| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Akari Therapeutics Plc [ AKTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/20/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| American Depositary Shares representing Ordinary Shares(1) | 200 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $1.5 | 03/20/2025 | A | 300,000 | (2) | 03/20/2035 | American Depositary Shares representing Ordinary Shares(1) | 300,000 | $0 | 300,000 | D | ||||
| Stock Option (Right to Buy) | $1.5 | 03/20/2025 | A | 200,000 | (3) | 03/20/2035 | American Depositary Shares representing Ordinary Shares(1) | 200,000 | $0 | 200,000 | D | ||||
| Explanation of Responses: |
| 1. Each American Depositary Share ("ADS") represents 2,000 Ordinary Shares with a par value of $0.0001 per Ordinary Share of the Issuer. |
| 2. The stock option award was granted under the Issuer's 2023 Equity Incentive Plan. The stock option shall vest over four years from the grant date with 25% vesting on the 12 month anniversary of the grant date, and the remainder vesting ratably on a monthly basis over the then remaining 36 months from the grant date, such that it will be fully vested on the fourth anniversary of the grant date. The stock option award is subject to continued service with the Issuer. |
| 3. The stock option award was granted under the Issuer's 2023 Equity Incentive Plan. The stock options shall vest upon achievement of at least one of the following performance criteria: either (a) closing of a qualified financing of at least $15,000,000 in gross proceeds on or before December 31, 2025, or (b) closing of an antibody drug conjugate ("ADC") focused license transaction, with a minimum upfront payment of $10,000,000 on or before December 31, 2025. If neither of these criteria are met by December 31, 2025 the performance-based option will expire. The stock option award is subject to continued service with the Issuer. |
| /s/ Torsten Hombeck | 03/24/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||