Akari Therapeutics Plc 20-F for FY2021

Akari Therapeutics Plc (AKTX)

20-F 2022-05-16 For: 2021-12-31

Added on April 10, 2026

About this 20-F

Akari Therapeutics Plc filed this 20-F on May 16, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $17.42M; compared with a net loss of $17.08M a year earlier
Diluted EPS: $0.00; compared with -$0.01 a year earlier

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OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		Date of event requiring this shell company report________________________

		For the transition period from__________ to ___________


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing 100 Ordinary Shares, par value $0.0001 per share	AKTX	The Nasdaq Capital Market

Ordinary Shares, $0.0001 par value per share*


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ⌧
		Emerging growth company ☐


FORWARD-LOOKING STATEMENTS		2
PART I		4
Item 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4
Item 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	4
Item 3.	KEY INFORMATION	4
Item 4.	INFORMATION ON THE COMPANY	38
Item 4A.	UNRESOLVED STAFF COMMENTS	67
Item 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	67
Item 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	76
Item 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	86
Item 8.	FINANCIAL INFORMATION	91
Item 9.	THE OFFER AND LISTING	91
Item 10.	ADDITIONAL INFORMATION	92
Item 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK	115
Item 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	115

PART II		118
Item 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	118
Item 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	118
Item 15.	CONTROLS AND PROCEDURES	118
Item 16.	[RESERVED]	119
Item 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	119
Item 16B.	CODE OF ETHICS	119
Item 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	119
Item 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	119
Item 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	119
Item 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	119
Item 16G.	CORPORATE GOVERNANCE	120
Item 16H.	MINE SAFETY DISCLOSURES	120
Item 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	120

PART III		120
Item 17.	FINANCIAL STATEMENTS	120
Item 18.	FINANCIAL STATEMENTS	120
Item 19.	EXHIBITS	121

SIGNATURES		124


			%
Name of Subsidiary	Jurisdiction	Activity	Holding
Volution Immuno Pharmaceuticals SA	Switzerland	Research & Development	100	%

Celsus Therapeutics Inc.	Delaware, USA	Inactive	100	%

Morria Biopharma Ltd	Israel	Inactive	100	%

Akari Malta Limited	Malta	Research & Development	100	%

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


*	Not for trading, but only in connection with the registration of American Depositary Shares (ADS) representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.


U.S. GAAP ⌧		International Financial Reporting Standards as issued by the International Accounting Standards Board ☐		Other ☐


	Years ended
	December 31,
	(in $000’s)
	2021		2020		2019
Direct Expenses:
Nomacopan	$	3,970	$	4,363	$	6,699
Clinical trials		4,517		4,281		5,142
Other		586		626		1,108
Total direct expenses	$	9,073	$	9,270	$	12,949

Indirect Expenses:
Staffing		2,267		2,348		2,441
Other indirect		860		574		1,257
Total indirect expenses	$	3,127	$	2,922	$	3,698
Tax credits		(3,067)		(3,372)		(7,907)
Total Research and Development	$	9,133	$	8,820	$	8,739


Name	Age	Position
James Hill, M.D.	76	Class A Director

Stuart Ungar, M.D.	78	Class A Director

David Byrne	62	Class A Director

Donald Williams	63	Class A Director

Michael Grissinger	68	Class A Director

Dr. Peter Feldschreiber	78	Class A Director

Rachelle Jacques	51	Class B Director — President and Chief Executive Officer

Ray Prudo	77	Class C Director — Executive Chairman of the Board

Dr. Torsten Hombeck	52	Chief Financial Officer


							Nonqualified
						Non-Equity	Deferred
				Stock	Option	Incentive Plan	Compensation	All Other
		Salary	Bonus	Awards	Awards	Compensation ($)	Earnings	Compensation	Total
Name and Principal Position	Year	($)	($)	($)	($) ⁽¹⁾	($)	($)	($) ⁽²⁾	($)
Ray Prudo,	2021	412,000	206,000	—	—	—	—	—	618,000
Executive Chairman	2020	412,000	206,000	—	—	—	—	—	618,000

Clive Richardson,	2021	525,981	206,826	—	—	—	—	86,066	818,873
Former Chief Executive Officer and Chief Operating Officer(3)	2020	503,941	214,960	—	—	—	—	89,324	808,225

Torsten Hombeck	2021	290,000	137,000	—	38,118	—	—	27,885	493,003
Chief Financial Officer(4)	2020	145,000	43,500	—	108,355	—	—	17,833	314,688


	Option Awards¹
					Equity
					Incentive
					Plan
					Awards:
	Number of		Number of		Number of
	Securities		Securities		Securities
	Underlying		Underlying		Underlying
	Unexercised		Unexercised		Unexercised	Option
	Options		Options		Unearned	Exercise		Option
	(#)		(#)		Options	Price		Expiration
Name	Exercisable⁽¹⁾		Unexercisable⁽¹⁾		(#)	($)		Date
Ray Prudo	—		—		—		—	—
Clive Richardson	16,271,850	⁽²⁾	—		—	$	0.3221	9/21/2025
	4,500,000	⁽³⁾	—	⁽³⁾	—	$	0.035992	9/1/2027
	15,000,000	⁽⁴⁾	5,000,000	⁽⁴⁾	—	$	0.0187	8/15/2028
Dr. Torsten Hombeck	2,625,000	⁽⁵⁾	4,375,000	⁽⁵⁾	—	$	0.0218	6/30/2030


		Fees
		Earned
		or
		Paid in		Option
		Cash		Awards		Total
Name		($)		($) ⁽¹⁾		($)
James Hill, M.D. ⁽²⁾	$	62,752	$	13,547	$	76,298
Stuart Ungar ⁽³⁾		49,947		13,547		63,494
David Byrne ⁽⁴⁾		52,143		13,547		65,689
Donald Williams ⁽⁵⁾		56,838		13,547		70,385
Peter Feldschreiber ⁽⁶⁾		49,947		13,547		63,494
Michael Grissinger ⁽⁷⁾		39,338		13,547		52,885


			Percentage
	Number of		of
	Ordinary		Ordinary
	Shares		Shares
	Beneficially		Beneficially
	Owned		Owned
Directors and Executive Officers
Ray Prudo	1,056,876,000	⁽¹⁾	17.6	%
Rachelle Jacques	—		*
James Hill, M.D.	7,800,000	⁽²⁾	*
Stuart Ungar, M.D.	7,800,000	⁽³⁾	*
Torsten Hombeck	3,000,000	⁽⁴⁾	*
David Byrne	7,800,000	⁽⁵⁾	*
Donald Williams	8,550,000	⁽⁶⁾	*
Michael Grissinger	5,200,000	⁽⁷⁾	*
Peter Feldschreiber	5,200,000	⁽⁸⁾	*
All directors and officers as a group (9 persons)			18.2	%
5% or More Shareholders
RPC Pharma Limited ⁽⁹⁾	809,977,100		13.6	%
Praxis Trustees Limited As trustee of The Sonic Healthcare Holding Company ⁽¹⁰⁾	38,709,600		*
PranaBio Investments, LLC ⁽¹¹⁾	467,808,700		7.7	%
Aspire Capital Fund, LLC ⁽¹²⁾	1,128,087,300		18.6	%

	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).

Vacancies on the Board of Directors	Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless otherwise provided in the certificate of incorporation or bylaws of the corporation.	Under English law, the procedure by which directors (other than a company’s initial directors) are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually unless a resolution of the shareholders that such resolutions do not have to be voted on individually is first agreed to by the meeting without any vote being given against it.

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.

	Delaware	England

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.

		The company’s articles of association may provide for a longer period of notice and, in addition, certain matters (such as the removal of directors or auditors) require special notice, which is 28 clear days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.

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.

	Delaware	England

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).

Issue of New Shares	Under Delaware law, if the company’s certificate of incorporation so provides, the directors have the power to authorize additional stock. The directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the company or any combination thereof.	Under the Companies Act, the directors of a company must not exercise any power to allot shares or grant rights to subscribe for, or to convert any security into, shares unless they are authorized to do so by the company’s articles of association or by an ordinary resolution of the shareholders. Any authorization given must state the maximum amount of shares that may be allotted under it and specify the date on which it will expire, which must be not more than five years from the date the authorization was given. The authority can be renewed by a further resolution of the shareholders.

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.

Liability of Directors and Officers	Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its shareholders for monetary damages arising from a breach of	Under the Companies Act, any provision (whether contained in a company’s articles of association or any contract or otherwise) that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in

	Delaware	England

	fiduciary duty as a director. However, no provision can limit the liability of a director for:	connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

	• any breach of the director’s duty of loyalty to the corporation or its shareholders; • acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; • willful or negligent payment of unlawful dividends or stock purchases or redemptions; or • any transaction from which the director derives an improper personal benefit.	Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director is also void except as permitted by the Companies Act, which provides exceptions for the company to: (i) purchase and maintain insurance against such liability; (ii) provide a “qualifying third party indemnity” (being an indemnity against liability incurred by the director to a person other than the company or an associated company, which must not cover fines imposed in criminal proceedings, penalties imposed by regulatory bodies arising out of non-compliance with regulatory requirements, the defense costs of criminal proceedings where the director is found guilty, the defense costs of civil proceedings successfully brought against the director by the company or an associated company, or the costs of unsuccessful applications by the director for certain reliefs); and (iii) provide a “qualifying pension scheme indemnity” (being an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan).

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

	Delaware	England

		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.

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

	Delaware	England

		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.

Shareholder Vote on Certain Transactions	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires: • the approval of the board of directors; and • approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.	The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors that may be used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require: • the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and

	Under Delaware law, a contract or transaction between the company and one or more of its directors or officers, or between the company and any other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall not be void solely for this reason, or solely because the director or officer participates in the meeting of the board which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if: • the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board, and the board in good faith authorizes	• the approval of the court. Once approved, sanctioned and effective, all shareholders or creditors of the relevant class and the company are bound by the terms of the scheme. In addition, the Companies Act provides for restructuring plans, which may be used by a company only for the purpose of reducing or mitigating the effects of financial difficulties it is encountering that may affect its ability to carry on business as a going concern. These plans are similar to schemes of arrangement, but: the only shareholder or creditor approval required is that of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the members present and voting of one class of

	Delaware	England

	the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; • the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or • the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the shareholders.	shareholders or creditors that would have a genuine economic interest in the company if the plan were not approved; and if that approval is obtained, members of any other class of shareholders or creditors will be bound by the restructuring plan if they will not as a result be worse off than if the plan were not approved and the court grants its approval. The Companies Act also contains certain provisions relating to transactions between a director and the company, including transactions involving the acquisition of substantial non-cash assets from a director or the sale of substantial noncash assets to a director, and loans between a company and a director or certain connected persons of directors. If such transactions meet certain thresholds set out within the Companies Act the approval of shareholders by ordinary resolution will be required.

Standard of Conduct for Directors	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the shareholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. The director must not use his or her corporate position for personal gain or advantage. In addition, under Delaware	Under English law, a director owes various statutory and fiduciary duties to the company, including: • to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole; • to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company; • to act in accordance with the company’s constitution and only exercise his or her powers for the purposes for which they are conferred; • to exercise independent judgment; • to exercise reasonable care, skill and diligence; • not to accept benefits from a third party conferred by reason of his or her being a director or doing (or not doing) anything as a director; and • to declare any interest that he or she has, whether directly or indirectly, in a

	Delaware	England

	law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.	proposed or existing transaction or arrangement with the company.

Shareholder Suits	Under Delaware law, a shareholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: • state that the plaintiff was a shareholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; • allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or • state the reasons for not making the effort. Additionally, the plaintiff must remain a shareholder through the duration of the derivative suit.	Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust, subject to complying with the procedural requirements under the Companies Act and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some or all of its shareholders.

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

Inspections of the relevant share register maintained by the local registrar and/or performing due diligence on the central securities depository for England and Wales		An annual fee of $0.01 per ADS held (such fee to be assessed against holders of record as at the date or dates set by the depositary as it sees fit and collected at the sole discretion of the depositary by billing such holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions)

Exhibit No.		Exhibit Description

2.1		Share Exchange Agreement, dated as of July 10, 2015, by and between Celsus Therapeutics Plc and RPC Pharma Limited (incorporated by reference to the exhibit previously filed on the Registrant’s Current Report on Form 8-K filed on July 13, 2015)

2.2		A description of the rights of each class of securities that is registered under Section 12 of the Exchange Act as of the end of the period covered by this report. The information required hereby is included in Items 9, 10 and 12 hereof.*

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/A filed on August 30, 2021)

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)

10.1+		Amended and Restated 2007 Stock Option Plan, dated April 26, 2012 (incorporated by reference to the exhibit previously filed with the Registrant’s Registration Statement on Form 20-F (No. 000-54749) filed on June 28, 2012)

10.2 +		Second Amendment to Amended and Restated 2007 Stock Option Plan, dated June 20, 2012 (incorporated by reference to the exhibit previously filed with the Registrant’s Registration Statement on Form 20-F (No. 000-54749) filed on June 28, 2012)

10.3 +		2014 Equity Incentive Plan (incorporated by reference to the exhibit previously filed with the Registrant’s Report of Foreign Private Issuer on Form 6-K (No. 001-36288) filed on June 24, 2014)

10.4		Relationship Agreement, dated as of July 10, 2015, by and between Celsus Therapeutics Plc and RPC Pharma Limited. (incorporated by reference to the exhibit previously filed with the Registrant’s Current Report on Form 8-K filed on July 13, 2015)

10.5		Form of Working Capital Agreement, by and between Volution Immuno Pharmaceuticals SA and the Shareholders named therein. (incorporated by reference to the exhibit previously filed with the Registrant’s Current Report on Form 8-K filed on July 13, 2015)

Exhibit No.		Exhibit Description

10.6+		Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to the exhibit previously filed with the Registrants Definitive Proxy Statement on Schedule 14A filed on August 3, 2015)

10.7+		Letter Agreement between the Company and Ray Prudo dated September 21, 2015 (incorporated by reference to the exhibit previously filed with the Registrant’s Annual Report on Form 20-F filed on March 31, 2017)

10.8+		Side Letter between the Company and Ray Prudo dated September 21, 2015 (incorporated by reference to the exhibit previously filed with the Registrant’s Annual Report on Form 20-F filed on March 31, 2017)

10.9+		Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to the exhibit previously filed with the Registrant’s Current Report on Form 8-K filed on November 25, 2015)

10.10+		Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to the exhibit previously filed with the Registrant’s Current Report on Form 8-K filed on June 30, 2016)

10.11+		Option and Bonus Letter between the Company and Clive Richardson dated October 19, 2018 (incorporated by reference to the exhibit previously filed with the Registrant’s Annual Report on Form 20-F filed on April 23, 2019)

10.12		Form of Securities Purchase Agreement dated as of June 28, 2019 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 filed on July 2, 2019)

10.13		Form of Warrant issued by Akari Therapeutics, Plc in connection with the July 2019 Registered Direct Offering (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on July 2, 2019)

10.14		Form of Placement Agent Warrant issued by Akari Therapeutics, Plc in connection with the July 2019 Registered Direct Offering (incorporated by reference to the exhibit previously filed with the Registrant’s Registration Statement on Form F-1 (333-233048) filed on August 6, 2019)

10.15		Form of Securities Purchase Agreement in connection with the February 2020 Private Placement (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on March 4, 2020)

10.16		Form of Warrant issued by Akari Therapeutics, Plc in connection with the February 2020 Private Placement (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on March 4, 2020)

10.17		Executive Employment Agreement, dated as of June 30, 2020, by and between the Company and Torsten Hombeck (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on July 1, 2020)+

10.18		Securities Purchase Agreement dated June 30, 2020 between the Company and Aspire Capital Fund, LLC (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on July 1, 2020)

10.19		Registration Rights Agreement dated June 30, 2020 between the Company and Aspire Capital Fund, LLC (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on July 1, 2020)

10.20		Form of Securities Purchase Agreement in connection with the July 2021 Private Placement (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on July 20, 2021)

10.21		Form of Warrant issued by Akari Therapeutics, Plc in connection with the July 2021 Private Placement (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on July 20, 2021)

Exhibit No.		Exhibit Description

10.22		Form of Securities Purchase Agreement dated as of December 29, 2021 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 filed on January 4, 2022)

10.23		Form of Warrant issued by Akari Therapeutics, Plc in connection with the December 2021 Registered Direct Offering (incorporated by reference to the exhibit previously filed with the Registrant’s Report on Form 6-K filed on January 4, 2022)

21.1		List of subsidiaries (incorporated by reference to the exhibit previously filed with the Registrant’s Annual Report on Form 20-F filed on April 21, 2021)

23.1		Consent of registered public accounting firm*

31.1		Certification of Chief Executive Officer*

31.2		Certification of the Chief Financial Officer*

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Schema Linkbase Document*

101.CAL		XBRL Taxonomy Calculation Linkbase Document*

101.DEF		XBRL Taxonomy Definition Linkbase Document*

101.LAB		XBRL Taxonomy Labels Linkbase Document*

101.PRE		XBRL Taxonomy Presentation Linkbase Document*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	Akari Therapeutics, Plc

	By:	/s/ Rachelle Jacques
		Name:	Rachelle Jacques
		Title:	Chief Executive Officer
Date: May 16, 2022


	Page
Report of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, New York; PCAOB ID# 243)	F-1

Consolidated Balance Sheets	F-3

Consolidated Statements of Comprehensive Loss	F-4

Consolidated Statements of Changes in Shareholders' (Deficit) Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7- F-26


	Years Ended December 31,
	2021		2020		2019
Operating Expenses:
Research and development expenses	$	9,133,455	$	8,820,204	$	8,739,420
General and administrative expenses		8,080,681		9,160,770		8,223,700
Total Operating Expenses		17,214,136		17,980,974		16,963,120
Loss from Operations		(17,214,136)		(17,980,974)		(16,963,120)
Other Income:
Interest income		10,600		13,615		5,531
Changes in fair value of warrant liabilities - gain		—		556,810		198,948
Foreign currency exchange losses		(193,219)		(350,939)		(67,256)
Other expenses		(27,482)		(22,007)		(20,306)
Total Other (Loss) Income		(210,101)		899,357		116,917
Net Loss		(17,424,237)		(17,081,617)		(16,846,203)
Other Comprehensive Income:
Foreign Currency Translation Adjustment		107,098		(299,205)		3,566
Comprehensive Loss	$	(17,317,139)	$	(17,380,822)	$	(16,842,637)
Loss per ordinary share (basic and diluted)	$	(0.00)	$	(0.01)	$	(0.01)
Weighted average ordinary shares (basic and diluted)		4,292,112,667		3,159,037,588		1,830,998,609


								Accumulated
				Additional			Capital	Other
	Share Capital			Paid-in			Redemption	Comprehensive		Accumulated
	Shares	Amount		Capital			Reserve	Loss		Deficit		Total
Shareholders' Equity, January 1, 2019	1,580,693,413		23,651,277		129,422,851		—		(352,426)		(148,352,991)		4,368,711
Stock-based compensation	—		—		1,047,387		—		—		—		1,047,387
Issuance of ordinary shares, net of issuance costs	665,172,500		8,335,739		3,098,398		—		—		—		11,434,137
Comprehensive income (loss)	—		—		—		—		3,566		(16,846,203)		(16,842,637)
Shareholders' Equity, December 31, 2019	2,245,865,913		31,987,016		133,568,636		—		(348,860)		(165,199,194)	$	7,598
Stock-based compensation	—				325,523								325,523
Issuance of ordinary shares, net of issuance costs	1,559,455,100		20,051,809		2,253,158		—		—		—		22,304,967
Issuance of share capital for entering into 2020 Purchase Agreement with Aspire Capital	40,760,900		523,778		376,222		—		—		—		900,000
Issuance of share capital upon conversion of deferred shares	10		—		—		—		—		—		—
Subdivision of ordinary shares	—		(52,193,811)		—		52,193,811		—		—		—
Reclassification of warrants to shareholders' equity	—		—		3,199,553		—		—		—		3,199,553
Exercise of warrants	1,250,000		15,941		11,559		—		—		—		27,500
Comprehensive (loss) income	—		—		—		—		(299,205)		(17,081,617)		(17,380,822)
Shareholders' Equity, December 31, 2020	3,847,331,923	$	384,733	$	139,734,651	$	52,193,811	$	(648,065)	$	(182,280,811)	$	9,384,319
Stock-based compensation	—		—		314,650		—		—		—		314,650
Issuance of ordinary shares, net of issuance costs	912,400,000		91,240		13,081,512		—		—		—		13,172,752
Comprehensive income (loss)	—		—		—		—		107,098		(17,424,237)		(17,317,139)
Shareholders' Equity, December 31, 2021	4,759,731,923	$	475,973	$	153,130,813	$	52,193,811	$	(540,967)	$	(199,705,048)	$	5,554,582


		Years
Computers, peripheral, and scientific equipment		3
Office furniture and equipment		3


Balance January 1, 2019	$	(352,426)
Net current period other comprehensive loss		3,566
Balance December 31, 2019	$	(348,860)
Net current period other comprehensive loss		(299,205)
Balance December 31, 2020	$	(648,065)
Net current period other comprehensive income		107,098
Balance December 31, 2021	$	(540,967)


	December 31,		December 8,
	2019		2020
Standard deviation	110.00	%	95.00	%
Annual risk-free interest rate	1.66	%	0.25	%
Required return on equity	19.90	%	19.30	%
Expected life in years	4.50		3.55
Annual turnover rate	0.00	%	0.00	%
Period risk-free rate	0.08	%	0.08	%


	February 21,		March 3,		December 8,
	2020		2020		2020
Standard deviation	110.00	%	110.00	%	95.00	%
Annual risk-free interest rate	1.3	%	0.77	%	0.31-0.32	%
Required return on equity	19.90	%	19.90	%	19.30	%
Expected life in years	5.0		5.0		4.2
Annual turnover rate	0.00	%	0.00	%	0.00	%
Period risk-free rate	0.08	%	0.08	%	0.08	%