Akari Therapeutics Plc F-3, filed Oct 20, 2023

Akari Therapeutics Plc (AKTX)

F-3 2023-10-20

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Added on October 15, 2026

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About this Prospectus	ii
Prospectus Summary	1
Risk Factors	6
Special Note Regarding Forward-Looking Statements	8
Use of Proceeds	10
Capitalization	11
Selling Shareholders	12
Description of Share Capital and Articles of Association	15
Plan of Distribution	37
Legal Matters	39
Experts	39
Where You Can Find More Information	39
Incorporation of Certain Information By Reference	39
Indemnification	40
Enforcement of Foreign Judgments	40
Expenses	40

*ADSs Offered*		Up to an aggregate of 642,753 ADSs, representing 1,285,506,000 ordinary shares, consisting of (i) 551,816 ADSs, representing 1,103,632,000 ordinary shares, sold and issued to certain of the selling shareholders in the September 2023 Private Placement, (ii) 48,387 ADSs, representing 96,774,000 ordinary shares, issuable upon the exercise of the Pre-Funded Warrants and (iii) 42,550 ADSs, representing 85,100,000 ordinary shares, issuable upon the exercise of placement agent warrants issued in connection with the September 2023 Private Placement. The selling shareholders are identified in the table commencing on page 12. Each ADS represents 2,000 ordinary shares.

Ordinary Shares Outstanding as of October 13, 2023		11,305,953,523 ordinary shares.

*Use of proceeds*		We will not receive any proceeds from the sale of the ordinary shares represented by ADSs by the selling shareholders. All net proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of placement agent warrants. See the section of this prospectus titled “Use of Proceeds.”

*Nasdaq Capital Market Symbol*		AKTX

*Risk factors*		Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 6 of this prospectus.

*Depositary*		Deutsche Bank Trust Company Americas.

	·	279,763,600 ordinary shares (equivalent to approximately 139,882 ADSs) issuable upon exercise of unregistered warrants issued to investors in the February 2020 private placement offering, having an exercise price of $44.00 per ADS;

	·	44,962,300 ordinary shares (equivalent to approximately 22,481 ADSs) issuable upon exercise of unregistered warrants issued to the placement agent in connection with the February 2020 private placement offering, at an exercise price of $51.00 per ADS;

	·	39,838,400 ordinary shares (equivalent to approximately 19,919 ADSs) issuable upon exercise of unregistered placement agent warrants issued in the July 2021 private placement, having an exercise price of $46.40 per ADS;

	·	215,550,700 ordinary shares (equivalent to approximately 107,775 ADSs) issuable upon exercise of warrants issued to investors in connection with the December 2021 registered direct offering, having an exercise price of $33.00 per ADS;

	·	17,244,000 ordinary shares (equivalent to approximately 8,622 ADSs) issuable upon exercise of unregistered placement agent warrants issued in connection with the December 2021 registered direct offering, having an exercise price of $35.00 per ADS;

	·	372,040,900 ordinary shares (equivalent to approximately 186,020 ADSs) issuable upon exercise of warrants issued to investors in connection with the March 2022 registered direct offering, having an exercise price of $28.00 per ADS;

	·	29,763,300 ordinary shares (equivalent to approximately 14,881 ADSs) issuable upon exercise of unregistered placement agent warrants issued in connection with the March 2022 registered direct offering, having an exercise price of $30.00 per ADS; and

	·	3,020,000,000 ordinary shares (equivalent to 1,510,000 ADSs) issuable upon exercise of unregistered series A warrants and series B warrants issued in the private placement that closed simultaneously with the September 2022 Financing, having an exercise price of $17.00 per ADS;

	·	96,774,000 ordinary shares (equivalent to 48,387 ADSs) issuable upon exercise of the Pre-Funded Warrants, having an exercise price of $0.20 per ADS; and

	·	85,100,000 ordinary shares (equivalent to 42,550 ADSs) issuable upon exercise of the placement agent warrants, having an exercise price of $4.13.

	·	our needs for additional capital to fund our operations;

	·	our ability to continue as a going concern;

	·	uncertainties of cash flows and inability to meet working capital needs;

	·	an inability or delay in obtaining required marketing authorizations for nomacopan and any other product candidates, which may result in unexpected cost expenditures;

	·	our ability to obtain orphan drug designation in additional indications;

	·	risks inherent in drug development in general;

	·	uncertainties in obtaining successful clinical results for nomacopan and any other product candidates and unexpected costs that may result therefrom;

	·	our ability to attract and retain key employees;

	·	difficulties enrolling patients in our clinical trials;

	·	our ability to enter into collaborative, licensing, and other commercial relationships and on terms commercially reasonable to us;

	·	failure to realize any value of nomacopan and any other product candidates developed and being developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market;

	·	inability to develop new product candidates and support existing product candidates;

	·	the approval by the FDA, MHRA and EMA and any other similar foreign regulatory authorities of other competing or superior products brought to market;

	·	risks resulting from unforeseen side effects;

	·	risk that the market for nomacopan may not be as large as expected;

	·	risks associated with our disclosure controls and procedures may not be effective due to a material weakness;

	·	inability to obtain, maintain and enforce patents and other intellectual property rights or the unexpected costs associated with such enforcement or litigation;

	·	inability to obtain and maintain commercial manufacturing arrangements with third party manufacturers or establish commercial scale manufacturing capabilities;

	·	the inability to timely source adequate supply of our active pharmaceutical ingredients from third party manufacturers on whom we depend;

	·	unexpected cost increases and pricing pressures;

	·	risks related to unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk;

	·	risks related to any resurgence of the COVID-19 pandemic and the Russian invasion of Ukraine; and

	·	those factors referred to in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2022, as well as in this prospectus generally.

	As of June 30, 2023
	Actual
	(in U.S. dollars, except share and per share data)
Cash	$	7,180,688
Shareholders‘ equity:
Share capital		1,012,232
Additional paid-in capital		170,853,009
Capital redemption reserve		52,193,811
Accumulated other comprehensive loss		(825,877	)
Accumulated deficit		(220,451,718	)

Total shareholders’ equity		2,781,457

Total capitalization (liabilities and equity)	$	8,012,971

Selling Shareholder	Number of Ordinary Shares Owned Prior to Offering		Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus		Number of Ordinary Shares Owned After the Offering		Percentage of Ordinary Shares Owned After the Offering
Joseph P. Errico⁽¹⁾		180,081,600		100,000,000		80,081,600		*
Dr. Ray Prudo⁽²⁾		2,537,089,900		260,606,000		2,276,483,900		20.14	%
Thomas Frederick⁽³⁾		128,558,000		90,908,000		37,650,000		*
ATJ Consulting LLC⁽⁴⁾		60,606,000		60,606,000		0		*
Thomas C. Mollick⁽⁵⁾		153,098,161		51,514,000		101,584,161		*
TT Insurance Investment LLC⁽⁶⁾		93,938,000		93,938,000		0		*
DP Legacy Holdings LLC⁽⁷⁾		100,000,000		100,000,000		0		*
PranaBio Investments LLC⁽⁸⁾		1,137,369,500		187,682,000		1,149,387,500		9.99	%
RAJK Family Limited Partners, LLC⁽⁹⁾		121,212,000		121,212,000		0		*
Lars Bader⁽¹⁰⁾		121,212,000		121,212,000		0		*
Rachelle Jacques⁽¹¹⁾		220,628,099		12,728,000		207,900,099		1.84	%
Paulson Investment Company, LLC⁽¹²⁾		20,656,900		10,652,000		10,004,900		*
Thomas Parigian⁽¹³⁾		11,458,100		5,902,000		5,556,100		*
Amal Amin⁽¹⁴⁾		526,000		526,000		0		*
Christopher Clark⁽¹⁵⁾		11,458,100		5,902,000		5,556,100		*
Donald Wojnowski⁽¹⁶⁾		255,955,400		45,950,000		210,005,400		1.86	%
Harry Striplin⁽¹⁷⁾		316,000		316,000		0		*
Hazem Algendi⁽¹⁸⁾		8,476,000		6,144,000		2,332,000		*
Malcom Alexander Winks⁽¹⁹⁾		2,009,000		1,052,000		957,000		*
Marta Wypych⁽²⁰⁾		1,702,000		1,702,000		0		*
Robert Setteducati⁽²¹⁾		11,458,100		5,902,000		5,556,100		*
Trent Davis⁽²²⁾		2,009,000		1,052,000		957,000		*

	Delaware	England

*Number of Directors*	Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws, unless specified in the certificate of incorporation.	Under the Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association.

*Removal of Directors*	Under Delaware law, directors may be removed from office, with or without cause, by a majority shareholder vote, except (a) in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, unless otherwise provided in the certificate of incorporation, and (b) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he or she is a part.	Under the Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided that 28 clear days’ notice of the resolution is given to the company and certain other procedural requirements under the Companies Act are followed (such as allowing the director to make representations against his or her removal at the meeting and/or in writing).

	Delaware	England

*Annual General Meeting*	Under Delaware law, the annual meeting of shareholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.	Under the Companies Act, a public limited company must hold an annual general meeting each year. This meeting must be held within six months beginning with the day following the company’s accounting reference date.

*General Meeting*	Under Delaware law, special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.	Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors. Shareholders holding at least 5% of the paid-up capital (excluding any paid-up capital held as treasury shares) of the company carrying voting rights at general meetings can also require the directors to call a general meeting.

*Notice of General Meetings*	Under Delaware law, written notice of any meeting of the shareholders must be given to each shareholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting.	The Companies Act provides that a general meeting (other than an adjourned meeting) must be called by notice of: ●     in the case of an annual general meeting, at least 21 days; and ●      in any other case, at least 14 days.

	Delaware	England

*Quorum*	The certificate of incorporation or bylaws may specify the number of shares, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum, but in no event shall a quorum consist of less than ¹/3 of the shares entitled to vote at the meeting. In the absence of such specification in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders.	Subject to the provisions of a company’s articles of association, the Companies Act provides that two shareholders present at a meeting (in person or by proxy) shall constitute a quorum.

*Proxy*	Under Delaware law, at any meeting of shareholders, a shareholder may designate another person to act for such shareholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.	Under the Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy (or, in the case of a shareholder which is a corporate body, may appoint a corporate representative).

	Delaware	England

*Pre-emptive Rights*	Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, a stockholder does not, by operation of law, possess pre-emptive rights to subscribe to additional issuances of the corporation’s stock.	Under the Companies Act, “equity securities” (being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution (“ordinary shares”) or (ii) rights to subscribe for, or to convert securities into, ordinary shares) proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.

	Delaware	England

*Voting Rights*	Delaware law provides that, unless otherwise provided in the certificate of incorporation, each shareholder of record is entitled to one vote for each share of capital stock held by such shareholder.	Under English law, unless a poll is demanded by the shareholders of a company or is required by the Chairman of the meeting or the company’s articles of association, shareholders shall vote on all resolutions on a show of hands.

		Under the Companies Act, a poll may be demanded by: (i) not fewer than five shareholders having the right to vote on the resolution; (ii) any shareholder(s) representing at least 10% of the total voting rights of all the shareholders having the right to vote on the resolution (excluding any voting rights attached to treasury shares); or (iii) any shareholder (s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company’s articles of association may provide more extensive rights for shareholders to call a poll.

		Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the meeting.

	Delaware	England

*Variation of Class Rights*	Under Delaware law, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.	The Companies Act provides that rights attached to a class of shares may only be varied or abrogated in accordance with provision in the company’s articles for the variation or abrogation of those rights or, where the company’s articles contain no such provision, if the holders of shares of that class consent to the variation or abrogation. Consent for these purposes means: ●     consent in writing from the holders of at least 75% in nominal value of the issued shares of that class (excluding any shares held as treasury shares); or ●     a special resolution passed at a separate meeting of the holders of that class sanctioning the variation.

		The Companies Act provides that the quorum for a class meeting is not less than two persons holding or representing by proxy at least one-third of the nominal value of the issued shares of that class. Following a variation of class rights, shareholders who amount to not less than 15% of the shareholders of the class in question who did not approve the variation may apply to court to have the variation cancelled. Any application must be made within 21 days of the variation. The court may cancel the variation if it is satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the shareholders of the class represented by the applicant.

	●	Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, that must be paid, will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

	●	*Shares.* The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution to the extent reasonably practicable and permissible under law. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new ordinary shares. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses in connection with that distribution.

	●	*Elective Distributions in Cash or Shares*. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to ADS holders. We must first instruct the depositary to make such elective distribution available to ADS holders and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practical to make such elective distribution available to ADS holders, or it could decide that it is only legal or reasonably practical to make such elective distribution available to some but not all holders of the ADSs. In such case, the depositary shall, on the basis of the same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a share distribution. The depositary is not obligated to make available to ADS holders a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that ADS holders will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares.

	●	*Rights to Purchase Additional Shares*. If we offer holders of our ordinary shares any rights to subscribe for additional shares or any other rights, the depositary may after consultation with us and having received timely notice as described in the deposit agreement of such distribution by us, make these rights available to ADS holders. We must first instruct the depositary to make such rights available to ADS holders and furnish the depositary with satisfactory evidence that it is legal to do so. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the net proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, ADS holders will receive no value for them. If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the shares on ADS holders’ behalf. The depositary will then deposit the shares and deliver ADSs to ADS holders. It will only exercise rights if ADS holders pay it the exercise price and any other charges the rights require that ADS holders to pay. U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, ADS holders may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

	●	*Other Distributions.* Subject to receipt of timely notice from us with the request to make any such distribution available to ADS holders, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice: it may decide to sell what we distributed and distribute the net proceeds in the same way as it does with cash; or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

	●	The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that ADS holders may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to ADS holders.

	Service:		Fee:
	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property		Up to $0.05 per ADS issued

	Cancellation of ADSs, including in the case of termination of the deposit agreement		Up to $0.05 per ADS cancelled

	Distribution of cash dividends or other cash distributions		Up to $0.02 per ADS held

	Distribution of ADSs pursuant to share dividends, free share distributions or exercise of rights		Up to $0.05 per ADS held

	Operation and maintenance costs in administering the ADSs		An annual fee of $0.02 per ADS held

	●	Taxes (including applicable interest and penalties) and other governmental charges.

	●	Such registration fees as may from time to time be in effect for the registration of ordinary shares or other deposited securities with the foreign registrar and applicable to transfers of ordinary shares or other deposited securities to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively.

	●	Expenses for cable, telex and fax transmissions and for delivery of securities.

	●	Expenses and charges incurred by the Depositary in the conversion of foreign currency.

	●	Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit, including any fees of a central depository for securities in the local market, where applicable.

	●	Fees and expenses incurred in connection with complying with exchange control regulations and any other regulatory requirements that are not currently applicable but may arise or become applicable to ordinary shares, deposited securities, ADSs and ADRs.

	●	Any applicable fees and penalties thereon.

	If we:		Then:
	Change the nominal or par value of our ordinary shares		The cash, shares or other securities received by the depositary will become deposited securities.

	Reclassify, split up or consolidate any of the deposited securities		Each ADS will automatically represent its equal share of the new deposited securities.

	Distribute securities on the ordinary shares that are not distributed to you or recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action		The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

	●	are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct;

	●	are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement, including, without limitation, requirements of any present or future law, regulation, governmental or regulatory authority or share exchange of any applicable jurisdiction, any present or future provisions of our memorandum and articles of association, on account of possible civil or criminal penalties or restraint, any provisions of or governing the deposited securities or any act of God, war or other circumstances beyond our control as set forth in the deposit agreement;

	●	have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other party;

	●	may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

	●	disclaim any liability for any action/inaction in reliance on the advice or information of legal counsel, accountants, any person presenting ordinary shares for deposit, holders and beneficial owners (or authorized representatives) of ADSs, or any person believed in good faith to be competent to give such advice or information;

	●	disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADSs; and

	●	disclaim any liability for any indirect, special, punitive or consequential damages.

	●	payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary;

	●	satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

	●	when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying a dividend on our ordinary shares;

	●	when you owe money to pay fees, taxes and similar charges; or

	●	when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

Securities and Exchange Commission registration fee	$	322.56
Legal fees and expenses	$	10,000.00
Accounting fees and expenses	$	10,000.00
Printing and other expenses	$	5,000.00
Total	$	23,322.56

Exhibit No.		Description

3.1		Articles of Association of Akari Therapeutics, Plc (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form F-3 filed on December 23, 2020)

3.2		Amended Articles of Association of Akari Therapeutics, Plc (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K on July 7, 2023)

4.1		Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to the exhibit previously filed with the Registrant’s Registration Statement on Form F-6 (No. 333-185197) filed on November 30, 2012)

4.2		Amendment to Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to the registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (No. 333-185197) filed on December 24, 2013)

4.3		Form of American Depositary Receipt; the Form is Exhibit A of the Form of Amendment to the Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Registration Statement on Form F-6 (No. 333-185197) filed on November 30, 2012)

4.4		Form of Amendment No. 2 to Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on September 9, 2015)

4.5		Form of American Depositary Receipt; the Form is Exhibit A of the Form of Amendment to the Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on September 9, 2015)

4.6		Form of Amendment No. 3 to Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on August 17, 2023)

4.7		Form of American Depositary Receipt; the Form is Exhibit A of the Form of Amendment No. 3 to Deposit Agreement (incorporated by reference to the exhibit previously filed with the Registrant’s Post-Effective Amendment on Registration Statement Form F-6 (File No. 333-185197) filed on August 17, 2023)

4.8		Form of Securities Purchase Agreement dated as of September 20, 2023 between Akari Therapeutics, Plc and the investors listed therein (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K on September 21, 2023)

4.9		Form of Pre-Funded Warrant (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K on September 21, 2023)

4.10		Form of Placement Agent Warrant (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K on September 21, 2023)

5.1*		Opinion of Greenberg Traurig, LLP (U.K.), as to the legality of the securities being registered

23.1*		Consent of BDO USA, P.C., independent registered public accounting firm for the Registrant

23.2*		Consent of Greenberg Traurig, LLP (U.K.) (included in Exhibit 5.1)

24.1*		Power of Attorney (included in signature page)

107*		Filing Fee Table

	AKARI THERAPEUTICS, PLC

	By:	/s/ Rachelle Jacques
		Rachelle Jacques
		President and Chief Executive Officer

Name	Title	Date

/s/ Rachelle Jacques	President, Chief Executive Officer and Director	October 20, 2023
Rachelle Jacques	(principal executive officer)

/s/ Wendy DiCicco	Interim Chief Financial Officer	October 20, 2023
Wendy DiCicco	(principal financial officer and principal accounting officer)

/s/ Dr. Ray Prudo	Chairman	October 20, 2023
Dr. Ray Prudo

/s/ Donald Williams	Director	October 20, 2023
Donald Williams

/s/ Michael Grissinger	Director	October 20, 2023
Michael Grissinger

/s/ Wa’el Hashad	Director	October 20, 2023
Wa’el Hashad

	Celsus Therapeutics, Inc.

	By:	/s/ Rachelle Jacques
		Name: Rachelle Jacques
		Title: Authorized Representative

	Greenberg Traurig, LLP
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