SEC Form SC 13G/A filed by Akari Therapeutics plc (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Akari Therapeutics, PLC
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(represented by American Depositary Shares)
(Title of Class of Securities)
00972G108
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00972G108 | SCHEDULE 13G | Page 2 of 5 |
| 1 |
NAME OF REPORTING PERSON
Samir R. Patel |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF BENEFICIALLY OWNED BY EACH |
5 |
SOLE VOTING POWER
7,862,047 shares(1) |
| 6 |
SHARED VOTING POWER
0 shares | |
| 7 |
SOLE DISPOSITIVE POWER
7,862,047 shares(1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,862,047 shares(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (1) | Comprised of Ordinary Shares represented by American Depositary Shares. Each American Depositary Share reported represents 100 Ordinary Shares. Includes warrants to purchase up to 2,238,748 American Depositary Shares. Does not include warrants to purchase up to 2,011,252 American Depositary Shares which are not exercisable within the next 60 days and for which the reporting person disclaims beneficial ownership. |
| CUSIP No. 00972G108 | SCHEDULE 13G | Page 3 of 5 |
| Item 1(a). | Name of Issuer |
Akari Therapeutics, PLC (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
75/76 Wimpole Street
London W1G 9RT
United Kingdom
| Item 2(a). | Name of Person Filing |
Samir R. Patel (the “Reporting Person”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal business and principal office of the Reporting Person is:
1701 Chicon St., Austin, Texas, 78702
| Item 2(c). | Citizenship |
Samir R. Patel is a citizen of the United States.
| Item 2(d). | Title of Class of Securities |
Ordinary Shares, par value $0.0001 per share (represented by American Depositary Shares, each of which represents 100 Ordinary Shares)
| Item 2(e). | CUSIP Number |
00972G108
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| CUSIP No. 00972G108 | SCHEDULE 13G | Page 4 of 5 |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
With respect to the beneficial ownership of the Reporting Person, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 00972G108 | SCHEDULE 13G | Page 5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| /s/ Samir R. Patel | |
| Samir R. Patel |