akari Pharmaceuticals, Plc, (the "Company"
or "Akari"), formerly Celsus Therapeutics Plc ("Celsus"), is incorporated in the United Kingdom. The Company
is a clinical stage biotechnology company that is focused on developing anti-complement and anti-inflammatory molecules as treatments
for a wide range of rare and orphan conditions in the autoimmune and inflammatory diseases sectors.
On September 18, 2015, Celsus Therapeutics
Plc completed its acquisition of all of the capital stock of Volution Immuno Pharmaceuticals SA ("Volution"), from
RPC Pharma Limited ("RPC"), Volution's sole shareholder, in exchange for ordinary shares, par value 0.01,
("Ordinary Shares"), of Celsus (the "Acquisition"), in accordance with the terms of the Share Exchange
Agreement, dated as of July 10, 2015 (the "Agreement"), by and among Celsus and RPC. In connection with the Acquisition,
the name of the combined company was changed to Akari Therapeutics, Plc. The Company's American Depositary Shares ("ADSs"),
each representing 100 Ordinary Shares, began trading on The NASDAQ Capital Market under the symbol "AKTX" on September
In connection with the consummation of
the Acquisition, Celsus issued an aggregate of 722,345,600 Ordinary Shares to RPC, which represented, prior to giving effect to
the Financing (as defined below), 92.85% of Celsus's outstanding Ordinary Shares following the closing of the Acquisition
(or 91.68% of Celsus Ordinary Shares on a fully diluted basis). This yielded a share exchange ratio of approximately 721:1
of Akari Ordinary Shares to RPC Ordinary Shares. The Company's earnings per share have been retrospectively adjusted in the
Condenses Statement of Comprehensive Loss to reflect this recapitalization. Since the Volution securityholders owned a majority
of the capitalization of the Company immediately following the closing of the Acquisition, Volution is considered to be the acquiring
company for accounting purposes, and the transaction has been accounted for as a reverse acquisition under the acquisition method
of accounting for business combinations in accordance with generally accepted accounting principles ("U.S. GAAP").
Accordingly, the assets and liabilities of Celsus have been recorded as of the Acquisition closing date at fair value and the condensed
consolidated financial statements reflect the historical financial statements of Volution as our historical financial statements.
The Company, as defined in the accompanying
notes to the condensed consolidated financial statements, refers to Volution prior to the Acquisition and Akari subsequent to the
completion of the Acquisition.
In addition, on September 18, 2015, the
Company completed a private placement of an aggregate of 3,958,811 restricted ADSs representing 395,881,100 Ordinary Shares for
gross proceeds of $75 million at a price of $18.945 per restricted ADS (the "Financing"), which represented approximately
33.3% of the outstanding Ordinary Shares of the Company after giving effect to the Acquisition and the Financing.
Volution was originally incorporated in
Switzerland as a private limited company and commenced business on October 9, 2013. On October 23, 2013, Varleigh Immuno Pharmaceuticals
Ltd ("Varleigh"), a UK limited company, transferred certain patent rights to Volution in exchange for a payment of
approximately $107,000 (GBP 65,000), which was the carrying value of the patents in accordance with local accounting standards.
Effective September 12, 2014, Varleigh ceased its operations and was dissolved. The transaction resulted in the transfer of the
business of Varleigh to Volution. On the date of transfer, the controlling/majority shareholders of Volution were also the controlling/majority
shareholders of Varleigh. Upon dissolution, there were no reported assets, liabilities, or accumulated comprehensive income remaining
in Varleigh, as such no gain or loss on dissolution was recognized.
On July 3, 2015, the shareholders of Volution
exchanged their shares for RPC shares with no changes in individual share ownerships. This qualified as a reorganization.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - UNAUDITED
The Company is subject to a number of risks
similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development and generation
of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence on third-party
collaborators for research operations, need for regulatory approval of products, risks associated with protection of intellectual
property, and competition with larger, better-capitalized companies. Successful completion of the Company's development program
and, ultimately, the attainment of profitable operations is dependent upon future events, including obtaining adequate financing
to fulfill its development activities and achieving a level of revenues adequate to support the Company's cost structure.
There are no assurances that the Company will be able to obtain additional financing on favorable terms, or at all or successfully
market its products.
Basis of Presentation
- The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim
financial information and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC). Accordingly,
they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial
statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management,
reflect all adjustments, including normal and recurring adjustments, which the Company considers necessary for the fair presentation
of financial information. The results of operations and comprehensive loss for the nine months ended September 30, 2016, are not
necessarily indicative of expected results for the full fiscal year or any other period.
Principles of Consolidation -
The condensed consolidated financial statements include the accounts of the Company, Volution and Volution Immuno Pharmaceuticals
Ltd (a UK Ltd Company), its wholly-owned subsidiary, which was incorporated in London on August 22, 2014. On September 6, 2016,
Volution Immuno Pharmaceuticals Ltd was dissolved.
All intercompany transactions
have been eliminated.
Foreign Currency - The functional
currency of the Company is U.S. dollars as that is the primary economic environment in which the Company operates as well as the
currency in which it has been financed.
The reporting currency of the
Company is U.S. Dollars. The Company translated its non-U.S. operations' assets and liabilities denominated in foreign currencies
Last updated: Nov 10, 2016