Full Press Release Details
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): September 21, 2015
(Exact Name of Registrant as Specified
| England and Wales | 001-36288 | 98-1034922 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
The Gridiron Building
C/O Pearl Cohen Zedek Latzer Baratz UK
London, N1C 4AG, United Kingdom
(Address of Principal Executive Offices
Registrant's telephone number,
including area code +44-203-318-3004
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
(e) CEO Employment Agreement
On September 21, 2015, Akari Therapeutics Plc ("Akari"
or the "Company"), upon the recommendation of the Compensation Committee of the Company's Board of Directors
(the "Compensation Committee"), entered into the Executive Employment Agreement by and between the Company and
its Chief Executive Officer, Gur Roshwalb, M.D. (the "CEO Employment Agreement"). The CEO Employment Agreement
is effective as of September 18, 2015, and has a term of one year with automatic renewals for successive one-year periods unless
terminated by either party upon three-months' notice prior to the expiration of the current term. Pursuant to the terms of
the CEO Employment Agreement, Dr. Roshwalb will receive an annual base salary of $375,000, subject to review on an annual basis.
Dr. Roshwalb will also be entitled to an annual cash bonus with a target of 40% of base salary, provided that the actual amount
of such bonus may be greater or less that the target amount.
The CEO Employment Agreement also provides that Dr. Roshwalb
will be entitled to a stock option grant to purchase 32,543,700 Ordinary Shares (equivalent to 325,437 American Depositary Shares
("ADSs")), par value par value 0.01, of the Company ("Ordinary Shares"). This option
grant was granted on September 21, 2015, with a share exercise price equal to $0.3221 per share (or $32.21 per ADS), which is the
fair market value on the date of grant, as defined in the Company's 2014 Equity Incentive Plan (the "Plan").
The option grant was granted pursuant to and is governed by the terms of the Plan.
Upon termination of Dr. Roshwalb's employment Without
Cause (as defined therein), by Dr. Roshwalb for Good Reason or upon Expiration of the Term (as defined therein), in addition to
any accrued but unpaid base salary and expense reimbursement, he shall be entitled to receive an amount equal to 12 months of base
salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments.
Dr. Roshwalb shall also be entitled to COBRA continuation coverage paid in full by the Company for up to a maximum of 12 months
following the date of termination.
Upon termination of Dr. Roshwalb's employment Without
Cause (as defined therein) or by Dr. Roshwalb for Good Reason following a Change of Control (as defined therein), unless the Change
of Control happens for less than $225 million, in addition to any accrued but unpaid base salary and expense reimbursement, he
shall be entitled to receive an amount equal to 18 months of one and a half times annual base salary at the highest annualized
rate in effect at any time before the employment terminates payable in substantially equal installments and the target annual performance
bonus that he would have been entitled to for the year in which termination was effective. Dr. Roshwalb shall also be entitled
to COBRA continuation coverage paid in full by the Company for up to a maximum of 18 months following the date of termination.
The Company is entitled to terminate Dr. Roshwalb's employment immediately, under certain terms as specified in the CEO Employment
The CEO Employment Agreement also contains restrictive covenants
for the Company's benefit and Dr. Roshwalb is required to maintain the confidentiality of the Company's confidential
The foregoing description of the CEO Employment Agreement does
not purport to be complete and is qualified in its entirety by reference to the CEO Employment Agreement which is attached as Exhibit
10.1 to this Current Report on Form 8-K.
CFO Employment Agreement
On September 21, 2015, the Company, upon the recommendation
of the Compensation Committee, entered into the Executive Employment Agreement by and between the Company and its Chief Financial
Officer, Dov Elefant (the "CFO Employment Agreement"). The CFO Employment Agreement is effective as of September
18, 2015, and has a term of one year with automatic renewals for successive one-year periods unless terminated by either party
upon three-months' notice prior to the expiration of the current term. Pursuant to the terms of the CFO Employment Agreement,
Mr. Elefant will receive an annual base salary of $200,000, subject to review on an annual basis. Mr. Elefant will also be entitled
to an annual cash bonus with a target of 25% of base salary, provided that the actual amount of such bonus may be greater or less
than the target amount.
The CFO Employment Agreement also provides that Mr. Elefant
will be entitled to a stock option grant to purchase 4,067,963 Ordinary Shares (equivalent to 40,679 ADSs). This option grant was
granted on September 21, 2015, with a share exercise price equal to $0.3221 per share (or $32.21 per ADS), which is the fair market
value on the date of grant, as defined in the Plan. The option grant was granted pursuant to and is governed by the terms of the
Upon termination of Mr. Elefant's employment Without Cause
(as defined therein), by Mr. Elefant for Good Reason or upon Expiration of the Term (as defined therein), in addition to any accrued
but unpaid base salary and expense reimbursement, he shall be entitled to receive an amount equal to 12 months of base salary at
the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments.
Mr. Elefant shall also be entitled to COBRA continuation coverage paid in full by the Company for up to a maximum of 12 months
following the date of termination.
Upon termination of Mr. Elefant's employment Without Cause
(as defined therein) or by Mr. Elefant for good reason following a Change of Control (as defined therein), in addition to any accrued
but unpaid base salary and expense reimbursement, he shall be entitled to receive an amount equal to 18 months of one and a half
times annual base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially
equal installments and the target annual performance bonus that he would have been entitled to for the year in which termination
was effective. Mr. Elefant shall also be entitled to COBRA continuation coverage paid in full by us for up to a maximum of 18 months
following the date of termination. The Company is entitled to terminate Mr. Elefant's employment immediately, under certain
terms as specified in the CFO Employment Agreement.
The CFO Employment Agreement also contains restrictive covenants
for the Company's benefit and Mr. Elefant is required to maintain the confidentiality of the Company's confidential
The foregoing description of the CFO Employment Agreement does
not purport to be complete and is qualified in its entirety by reference to the CFO Employment Agreement which is attached as Exhibit
10.2 to this Current Report on Form 8-K.
COO Employment Contract
On September 21, 2015, the Company, upon the receommendation
of the Compensation Committee, approved and entered into the Employment Contract by and between the Company and its Chief Operating
Officer, Clive Richardson (the "COO Employment Agreement"). The COO Employment Agreement is effective as of
September 16, 2015, and shall continue until terminated by either party upon not less than six months' prior written notice.
Pursuant to the terms of the COO Employment Agreement, Mr. Richardson will receive an annual base salary of 210,000, subject
to review on an annual basis. Mr. Richardson will also be entitled to an annual cash bonus with a target of 40% of base salary.
The COO Employment Agreement also provides that Mr. Richardson
will be entitled to a stock option grant to purchase 16,271,850 Ordinary Shares (equivalent to 162,718 ADSs). This option grant
was granted on September 21, 2015, with a share exercise price equal to $0.3221 per share (or $32.21 per ADS), which is the fair
market value on the date of grant, as defined in the Plan. The option grant was granted pursuant to and is governed by the terms
Upon termination of Mr. Richardson's employment, he shall
be entitled to receive an amount equal to one and a half times the sum of his annual base salary in effect on the termination date
and the target annual performance bonus that he would have been entitled to for the year in which Mr. Richardson's termination
The COO Employment Agreement also contains restrictive covenants
for the Company's benefit and Mr. Richardson is required to maintain the confidentiality of the Company's confidential