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Akari Therapeutics Plc

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 30, 2026

AKTX$7.66+3.9%Stored close · as of Nov 9, 2026

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Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We are responsible for maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on our management’s evaluation (with the participation of our principal executive officer and our principal financial officer) of our disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act and the material weaknesses previously identified and further discussed below, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective at the reasonable level of assurance as of December 31, 2025.

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission inInternal Control — Integrated Framework(2013).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management previously identified and disclosed material weaknesses in our internal control over financial reporting with respect to (i) improper access and a lack of review over user access and user provisioning as it relates to our information technology environment and general controls over information systems that support the financial reporting process and (ii) improper access and a lack of review over user access and user provisioning as it relates to our purchase to pay process.

Lack of Formalized Controls over Information Technology General Controls (QuickBooks)

During the fourth quarter of fiscal year 2025, we began the following remediation efforts:

●Management identified a system administrator who manages change management to enforce appropriate segregation of duties and change management controls over the Company’s information technologies used in financial reporting
●Management conducted a user access review and updated permissions to ensure appropriate segregation of duties
●Performed independent review over the completeness and accuracy of information within the system

Lack of Formalized Designed and Implemented Internal Controls (Purchase to Pay)

During the fourth quarter of fiscal year 2025, we began the following remediation efforts:

●Management identified a system administrator who manages change management to enforce appropriate segregation of duties used in our purchase to pay process
●Management conducted a user access review and updated permissions to ensure appropriate segregation of duties between recording purchases, approvals and issuances of payments

Although we have begun the implementation of these remediation efforts, these material weaknesses will not be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Any actions we have taken or may take to remediate these deficiencies are subject to continued management review supported by testing, as well as oversight by the Audit Committee of our board of directors.

We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Remediation of Material Weaknesses

As discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, our management concluded that there were material weaknesses in our internal control over financial reporting related to complex and unusual transactions.

In response to the identified material weakness at December 31, 2024, our management, with oversight from our Audit Committee, made the following changes in its financial reporting processes:

●enhancing the Company’s technical accounting resources through the engagement of qualified personnel and external subject matter experts with experience in complex financial instrument accounting
●establishing additional layers of review and approval for transactions involving complex financial instruments; and
●improving internal documentation and control evidence supporting management’s accounting conclusions.

Management tested the design and operating effectiveness of these newly implemented controls over a sufficient period. Based on the results of this testing, management concluded that the remediation measures have been effectively implemented and that the previously identified material weakness related to complex and unusual transactions has been remediated as of December 31, 2025.

b)Attestation Report of the Registered Public Accounting Firm

Not Applicable.

c)Changes in Internal Control over Financial Reporting

Other than the remediation efforts to address the material weaknesses described above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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