Full Press Release Details
and Peak Bio Announce Definitive Agreement to Merge as Equals Creating an Expanded Pipeline
That Features a Novel Antibody Drug Conjugate (ADC) Toolkit
MA and PLEASANTON, CA - March 5, 2024 (GLOBE NEWSWIRE) - Akari Therapeutics, Plc (Nasdaq: AKTX), a late-stage
biotechnology company developing advanced therapies for autoimmune and inflammatory diseases, and Peak Bio Inc. (OTC: PKBO), a
clinical-stage biopharmaceutical company focused on developing therapeutics in areas of inflammation and oncology announce a
definitive agreement to merge as equals in an all-stock transaction. The combined entity will operate as Akari Therapeutics, Plc,
which is expected to continue to be listed and trade on the Nasdaq Capital Market as AKTX.
the company will have an expanded pipeline that contains multiple compelling assets spanning early and late development stages.
An assessment of the pipeline is planned, including program prioritization, updated timelines, near-term value creation opportunities,
and other considerations. Key highlights of the merger include:
Peak's innovative ADC toolkit and lead program
Multiple compelling assets spanning early and late stages
The post-merger Board of Directors will
consist of three directors selected by each company and one independent director jointly selected.
of the agreement, Peak stockholders will receive a number of Akari ordinary shares (represented by American Depositary Shares) for each
share of Peak stock they own, as determined on the basis of the exchange ratio described in the agreement. The exchange is expected to
result in implied equity ownership in the combined company of approximately 50% for Akari shareholders and approximately 50% percent
for Peak stockholders on a fully-diluted basis, subject to adjustment under certain circumstances, including based on each party's
relative level of net cash at the closing of the proposed transaction.
is expected to close late in the second quarter of this year subject to the satisfaction of customary closing conditions, including approval
by the shareholders of both companies.
LLP is serving as legal advisor to Akari and DLA Piper LLP is serving as legal advisor to Peak Bio.
About Akari Therapeutics
plc (Nasdaq: AKTX) is a biotechnology company developing advanced therapies for autoimmune and inflammatory diseases. Akari's lead
asset, investigational nomacopan, is a bispecific recombinant inhibitor of complement C5 activation and leukotriene B4 (LTB4) activity.
Akari's pipeline includes a Phase 3 clinical trial program investigating nomacopan for severe hematopoietic stem cell
transplant-related thrombotic microangiopathy (HSCT-TMA).
granted Orphan Drug, Fast Track and Rare Pediatric Disease designations from the FDA for nomacopan for the treatment of pediatric HSCT-TMA
and orphan drug designation from the European Commission for treatment in hematopoietic stem cell transplantation. Akari's pipeline
also includes pre-clinical research of long-acting PAS-nomacopan in geographic
For more information
about Akari, please visit akaritx.com.
About Peak Bio, Inc.
Peak Bio is a clinical-stage
biopharmaceutical company focused on developing therapeutics addressing significant unmet needs in the areas of oncology and inflammation.
The Peak Bio pipeline includes an antibody-drug-conjugate (ADC) platform that includes novel toxins and linkers coupled with important
cancer antibody targets and a Phase 2-ready neutrophil elastase inhibitor for alpha1 anti-trypsin deficiency disorder (AATD).
clinical asset includes a Phase 2-ready program. PHP-303 was licensed from Bayer Healthcare in which Peak Bio has conducted additional
clinical studies to advance the program. PHP-303 is a neutrophil elastase inhibitor (NEI) targeting alpha-1 antitrypsin deficiency (AATD)
that is in development with the potential for best-in-class properties including increased potency and selectivity, and oral versus infused
For more information
about Peak Bio, please visit peak-bio.com.
Cautionary Note Regarding Forward-Looking
This communication relates to the proposed
transaction pursuant to the terms of the Merger Agreement, by and among Akari, Pegasus Merger Sub, Inc., and Peak Bio. This communication
includes express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), about the proposed transaction
between Peak Bio and Akari and the operations of the combined company that involve risks and uncertainties relating to future events
and the future performance of Akari and Peak Bio. Actual events or results may differ materially from these forward-looking statements.
Words such as "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "predict," "project,"
"potential," "continue," "future," "opportunity" "will likely result," "target,"
variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements,
although not all forward-looking statements contain these identifying words. Examples of such forward-looking statements include, but
are not limited to, express or implied statements regarding: the business combination and related matters, including, but not limited
to, satisfaction of closing conditions to the proposed transaction, prospective performance and opportunities with respect to Akari or
Peak Bio, post-closing operations and the outlook for the companies' businesses; Akari's, Peak Bio's or the combined
company's targets, plans, objectives or goals for future operations, including those related to Akari's and Peak Bio's
product candidates, research and development, product candidate introductions and product candidate approvals as well as cooperation
in relation thereto; projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends,
capital structure, net financials and other financial measures; future economic performance, future actions and outcome of contingencies
such as legal proceedings; and the assumptions underlying or relating to such statements.
These statements are based on Akari's
and Peak Bio's current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks
and uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause
actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future results
and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing for completion
of the proposed transaction; uncertainties as to Peak Bio's and/or Akari's ability to obtain the approval of Akari's
shareholders or Peak Bio's stockholders required to consummate the proposed transaction the possibility that competing offers
will be made by third parties the occurrence of events that may give rise to a right of one or both of Akari and Peak Bio to terminate
the merger agreement; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived on
a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required,
for the consummation of the proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty
of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction
may not be completed in the time frame expected by Akari and Peak Bio, or at all; the risk that Akari and Peak Bio may not realize the
anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on relationships
with Akari's or Peak Bio's employees, business or collaboration partners or governmental entities; the ability to retain
and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; the potential
impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance,
indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion
and growth of the combined business after the consummation of the proposed transaction; potential negative effects related to this announcement
or the consummation of the proposed transaction on the market price of Akari's American Depositary Shares or Peak Bio's common
stock and/or Akari's or Peak Bio's operating or financial results; uncertainties as to the long-term value of Akari's
American Depositary Shares (and the ordinary shares represented thereby), including the dilution caused by Akari's issuance of
additional American Depositary Shares (and the ordinary shares represented thereby) in connection with the proposed transaction; unknown
liabilities related to Akari or Peak Bio; the nature, cost and outcome of any litigation and other legal proceedings involving Akari,
Peak Bio or their respective directors, including any legal proceedings related to the proposed transaction; risks related to global
as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations; potential delays
or failures related to research and/or development of Akari's or Peak Bio's programs or product candidates; risks related
to any loss of Akari's or Peak Bio's patents or other intellectual property rights; any interruptions of the supply chain
for raw materials or manufacturing for Akari or Peak Bio's product candidates, the nature, timing, cost and possible success and
therapeutic applications of product candidates being developed by Akari, Peak Bio and/or their respective collaborators or licensees;
the extent to which the results from the research and development programs conducted by Akari, Peak Bio, and/or their respective collaborators
or licensees may be replicated in other studies and/or lead to advancement of product candidates to clinical trials, therapeutic applications,
or regulatory approval; uncertainty of the utilization, market acceptance, and commercial success of Akari's or Peak Bio's
product candidates, and the impact of studies (whether conducted by Akari, Peak Bio or others and whether mandated or voluntary) on any
of the foregoing; unexpected breaches or terminations with respect to Akari's or Peak Bios's material contracts or arrangements;
risks related to competition for Akari's or Peak Bio's product candidates; Akari's or Peak Bio's ability to successfully
develop or commercialize Akari's or Peak Bio's product candidates; Akari's, Peak Bio's, and their collaborators'