SEC Form S-8 filed by Akari Therapeutics plc

As filed with the Securities and Exchange Commission on July 29, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AKARI THERAPEUTICS, PLC

(Exact Name of Registrant as Specified in its Charter)

22 Boston Wharf Road FL 7

Boston, MA 02210

Telephone (929) 274-7510

(Address of principal executive offices)

Akari Therapeutics, Plc 2023 Equity Incentive Plan

Peak Bio, Inc. 2022 Long-Term Incentive Plan

(Full title of the Plan)

Celsus Therapeutics, Inc.

22 Boston Wharf Road FL 7

Boston, MA 02210

(929) 274-7510

(Name, Address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Gary Emmanuel, Esq.

Win Rutherfurd, Esq.

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Tel: (212) 801-9337

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

explanatory note

This Registration Statement on Form S-8 is being filed by Akari Therapeutics, Plc, a public company with limited liability under the laws of England and Wales (the “Registrant”, “Company”, “we”, “us”, or “our”), for the purpose of registering (i) a total of 18,826,000,000 additional ordinary shares, par value $0.0001 per share (“Ordinary Shares” and such additional Ordinary Shares, the “Akari 2023 Plan Additional Shares”) (the equivalent of 9,413,000 American Depositary Shares), issuable under the Akari Therapeutics, Plc 2023 Equity Incentive Plan (as amended, the “Akari 2023 Plan”) and (ii) a total of 1,922,625,000 Ordinary Shares (the “Peak Bio 2022 Plan Shares”) (the equivalent of 961,312 American Depositary Shares), issuable under certain options awarded under the Peak Bio, Inc. 2022 Long-Term Incentive Plan, which were assumed by the Company in connection with the business combination contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 4, 2024, by and among the Company, Peak Bio, Inc. (“Peak Bio”), a Delaware corporation, and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, as amended by a side letter dated as August 15, 2024 (the “Peak Bio 2022 Plan”).

STATEMENT OF INCORPORATION BY REFERENCE

With respect to the Akari 2023 Plan Additional Shares, and pursuant to Instruction E of Form S-8, the contents of the Registrant’s prior registration statement on Form S-8 registering Ordinary Shares under the Akari 2023 Plan (File No. 333-274954) (the “Prior Registration Statement”) are hereby incorporated by reference herein, and the information required by Form S-8 is omitted with respect to the Akari 2023 Plan Additional Shares, except that the provisions contained in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

With respect to the Peak Bio 2022 Plan Shares, the information specified by Items 1 and 2 of Part I of Form S-8 is omitted from this registration statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Explanatory Note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Peak Bio 2022 Plan, as specified by Rule 428(b) under the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We incorporate by reference the following documents filed with the Securities and Exchange Commission (“SEC”) and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules:

We also incorporate by reference into this Registration Statement the following information filed with the SEC:

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K or any other information that is identified as “furnished” rather than filed, which information is not incorporated by reference herein) after the date of this prospectus and prior to the filing of a post-effective amendment that indicates that all securities have been offered and sold or that deregisters all securities remaining unsold shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents (other than information that is furnished in such documents but deemed by the rules of the SEC not to have been filed). Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

To the extent permitted by the U.K. Companies Act of 2006, our directors and officers are entitled pursuant to our Articles of Association, as amended, to be indemnified against any liability they incur by reason of their directorship or service as an officer of the Company. In addition to such indemnification, we provide our directors and executive officers with directors’ and officers’ liability insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following are the exhibits required by Item 601 of Regulation S-K:

* Filed herewith.

Item 9. Undertakings.

provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on July 29, 2025.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director and officer of AKARI THERAPEUTICS, PLC whose signature appears below hereby constitutes and appoints Abizer Gaslightwala and Torsten Hombeck, Ph.D., and each of them severally, acting alone and without the other, his/her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Akari Therapeutics, Plc has signed this registration statement on July 29, 2025.