Full Press Release Details
Therapeutics Announces $5 Million Financing, Including Concurrent Registered Direct Offering and Private Placement Priced At-Market
New cash portion of offering includes >20% participation from Directors, Officers and Executive Management
Fla. and LONDON - December 16, 2025 - Akari Therapeutics, Plc (Nasdaq: AKTX) (the "Company"), an oncology
biotechnology company developing novel payload antibody drug conjugates (ADCs), today announced that it has entered into definitive agreements
for the issuance and sale of an aggregate of 12,607,487 of the Company's American Depositary Shares ("ADSs") or ADS
equivalents in lieu thereof, each representing 2,000 ordinary shares. In addition, the Company has agreed to issue unregistered warrants
to purchase an aggregate of 12,607,487 ADSs. The offering included significant participation from Directors, Officers and Executive Management
along with certain institutional investors, and was priced at-the-market under NASDAQ rules.
Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.
Company has agreed to issue 10,043,774 ADSs in a registered direct offering and unregistered Series G warrants to purchase 10,043,774
ADSs for a combined purchase price of $0.3883 per ADS and accompanying warrant. In a concurrent private placement, the Company has agreed
to issue unregistered pre-funded warrants to purchase 2,563,713 ADSs in a concurrent private placement together with unregistered Series
G Warrants to purchase up to 2,563,713 ADSs for a combined purchase price of $0.4041 per ADS and accompanying warrant. The Series G Warrants
will have an exercisable price of $0.3883, be exercisable on the date of shareholder approval (the "Shareholder Approval Date")
and have a term of five years from the initial exercise date. The offering is expected to close on or about December 17, 2025, subject
to the satisfaction of customary closing conditions.
gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses payable by the Company,
are expected to be approximately $5 million, of which more than $1 Million includes a new cash investment from the Company's Directors,
Officers and Executive Management. The Company intends to use the net proceeds for continued research and development as well as working
capital and general corporate purposes.
addition, certain of the existing note holders have agreed to convert approximately $2.50 million of the Company's outstanding
debt into unregistered pre-funded warrants to purchase 6,409,410 ADSs and unregistered warrants to purchase 6,409,410 ADSs for a combined
exchange price of $0.4041 per ADS and accompanying warrant. The warrants shall have the same terms as the Series G warrants. Such pre-funded
warrants and warrants issued in connection with the exchange are not exercisable until the Company receives shareholder approval authorizing
the exercise of such warrants.
additional capital from this transaction supports key development initiatives for our oncology ADC payload platform, while the reduction
in liabilities improves our capital structure." said Abizer Gaslightwala, Chief Executive Officer of Akari Therapeutics.
ADSs (but not the unregistered warrants described above or the ADSs underlying such warrants) are being offered by the Company pursuant
to a "shelf" registration statement on Form S-3 (File No. 333-289056) originally filed with the U.S. Securities and Exchange
Commission (the "SEC") on July 29, 2025 and declared effective by the SEC on July 31, 2025. The ADSs to be issued in the
registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the
effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to, and describing the
terms of, the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the registered direct offering,
when available, may also be obtained by contacting Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New York, NY 10019,
by phone at (212) 409-2000, or by email at prospectus@ladenburg.com.
unregistered warrants described above are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the ADSs underlying the warrants,
have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying ADSs
may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such applicable state securities laws.
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Therapeutics is an oncology biotechnology company developing next-generation spliceosome payload antibody drug conjugates (ADCs). Utilizing
its innovative ADC discovery platform, the Company has the ability to generate ADC candidates and optimize them based on the desired
application to any target of interest. Akari's lead candidate, AKTX-101, targets the Trop2 receptor on cancer cells and with a
proprietary linker, delivers its novel PH1 payload directly into the tumor. Unlike current ADCs that use tubulin inhibitors and DNA damaging
agents as their payloads, PH1 is a novel payload that is a spliceosome modulator designed to disrupt RNA splicing within cancer cells.
This splicing modulation has been shown in preclinical animal models to induce cancer cell death while activating immune cells to drive
robust and durable activity. In preclinical studies, AKTX-101 has shown to have significant activity and prolonged survival, relative
to ADCs with traditional payloads. Additionally, AKTX-101 has the potential to be synergistic with checkpoint inhibitors and has demonstrated
prolonged survival as both a single agent and in combination with checkpoint inhibitors, as compared to appropriate controls. The Company
is generating validating data on its novel payload PH1 to continue advancing its lead asset, as well as other undisclosed targets with
more information about the Company, please visit www.akaritx.com and connect on X and LinkedIn.
Note Regarding Forward-Looking Statements
This press release 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, about the Company that involve risks and uncertainties
relating to future events and the future performance of the Company. 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 statements related to the offering, the expected gross proceeds and the expected
closing of the offering.. These statements are based on the Company'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:
the Company's need for additional capital; 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 business; 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 the Company's programs or product candidates; risks related to any loss of the Company's patents or
other intellectual property rights; any interruptions of the supply chain for raw materials or manufacturing for the Company's
product candidates, including as a result of potential tariffs; the nature, timing, cost and possible success and therapeutic applications
of product candidates being developed by the Company and/or its collaborators or licensees; the extent to which the results from the
research and development programs conducted by the Company, and/or its 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 the Company's product candidates; risks related to competition for
the Company's product candidates; and the Company's ability to successfully develop or commercialize its product candidates.
While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement
of all potential risks and uncertainties. More detailed information about the Company and the risk factors that may affect the realization
of forward-looking statements is set forth in the Company's filings with the SEC, copies of which may be obtained from the SEC's
website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained
in this press release except as required by law.