Akari Therapeutics To Issue ~12.6M ADSs And Series G Warrants At $0.3883–$0.4041, Raising Gross Process Of ~$5M

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.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The 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.

The 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. 

In 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.

"The 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.