Akari Therapeutics Plc

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on May 8, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AKARI THERAPEUTICS, PLC

(Exact name of registrant as specified in its charter)

401 East Jackson Street, Suite 3300

Tampa, FL 33602

(929) 274-7510

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Abizer Gaslightwala

President and Chief Executive Officer

401 East Jackson Street, Suite 3300

Tampa, FL 33602

(929) 274-7510

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

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted**.**

Akari Therapeutics, PLC

Up to 1,139,818 American Depositary Shares Representing 91,185,440,000 Ordinary Shares

Up to 1,139,818 ** Series H Warrants to Purchase up to 1,139,818 American Depositary Shares

**Up to 1,139,818 Series I Common Warrants to Purchase up to 1,139,818 American Depositary Shares

Up to 1,139,818 Pre-Funded Warrants to Purchase up to 1,139,818 American Depositary Shares Representing 91,185,440,000 Ordinary Shares

Up to 34,195 Placement Agent Warrants to Purchase up to 34,195 American Depositary Shares

Representing 2,735,600,000 Ordinary Shares

Up to 3,419,454 American Depositary Shares Representing 273,556,320,000 Ordinary Shares Issuable Upon Exercise

of the Series H Warrants, Series I Warrants, Pre-Funded Warrants and Placement Agent Warrants

We are offering in a best-efforts offering up to 1,139,818 American Depositary Shares (“ADSs”), each ADS representing eighty thousand (80,000) ordinary shares, par value $0.000000005 per share, of Akari Therapeutics, Plc. (“Akari”, the “Company”, “our company”, “we” or “us”), together with up to 1,139,818 Series H common warrants (“Series H Warrants”) to purchase up to 1,139,818 ADSs and up to 1,139,818 Series I common warrants (“Series I Warrants” and, together with the Series H Warrants, the “Common Warrants”) to purchase up to 1,139,818 ADSs at an assumed combined public offering price of $6.58 per ADS, Series H Warrant and Series I Warrant pursuant to this prospectus, which was the closing price of our ADSs on the Nasdaq Capital Market (“Nasdaq”) on May 7, 2026. The ADSs and Common Warrants will be sold in a fixed combination, with each ADS accompanied by one Series H Warrant to purchase one ADS and one Series I Warrant to purchase one ADS.

We are also offering to those purchasers, if any, whose purchase of our ADSs in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately following the consummation of this offering, the opportunity, in lieu of purchasing ADSs, to purchase pre-funded warrants (“Pre-Funded Warrants”) to purchase ADSs. Each Pre-Funded Warrant will be immediately exercisable for one ADS at any time at the option of the holder until such Pre-Funded Warrant is exercised in full, provided that the holder will be prohibited from exercising Pre-Funded Warrants for ADSs if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would own more than 9.99% of the total number of ordinary shares then issued and outstanding. The assumed combined purchase price of each Pre-Funded Warrant, Series H Warrant and Series I Warrant is $6.579 (which is equal to the assumed combined public offering price per ADS, Series H Warrant and Series I Warrant to be sold in this offering minus $0.001, the exercise price per ADS of each Pre-Funded Warrant). For each Pre-Funded Warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis. The Pre-Funded Warrants will be sold together with Common Warrants in a fixed combination, with each Pre-Funded Warrant to purchase one ADS accompanied by one Series H Warrant to purchase one ADS and one Series I Warrant to purchase one ADS.

Each Series H Warrant will have an exercise price of $ per ADS (which will be no less than 100% of the assumed public offering price per ADS to be sold in the offering), will be immediately exercisable upon issuance, and will expire on the five (5) year anniversary of the issuance date. Each Series I Warrant will have an exercise price of $ per ADS (which will be no less than 100% of the assumed public offering price per ADS to be sold in the offering), will be immediately exercisable upon issuance, and will expire on the 12-month anniversary of the issuance date. Because we will issue a Series H Warrant and a Series I Warrant for each ADS and for each Pre-Funded Warrant sold in this offering, the number of Common Warrants sold in this offering will not change as a result of a change in the mix of ADSs and Pre-Funded Warrants sold.

We are also registering the ADSs issuable from time to time upon the exercise of the Pre-Funded Warrants, Common Warrants and Placement Agent Warrants (as defined below) offered hereby.

The ADSs are listed on the Nasdaq Capital Market under the symbol “AKTX.” On May 7, 2026, the last reported sales price of our ADSs, the closing price of the ADSs was $6.58 per ADS. There is no established public trading market for the Common Warrants and Pre-Funded Warrants and we do not expect a market to develop. Without an active trading market, the liquidity of those warrants will be limited. In addition, we do not intend to list the Common Warrants or Pre-Funded Warrants on Nasdaq, any other national securities exchange or any other trading system.

The assumed combined public offering price used throughout this prospectus has been included for illustration purposes only, and may not be indicative of the final public offering price. The actual combined public offering price will be negotiated between us and the purchasers, in consultation with the Placement Agent (as defined below), based, among other factors, on our recent operating results, the trading of our ADSs prior to this offering and the general condition of the securities markets at the time of this offering, and will be determined at the time of pricing, and may be at a discount to the then current market price.

This offering will terminate on June 5, 2026, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per ADS (or Pre-Funded Warrant) and accompanying Series H Warrant and Series I Warrant will be fixed for the duration of this offering.

We have engaged A.G.P./Alliance Global Partners, LLC (the “Placement Agent”) to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the placement agent fees set forth in the table, which assumes that we sell all of the securities offered by this prospectus. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. We will bear all costs associated with the offering and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Plan of Distribution” for more information regarding these arrangements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 7 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect to deliver the securities to the purchasers in the offering on or about , 2026, subject to satisfaction of certain conditions.

Sole Placement Agent

A.G.P.

The date of this prospectus is , 2026.

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