Akari Therapeutics Plc PRE 14A, filed Jan 22, 2026

Akari Therapeutics Plc (AKTX)

PRE 14A 2026-01-22 For: 2026-01-22

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☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	By Order of the Board of Directors of
	Akari Therapeutics, Plc,


	Hoyoung Huh, M.D.
	Chairman
	January [●], 2026

		Page

INFORMATION CONCERNING PROXY SOLICITATION AND VOTING		1

QUESTIONS AND ANSWERS ABOUT VOTING		2

RESOLUTION 1 – RULE 5635(d) RDO WARRANT EXERCISE PROPOSAL		10

RESOLUTION 2 – RULE 5635(c) PPO WARRANT EXERCISE PROPOSAL		10

RESOLUTION 2 – RULE 5635(d) PPO WARRANT EXERCISE PROPOSAL		10

RESOLUTION 4 – RULE 5635(c) NOTE EXCHANGE WARRANT EXERCISE PROPOSAL		10

RESOLUTION 5 – RULE 5635(d) NOTE EXCHANGE WARRANT EXERCISE PROPOSAL		10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		14

DELIVERY OF PROXY MATERIALS		16
		16
ADDITIONAL INFORMATION

Resolution	Description of Resolution	Board’s Recommendation

	Ordinary Resolutions

1	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Series G Warrants (as defined below) to purchase up to an aggregate of 10,043,774 ADSs and Placement Agent Warrants (as defined below) to purchase up to an aggregate of 504,300 ADSs, and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with the Registered Direct Offering (as defined below) and a concurrent private placement (the “Rule 5635(d) RDO Warrant Exercise Proposal”).	FOR

2	To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the exercisability of Pre-Funded Warrants (as defined below) to purchase up to an aggregate of 2,563,713 ADSs and Series G Warrants to purchase up to an aggregate of 2,563,713 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with the Private Placement Offering (as defined below) (the “Rule 5635(c) PPO Warrant Exercise Proposal”).	FOR

3	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 2,563,713 ADSs and Series G Warrants to purchase up to an aggregate of 2,563,713 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with the Private Placement Offering (the “Rule 5635(d) PPO Warrant Exercise Proposal”).	FOR

4	To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 4,673,963 ADSs and Note Exchange Warrants (as defined below) to purchase up to an aggregate of 4,673,963 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with the Note Exchange (as defined below) (the “Rule 5635(c) Note Exchange Warrant Exercise Proposal”)	FOR

5	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 9,502,703 ADSs and Note Exchange Warrants to purchase up to an aggregate of 9,502,703 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with the Note Exchange (the “Rule 5635(d) Note Exchange Warrant Exercise Proposal” and together with the Rule 5635(d) RDO Warrant Exercise Proposal, the Rule 5635(c) PPO Warrant Exercise Proposal, the Rule 5635(d) PPO Warrant Exercise Proposal, and the Rule 5635(c) Note Exchange Warrant Exercise Proposal, the “Warrant Exercise Proposals”).	FOR

	Yours sincerely,


	Abizer Gaslightwala
	President and Chief Executive Officer

a)	Mailing a revised form of proxy dated later than the prior form of proxy; or

b)	Notifying our Company Secretary in writing that you are revoking your proxy. Your revocation must be received at our registered office before the Meeting to be effective.

●	each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Exchange Act, who is known by us to own beneficially more than 5% of the issued and outstanding shares of our ordinary shares;

●	each of our current directors;

●	each of our named executive officers;

●	all of our current directors and executive officers as a group.

	Number of			Percentage of
	Ordinary Shares			Ordinary Shares
	Beneficially			Beneficially
Name and Address of Beneficial Owner (1)	Owned (2)			Owned (%)
5% Shareholders:
Hoyoung Huh and Affiliates		10,662,254,000	⁽³⁾		11.6	%
PranaBio Investments LLC		7,813,589,333	⁽⁴⁾		8.5	%
Ray Prudo and Affiliates		6,267,146,800	⁽⁵⁾		6.9	%
Named Executive Officers and Directors:
Abizer Gaslightwala		1,132,860,000	⁽⁶⁾		1.2	%
Kameel Farag		129,792,000	⁽⁷⁾		*
Hoyoung Huh		10,662,254,000	⁽³⁾		11.6	%
Samir Patel		7,813,589,333	⁽⁴⁾		8.5	%
Raymond Prudo-Chlebosz		6,267,146,800	⁽⁵⁾		6.9	%
Robert Bazemore		516,602,000	⁽⁸⁾		*
James Neal		615,820,000	⁽⁹⁾		*
Sandip I. Patel		1,770,616,000	⁽¹⁰⁾		1.7	%
Torsten Hombeck**		400,000	⁽¹¹⁾		*
Rachelle Jacques**		306,146,000	⁽¹²⁾		*
Wendy DiCicco**		158,473,915	⁽¹³⁾		*
All current directors and executive officers as a group (8 individuals)		29,373,700,048	⁽¹⁴⁾		30.7	%

No.	Resolutions	For	Against	Abstain *(see note 2)*
Ordinary Resolutions
1.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Series G Warrants to purchase up to an aggregate of 10,043,774 American Depositary Shares (“ADSs”) and Placement Agent Warrants to purchase up to an aggregate of 504,300 ADSs, and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with a registered direct offering and a concurrent private placement that closed on December 17, 2025 and January 22, 2026.
2.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 2,563,713 ADSs and Series G Warrants to purchase up to an aggregate of 2,563,713 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with a private placement offering of securities of the Company that closed on December 17, 2025.
3.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 2,563,713 ADSs and Series G Warrants to purchase up to an aggregate of 2,563,713 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with a private placement offering of securities of the Company that closed on December 17, 2025.
4.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 4,673,963 ADSs and Note Exchange Warrants to purchase up to an aggregate of 4,673,963 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with an exchange of notes that closed on December 17, 2025.
5.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the exercisability of Pre-Funded Warrants to purchase up to an aggregate of 9,502,703 ADSs and Note Exchange Warrants to purchase up to an aggregate of 9,502,703 ADSs and the issuance of the ADSs and ordinary shares underlying such warrants, which were issued in connection with an exchange of notes that closed on December 17, 2025.

1.	Please indicate with an “X” in the appropriate box how you wish the proxy to vote. In the absence of any indication, the proxy will exercise his/her discretion as to whether and how he/she votes; if the Chairman of the meeting is appointed, he will exercise this discretion to vote FOR each resolution. The proxy may also vote or abstain from voting as he/she thinks fit on any other business which may properly come before the meeting.

2.	If you mark the box “abstain”, it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution. It should be noted that an abstention is not a vote in law.

3.	This form of proxy should be signed and dated by the member or his attorney duly authorized in writing. If the appointer is a corporation this proxy should be under seal or under the hand of an officer or attorney duly authorized. Any alteration made to the form of proxy should be initialed.

4.	To be valid, this form of proxy, together with a duly signed and dated power of attorney or any other authority (if any) under which it is executed (or a notarially certified copy of such power of attorney or other authority) must be signed and dated and lodged at the Company’s registrars at the address below (or by email at the email address below), so as to be received by 2.30 p.m. local time on February 26, 2026 (or, if the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting) (excluding weekends and bank holidays).

5.	A proxy need not be a member of the Company. A member may appoint a proxy of his/her own choice. If you wish to appoint someone else, please delete the words “the Chairman of the meeting” and insert the name of the person whom you wish to appoint in the space provided. The Chairman of the meeting will act as your proxy, whether or not such deletion is made, if no other name is inserted. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise rights attached to different shares.

6.	In the case of joint holders, signature of any one holder will be sufficient, but the names of all the joint holders should be stated. The vote of the senior holder (according to the order in which the names stand in the register of members in respect of the holding) who tenders a vote in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s).

7.	Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, as amended, the Company specifies that entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company’s register of members at 6.30 p.m. (London time) on February 26, 2026 or, if the meeting is adjourned, at 6.30 p.m. (London time) two working days before the time of the adjourned meeting. In each case, changes to the register of members after such time will be disregarded.

8.	Completion and return of a form of proxy will not preclude a member from attending the meeting and voting in person.

9.	The Company has retained Equiniti Limited to hold and maintain its register of members. Equiniti Limited will take delivery of completed proxy forms posted to it in accordance with the details above. Persons who own ordinary shares through a brokerage firm, bank or other financial institution, including persons who own ordinary shares in the form of American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) through the Depositary, Deutsche Bank AG, London Branch, as custodian of Deutsche Bank Trust Company Americas (“Beneficial Owners”), must return a voting instruction form to have their shares or the shares underlying their ADSs, as the case may be, voted on their behalf. Brokerage firms, banks or other financial institutions that do not receive voting instructions from Beneficial Owners may vote at their discretion. ADS holders are not entitled to vote directly at the meeting, but a Deposit Agreement, as amended, exists between the Depositary and the holders of ADRs pursuant to which registered holders of ADRs as of January [●], 2026 are entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Ordinary Shares so represented. The Depositary has agreed that it will endeavour, insofar as practicable, to vote (in person or by delivery to the Company of a proxy) the ordinary shares held for its custodian, Deutsche Bank AG, London Branch, in accordance with the instructions of the ADR holders. Instructions from ADR holders must be sent to the Depositary so that the instructions are received by no later than February 19, 2026 at 1.00 p.m. New York time.