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AKARI THERAPEUTICS, PLC Quarterly Report For the Period Ended

Key Takeaway: AKARI THERAPEUTICS, PLC Quarterly Report For the Period Ended Condensed Consolidated Financial Statements Page Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018 2 Condensed Consolidated Statements of Comprehensive Loss for the Three a

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AKARI THERAPEUTICS, PLC
Quarterly Report For the Period Ended
Condensed Consolidated Financial Statements
Page
Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018 2
Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2019 (Unaudited) and June 30, 2018 (Unaudited) 3
Condensed Consolidated Statements of Changes in Shareholders' (Deficit) Equity for the Three and Six Months Ended June 30, 2019 (Unaudited) and June 30, 2018 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 (Unaudited) and June 30, 2018 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements - Unaudited 6-16
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2019 and December 31, 2018
(in U.S. Dollars, except share data)
June 30, 2019 December 31, 2018
(Unaudited)
Assets
Current Assets:
Cash $ 2,736,663 $ 5,446,138
Prepaid expenses and other current assets 1,747,365 1,423,184
Deferred financing costs 606,508 585,000
Total Current Assets 5,090,536 7,454,322
Restricted cash 17,364 521,829
Property and equipment, net 12,056 20,425
Patent acquisition costs, net 31,065 32,978
Total Assets $ 5,151,021 $ 8,029,554
Liabilities and Shareholders' (Deficiency) Equity
Current Liabilities:
Accounts payable $ 1,481,536 $ 1,586,285
Accrued expenses 2,671,393 1,489,558
Liabilities related to options 2,370,507 1,842,424
Total Liabilities 6,523,436 4,918,267
Commitments and Contingencies
Shareholders' (Deficiency) Equity:
Share capital of 0.01 par value
Authorized: 10,000,000,000 ordinary shares; issued and outstanding: 1,650,693,413 and 1,580,693,413 at June 30, 2019 and December 31, 2018, respectively 24,538,137 23,651,277
Additional paid-in capital 107,960,836 106,616,083
Accumulated other comprehensive loss (405,374 ) (352,426 )
Accumulated deficit (133,466,014 ) (126,803,647 )
Total Shareholders' (Deficiency) Equity (1,372,415 ) 3,111,287
Total Liabilities and Shareholders' Equity $ 5,151,021 $ 8,029,554
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
For the Three Months Ended June 30, 2019
Three Months Ended Six Months Ended
June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018
Operating Expenses:
Research and development expenses $ 3,593,341 $ 5,120,840 $ 1,274,981 $ 6,129,228
General and administrative expenses 2,438,106 2,858,065 4,744,504 6,155,038
Total Operating Expenses 6,031,447 7,978,905 6,019,485 12,284,266
Loss from Operations (6,031,447 ) (7,978,905 ) (6,019,485 ) (12,284,266 )
Other Income (Expenses):
Interest income 449 67,436 1,735 132,073
Changes in fair value of option liabilities - gain/(loss) 1,830,689 (152,557 ) (528,083 ) 2,792,974
Foreign currency exchange gains (losses) 86,438 47,421 (109,198 ) 6,446
Other expenses (3,213 ) (5,591 ) (7,336 ) (7,998 )
Total Other Income (Expenses) 1,914,363 (43,291 ) (642,882 ) 2,923,495
Net Loss (4,117,084 ) (8,022,196 ) (6,662,367 ) (9,360,771 )
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment (160,116 ) (27,188 ) (52,948 ) 5,611
Comprehensive Loss $ (4,277,200 ) $ (8,049,384 ) $ (6,715,315 ) $ (9,355,160 )
Loss per ordinary share (basic and diluted) $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.01 )
Weighted average ordinary shares (basic and diluted) 1,607,121,984 1,525,693,393 1,594,063,579 1,525,693,393
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' (DEFICIT) EQUITY - UNAUDITED
As of and for the Three and Six Months Ended
June 30, 2019 and 2018
Accumulated
Additional Other
Share Capital Paid-in Comprehensive Accumulated
Shares Amount Capital Income (Loss) Deficit Total
Balance, December 31, 2018 1,580,693,413 $ 23,651,277 $ 106,616,083 $ (352,426 ) $ (126,803,647 ) $ 3,111,287
Stock-based compensation - - 394,439 - - 394,439
Issuance of share capital related to financing, net of issuance costs 5,000,000 65,598 86,955 - - 152,553
Comprehensive income (loss) - - - 107,168 (2,545,283 ) (2,438,115 )
Balance, March 31, 2019 1,585,693,413 23,716,875 107,097,477 (245,258 ) (129,348,930 ) 1,220,164
Stock-based compensation - - 409,622 - - 409,622
Issuance of share capital related to financing, net of issuance costs 65,000,000 821,262 453,737 - - 1,274,999
Comprehensive loss - - - (160,116 ) (4,117,084 ) (4,277,200 )
Balance, June 30, 2019 1,650,693,413 $ 24,538,137 $ 107,960,836 $ (405,374 ) $ (133,466,014 ) $ (1,372,415 )
Accumulated
Additional Other
Share Capital Paid-in Comprehensive Accumulated
Shares Amount Capital Income (Loss) Deficit Total
Balance, December 31, 2017 1,525,693,393 $ 22,927,534 $ 104,799,550 $ (236,246 ) $ (110,336,867 ) $ 17,153,971
Stock-based compensation - - 475,958 - - 475,958
Comprehensive income (loss) - - - 32,799 (1,338,575 ) (1,305,776 )
Balance, March 31, 2018 1,525,693,393 22,927,534 105,275,508 (203,447 ) (111,675,442 ) 16,324,153
Stock-based compensation - - 351,981 - - 351,981
Comprehensive income (loss) - - - (27,188 ) (8,022,196 ) (8,049,384 )
Balance, June 30, 2018 1,525,693,393 $ 22,927,534 $ 105,627,489 $ (203,635 ) $ (119,697,638 ) $ 8,626,750
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS - UNAUDITED
For the Six Months Ended June 30, 2019 and
Six Months Ended
June 30, 2019 June 30, 2018
Cash Flows from Operating Activities:
Net loss $ (6,662,367 ) $ (9,360,771 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 10,266 18,722
Stock-based compensation 804,061 827,939
Changes in fair value of the liability for options - losses (gains) 528,083 (2,792,974 )
Foreign currency exchange losses (gains) 91,905 (19,649 )
Changes in operating assets and liabilities:
Increase in assets:
Prepaid expenses and other current assets (324,111 ) (747,101 )
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 1,008,598 (773,086 )
Other liabilities - 165,201
Total adjustments 2,118,802 (3,320,948 )
Net Cash Used in Operating Activities (4,543,565 ) (12,681,719 )
Cash Flows from Financing Activities:
Net proceeds from issuance of shares 1,473,828 -
Net Cash Provided by Financing Activities 1,473,828 -
Effect of Exchange Rates on Cash and Restricted Cash (144,203 ) 24,163
Net Decrease in Cash and Restricted Cash (3,213,940 ) (12,657,556 )
Cash and Restricted Cash, beginning of period 5,967,967 28,248,906
Cash and Restricted Cash, end of period $ 2,754,027 $ 15,591,350
Supplemental Disclosures of Non-Cash Financing Activities:
Deferred financing costs $ 114,058 $ -
See notes to condensed consolidated financial
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS - UNAUDITED
Akari Therapeutics, Plc, (the "Company"
or "Akari"), is incorporated in the United Kingdom. The Company is a clinical-stage biopharmaceutical company focused
on developing inhibitors of acute and chronic inflammation, specifically the complement system, the eicosanoid or leukotriene system
and the bioamine system for the treatment of rare and orphan diseases.
The accompanying financial
statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles, assuming that the Company
will continue to operate as a going concern. As of June 30, 2019, the Company has an accumulated deficit of $133,466,014 and
cash of $2,736,663. On September 26, 2018, the Company entered into a securities purchase agreement (the "Purchase
Agreement") with Aspire Capital Fund, LLC, an Illinois limited liability company ("Aspire Capital"), which
provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to
purchase up to an aggregate of $20.0 million of the Company's ADSs over the 30-month term of the Purchase Agreement.
In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, the
Company issued 30,000,000 ordinary shares, par value 0.01 per share, ("Ordinary Shares") to Aspire Capital
and sold to Aspire Capital 25,000,000 Ordinary Shares for gross proceeds of $500,000. In addition to the foregoing issuances
to Aspire Capital, during the six months ended June 30, 2019, the Company sold to Aspire Capital 70,000,000 Ordinary Shares
of the Company for gross proceeds of approximately $1,543,000 (See Note 4). Subsequent to June 30, 2019, the Company sold
additional shares to Aspire Capital (See Note 8). The Company believes its current capital resources are sufficient to
support its operations through the end of the third quarter of 2019 without giving effect to the sale of additional shares to
Aspire Capital under the Purchase Agreement.
The Company's activities since inception
have consisted of raising capital and performing research and development activities. As of June 30, 2019, principal commercial
operations have not commenced. 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. In addition, the Company is subject to risks related to an active U.S. Securities and Exchange Commission ("SEC")
For the three and six months ended June
30, 2019, the Company reported a net loss of $4,117,084 and $6,662,367, respectively, and expects to continue to incur substantial
losses over the next several years during its development phase. To fully execute its business plan, the Company will need, among
other things, to complete its research and development efforts and clinical and regulatory activities. These activities may take
several years and will require significant operating and capital expenditures in the foreseeable future. There can be no assurance
that these activities will be successful. If the Company is not successful in these activities or there is not a favorable resolution
of the SEC investigation, it could delay, limit, reduce or terminate preclinical studies, clinical trials or other research and
development activities. To fund its capital needs, the Company plans to raise funds through equity or debt financings or other
sources, such as strategic partnerships and alliance and licensing arrangements, and in the long term, from the proceeds from sales.
Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. These matters
raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include
any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company was unable
to continue as a going concern.
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 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 three and six months ended June 30, 2019 and June 30, 2018, 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 and Volution Immuno Pharmaceuticals SA, a private
Swiss company, its wholly-owned subsidiary. All intercompany transactions have been eliminated.
AKARI THERAPEUTICS, Plc
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS - UNAUDITED
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
into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange
rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded as foreign currency
translation adjustments, a component of accumulated other comprehensive loss. Gains or losses from foreign currency transactions
are included in foreign currency exchange gains/(losses).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that may
affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities.
Management's estimates and judgments include assumptions used in the evaluation of impairment and useful lives of intangible
assets (patents), accrued liabilities, deferred income taxes, liabilities related to stock options, stock-based compensation and
various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates
under different assumptions or conditions.
Last updated: Aug 29, 2019