| 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) 12/16/2025 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Warrants to purchase American Depositary Shares ("ADRs")(1)(2) | $0.3883 | 12/16/2025 | P | 618,658 | (3) | (3) | American Depositary Shares representing Ordinary Shares | 618,658 | (4) | 618,658 | D | ||||
| Pre-Funded Warrants to purchase ADRs(1)(2) | $0.0000(7) | 12/16/2025 | P | 618,658 | (3) | (3) | American Depositary Shares representing Ordinary Shares | 618,658 | $0.4041(4) | 618,658 | D | ||||
| Warrants to purchase ADRs(1)(5) | $0.3883 | 12/16/2025 | P | 3,093,293 | (6) | (6) | American Depositary Shares representing Ordinary Shares | 3,093,293 | (5) | 3,093,293 | D | ||||
| Pre-Funded Warrants to purchase ADRs(1)(5) | $0.0000(7) | 12/16/2025 | P | 3,093,293 | (6) | (6) | American Depositary Shares representing Ordinary Shares | 3,093,293 | $0.4041(5) | 3,093,293 | D | ||||
| Explanation of Responses: |
| 1. Each American Depositary Share ("ADS") represents 2,000 Ordinary Shares with a par value of $0.000000005 per Ordinary Share of the Issuer. |
| 2. On December 16, 2025, the Reporting Person acquired (i) unregistered pre-funded warrants to purchase up to 618,658 ADSs (the "PIPE PFWs" and ) and (ii) accompanying Series G Warrants to purchase up to 618,658 ADSs (the "Series G Warrants"), at a combined purchase price of $0.4041 per PIPE PFW and Series G Warrant in a private placement transaction pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended. |
| 3. The Series G Warrants and the PIPE PFWs shall be exercisable upon shareholder approval, with the Series G Warrants having a five-year term from such approval, and the PIPE PFWs remaining exercisable until fully exercised. |
| 4. The combined purchase price per one PIPE PFW and accompanying PIPE Series G Warrant was $0.4041. |
| 5. On December 16, 2025, the Reporting Person and the Issuer entered into a note cancellation and exchange agreement, pursuant to which, in exchange for the entire outstanding principal amount and all accrued interest on the Issuer's unsecured promissory note held by the Reporting Person, the Issuer issued to the Reporting Person (i) unregistered pre-funded warrants (the "Note Exchange Unregistered Pre-Funded Warrants") to purchase up to 3,093,293 ADSs, at a purchase price of $0.4041 per Note Exchange Unregistered Pre-Funded Warrant, and (ii) unregistered warrants to purchase up to 3,219,160 ADSs (the "Note Exchange Unregistered Warrants"). |
| 6. The Note Exchange Unregistered Warrants and the Note Exchange Unregistered Pre-Funded Warrants shall be exercisable upon shareholder approval, with the Note Exchange Unregistered Warrants having a five-year term from such approval, and the Note Exchange Unregistered Pre-Funded Warrants remaining exercisable until fully exercised. |
| 7. Conversion Exercise Price of Security is $0.00001 |
| Remarks: |
| See Exhibit 24 - Power of Attorney |
| /s/ Abizer Gaslightwala, as Attorney-in-Fact | 12/18/2025 | |
| ** 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. | ||