Form 8-K

8-K — Akari Therapeutics Plc

Accession: 0001493152-26-030341

Filed: 2026-06-26

Period: 2026-06-23

CIK: 0001541157

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 23, 2026

Akari

Therapeutics, Plc

(Exact

Name of Registrant as Specified in Charter)

England

and Wales

001-36288

98-1034922

(State

or other jurisdiction

of incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification No.)

401

East Jackson Street, Suite 3300

Tampa,

FL 33602

(Address,

including zip code, of Principal Executive Offices)

Registrant’s

telephone number, including area code: (929) 274-7510

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol(s)

Name

of each exchange

which registered

American

Depository Shares, each representing 80,000 Ordinary Shares

AKTX

The

Nasdaq Capital Market

Ordinary

Shares, par value $0.000000005 per share*

Trading, but only in connection with the American Depositary Shares.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

previously disclosed on its Current Report on Form 8-K on May 22, 2026, Akari Therapeutics, Plc (the “Company”) entered

into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”),

pursuant to which the Company agreed to sell and issue in a private placement (the “Offering”) an aggregate of 1,470,588

unregistered American Depository Shares (“ADSs”), or prefunded warrants to purchase ADSs, each representing 80,000

of the Company’s ordinary shares per ADS, together with Series H warrants, Series I warrants and Series J warrants to purchase

an equivalent number of ADSs (the Series H, Series I, and Series J warrants collectively referred to as the “Series Warrants”).

Under

the Purchase Agreement, the gross proceeds of the Offering were to be funded in three separate tranches pursuant to three separate closings,

the first of which occurred on May 27, 2026 (the “First Closing Date”), and the second and third closings were expected

to occur on or about June 15, 2026 (the “Second Closing Date”) and July 15, 2026 (the “Third Closing Date”),

respectively.

Subsequent

to the First Closing Date, on June 23, 2026, the Company and the Investors entered into an amendment to the Purchase Agreement (the “Amendment”),

pursuant to which the parties agreed to combine the Second Closing Date and the Third Closing Date into one consolidated closing, which

occurred on June 26, 2026 (the “Combined Closing Date”). Other than establishing the Combined Closing Date, no changes

to the Purchase Agreement were made by the Amendment. On the Combined Closing Date, the Company issued and sold to the Investors the

remaining 980,395 ADSs, or prefunded warrants in lieu thereof, due under the Purchase Agreement. Delivery of the Series Warrants is contingent

upon receipt of shareholder approval at the Company’s annual general meeting of shareholders to be held on June 30, 2026.

The

foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the full text of such agreement, which

is filed as Exhibit 10.1, to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Form of Amendment to Securities Purchase Agreement, dated June 23, 2026, by and among Akari Therapeutics, Plc and the purchasers party thereto

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Akari Therapeutics, Plc

Date: June

26, 2026

By:

/s/

Kameel Farag

Interim Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1 TO SECURITIES PURCHASE AGREEMENT

This

Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is entered into as of June 23, 2026, by and between Akari

Therapeutics, Plc, a public company with limited liability incorporated under the laws of England and Wales (the “Company”),

and each of the investors identified on the signature pages hereto (each, an “Investor,” and collectively, the “Investors,”

and together with the Company, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the respective

meanings set forth in the Agreement.

RECITALS

WHEREAS,

the Parties previously entered into that certain Securities Purchase Agreement dated as of May 20, 2026 (the “Agreement”),

which contemplated a three-tranche investment structure consisting of an initial closing, a second closing, and a third closing;

WHEREAS,

the initial closing under the Agreement occurred on May 27, 2026, in accordance with the terms of the Agreement;

WHEREAS,

pursuant to the Agreement, the second closing was scheduled to occur on June 15, 2026, and the third closing was scheduled to occur on

July 15, 2026; and

WHEREAS,

the Parties now desire to consolidate the second closing and the third closing into a single combined closing to occur on June 26, 2026,

on the terms and subject to the conditions set forth herein.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Consolidated

Closing Date. Notwithstanding anything to the contrary in the Agreement, the Parties hereby agree that the second closing and

the third closing, as contemplated by the Agreement, shall be consolidated and shall occur as a single combined closing (the “Combined

Closing”) on June 26, 2026, or such other date as the Parties may mutually agree in writing (the “Combined Closing Date”).

Aggregate

Investment Amount. The aggregate investment amount to be funded at the Combined Closing shall equal the sum of the investment

amounts that were previously contemplated to be funded at the second closing and the third closing, respectively, as set forth in

the Agreement, without reduction or offset, as set forth on Schedule A hereto with respect to the aggregate investment amount to

be funded, and aggregate Placed Shares, aggregate Placed ADSs to be issued and sold in the Combined Closing, and the aggregate investment

amount to be funded, and aggregate Placed Shares, aggregate Placed ADSs to be issued and sold to each Purchaser.

Terms

and Conditions. Except as expressly modified by this Amendment, all terms and conditions of the Agreement applicable to the second

closing and the third closing shall apply to the Combined Closing, including, without limitation, any conditions precedent, representations

and warranties, and deliverables required in connection with each such closing.

Further Modification. Except as expressly set forth in this Amendment, the Agreement shall remain in full force and effect and

is hereby ratified and confirmed in its entirety. In the event of any conflict between this Amendment and the Agreement with respect

to the subject matter hereof, this Amendment shall control.

Counterparts.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall

constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.

Governing

Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to

its conflict of laws principles.

WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized representatives

as of the date first written above.

AKARI

THERAPEUTICS, PLC

By:

Name:

Abizer

Gaslightwala

Title:

President

and Chief Executive Officer

Date:

DONALD

WOJNOWSKI

By:

Name:

Donald

Wojnowski

Date:

THOMAS

MOLLICK

By:

Name:

Thomas

Mollick

Date:

JOSEPH

NACHTRAB

By:

Name:

Joseph

Nachtrab

Date:

ERIC

BORELL

By:

Name:

Donald

Wojnowski

Date:

MATTHEW

JOSEPH NACHTRAB REVOCABLE TRUST DTD 12/18/2014

By:

Name:

Matthew

Nachtrab

Title:

Trustee

Date:

PAUL

M. ARNOLD AND MARY JO ARNOLD

By:

Name:

Paul

M. Arnold

Date:

SCHEDULE

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