Akari Therapeutics Plc

Shareholders and Board of Directors

Akari Therapeutics, Plc

Tampa, Florida

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Akari Therapeutics, Plc (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, defaults on debt obligations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Assessment of Intangible Asset Related to In-process Research and Development (IPR&D)

As disclosed in Notes 2 and 4 to the consolidated financial statements, the Company’s AKTX-101 IPR&D intangible asset balance was approximately $34.0 million as of December 31, 2025. The Company’s IPR&D is tested for impairment at least annually, or more frequently if impairment indicators are present. As of December 31, 2025, the Company estimated the fair value of the AKTX-101 IPR&D during an annual impairment assessment, which resulted in no impairment. The estimated fair value of the AKTX-101 IPR&D was valued using the multi-period excess earnings method. Significant assumptions used in determining the fair value of the AKTX-101 IPR&D include forecasted gross product sales, discount rate and probability of clinical trial success and obtaining regulatory approval.

We identified the annual impairment assessment of the AKTX-101 IPR&D intangible asset as a critical audit matter. The principal considerations for our determination are the significant judgments and subjectivity required in assessing the fair value of the AKTX-101 IPR&D intangible asset and certain significant assumptions used related to: (i) the forecasted gross product sales, (ii) discount rate, and (iii) probability of clinical trial success and obtaining regulatory approval. Auditing these assumptions and judgments involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the involvement of professionals with specialized skills or knowledge.

Impairment Assessment of Goodwill

As disclosed in Note 2 to the consolidated financial statements, the Company’s goodwill balance was approximately $8.4 million as of December 31, 2025. The Company’s goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the fair value of its reporting unit may be less than its carrying value. As of December 31, 2025, the Company estimated the fair value of the reporting unit during an annual impairment assessment, which resulted in no impairment. The estimated fair value of the reporting unit was determined using the adjusted net assets method. Significant assumptions used when determining the fair value of the reporting unit include forecasted gross product sales, discount rate, control premium, and probability of clinical trial success and obtaining regulatory approval.

We identified the annual impairment assessment of goodwill as a critical audit matter. The principal considerations for our determination are the significant judgments and subjectivity required in assessing the fair value of the reporting unit and certain significant assumptions used related to: (i) the forecasted gross product sales, (ii) discount rate, (iii) control premium, and (iv) probability of clinical trial success and obtaining regulatory approval. Auditing these assumptions and judgments involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the involvement of professionals with specialized skills or knowledge.

Classification of Warrants

As described in Notes 6, 7, and 9 to the consolidated financial statements, in March 2025 and in April 2025, the Company sold to certain investors its American Depository Shares (“ADSs”) and pre-funded warrants (“March and April Pre-Funded Warrants”) in private placement offerings. In connection with these offerings, the Company also issued warrants to certain investors (the “Series A Warrants” and the “Series B Warrants”). In October 2025, the Company sold to certain investors its ADSs in a registered direct offering. In connection with this offering, the Company also issued warrants to the investors (the “Series E Warrants” and the “Series F Warrants”). In December 2025, the Company sold to certain investors its ADSs and issued warrants to the investors (the “Series G Warrants”) in a registered direct offering. The Company also issued Series G Warrants and pre-funded warrants (the “December Pre-Funded Warrants”) to certain investors in a concurrent private placement. Furthermore, in connection with the direct offering and private placement, the Company entered into note cancellation and exchange agreements with each holder of the August 2025 Notes to exchange the total outstanding principal amounts of the August 2025 Notes for prefunded warrants (the “Note Exchange Pre-Funded Warrants”) and unregistered note exchange warrants (the “Note Exchange Warrants”). The Company determined that these financial instruments met all of the criteria for equity classification and recorded them as a component of additional paid-in capital upon the closing of the transactions.

We identified the evaluation of the financial statement accounting classification for the March and April Pre-Funded Warrants, the Series A Warrants, the Series B Warrants, the Series E Warrants, the Series F Warrants, the Series G Warrants, the December Pre-Funded Warrants, the Note Exchange Pre-Funded Warrants, and the Note Exchange Warrants as a critical audit matter. Our principal considerations included the judgments required to evaluate accounting complexities related to certain provisions of the warrant agreements, including settlement provisions and derivative elements. Auditing these elements involved especially complex auditor judgment, including the extent of expertise needed.

August 2025 Notes Issuance and Warrant Amendment

As described in Notes 6 and 9 to the consolidated financial statements, in August 2025, the Company issued unsecured promissory notes with a 20% original issue discount (the “August 2025 Notes” or “Notes”) to certain investors, including the Company’s directors, with an aggregate purchase price of approximately $3.0 million and an aggregate principal amount of approximately $3.8 million. In connection with the issuance and sale of the Notes, the Company agreed to extend the expiration date of Series A warrants held by the Notes investors, previously issued in the March 2025 Private Placement (the “Series A Warrants”), by 48 months from the original date of expiration. For the Notes issued to third party investors, the change in fair value of Series A Warrants upon amendment of approximately $1.9 million was recognized as debt issuance costs to the extent of the aggregate Notes purchase price of $1.5 million, and the remainder of approximately $0.4 million as a loss on debt issuance, which is recorded in loss on debt extinguishment in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.

We identified the accounting evaluation of the August 2025 Notes issued to third party investors and Series A Warrant amendment as a critical audit matter. The principal considerations for our determination were the complexities involved in: (i) the evaluation of the contract terms and conditions in accordance with the appropriate accounting literature, (ii) the evaluation of the appropriate accounting treatment of the change in fair value of Series A Warrants upon amendment. Auditing these elements involved especially complex auditor judgment, including the extent of expertise needed.

/S/BDO USA, P.C.

We have served as the Company’s auditor since 2016.

New York, New York

March 30, 2026