Form 8-K

8-K — Akari Therapeutics Plc

Accession: 0001493152-26-025037

Filed: 2026-05-22

Period: 2026-05-20

CIK: 0001541157

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-4.4 (ex4-4.htm)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001541157

2026-05-20

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AKTX:AmericanDepositorySharesEachRepresenting80000OrdinarySharesMember

2026-05-20

0001541157

AKTX:OrdinarySharesParValue0.000000005PerShareMember

2026-05-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): May 20, 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.

May 20, 2026, Akari Therapeutics, Plc (the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with certain 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”), each representing 80,000 of the Company’s

ordinary shares (the “Shares”), or prefunded warrants in lieu thereof (“Pre-Funded Warrants”),

and, in each case, Series H warrants to purchase ADS (“Series H Warrants”), Series I warrants to purchase ADS (“Series

I Warrants”) and Series J warrants to purchase ADS (“Series J Warrants”, together with the Pre-Funded Warrants,

the Series H Warrants and the Series I Warrants, the “Warrants,” and together with the ADSs or Pre-Funded Warrants,

the “Units”). The Units consist of one ADS or Pre-Funded Warrant plus a Series H Warrant to purchase one ADS, a Series

I Warrant to purchase one ADS and a Series J Warrant to purchase one ADS (Series H Warrants, Series I Warrants and Series J Warrants,

together, the “Series Warrants”). The purchase price per Unit for investors purchasing ADSs and accompanying Series

Warrants is equal to $3.74 (the “ADS Unit Purchase Price”). The purchase price per Pre-Funded Warrant and accompanying

Series Warrants is equal to $3.739 (which represents the ADS Unit Purchase Price minus the $0.001 exercise price for such Pre-Funded

Warrant) (the “Pre-Funded Unit Purchase Price”).

The

gross proceeds from the Offering, excluding the proceeds to be received upon exercise of the Pre-Funded Warrants, are expected to be

approximately $5.5 million before deducting approximately $125,000 representing the fees and expenses of the placement agent payable

by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The

Company paid Paulson Investment Company, LLC (“Paulson”) (the “Placement Agent”) a cash fee equal

to 2% of the aggregate purchase price for the Units sold in the Offering and agreed to issue 117,647 ADSs (equal to 8% of the total number

of ADS issued in the Offering, including any of the ADSs issuable upon exercise of the Pre-Funded Warrants) to the Placement Agent (the

“Placement Agent ADSs”).

The

issuance of the Series Warrants and the Placement Agent ADSs is subject to shareholder approval (“Shareholder Approval”).

The Series Warrants will have an exercise price of $3.74 per ADS, and will be exercisable immediately when issued following the

date of Shareholder Approval. The Pre-Funded Warrants will be exercisable immediately when issued and may be exercised at any

time until all of the Pre-Funded Warrants are exercised in full.

Pursuant

to the Purchase Agreement, the Company has agreed to prepare and file a registration statement on Form S-3 (or Form S-1 if the Company

is not then eligible to use Form S-3) with the Securities and Exchange Commission no later thirty days following the Third Closing Date

(as defined below) to register the resale of the Shares (including ADSs issuable upon exercise of the Warrants) purchased pursuant to

the Purchase Agreement. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary

for transactions of this nature.

The

gross proceeds of the Offering will be funded in three separate tranches pursuant to three separate closings, expected to occur on or

about May 27, 2026, June 15, 2026 and July 15, 2026 (the “Third Closing Date”).

The

securities to be issued to the purchasers under the Purchase Agreement were offered in reliance on an exemption from registration provided

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated

thereunder. The Company relied on this exemption from registration based in part on representations made by the purchasers, including

that each purchaser is an “accredited investor”, as defined in Rule 501(a) promulgated under the Securities Act.

The

offer and sale of the securities pursuant to the Purchase Agreement have not been registered under the Securities Act or any state securities

laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration

requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an

offer to buy the securities described herein or therein.

The

foregoing summary of the terms of the Warrants and the Purchase Agreement is subject to, and qualified in its entirety by, the full text

of such agreements, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1, respectively, to this Current Report on Form 8-K and are

incorporated by reference herein.

Item 3.02

Unregistered

Sales of Equity Securities.

The

information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described herein is incorporated

herein by reference.

Item 9.01.

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Series H Warrant

4.3

Form of Series I Warrant

4.4

Form of Series J Warrant

10.1

Form of Securities Purchase Agreement, dated May 20, 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:

May 22, 2026

By:

/s/

Abizer Gaslightwala

Abizer

Gaslightwala

President

and Chief Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER

THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,

UNLESS THE COMPANY AND DEPOSITARY HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES

NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED

IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED

WARRANT TO PURCHASE ORDINARY SHARES

REPRESENTED

BY AMERICAN DEPOSITARY SHARES

AKARI

THERAPEUTICS, PLC.

Warrant

No. [●]

Issuance

Date: May 20, 2026

Number

of American Depositary Shares: [●]

THIS

PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies

that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations

on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”)

and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase

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

up to [●] Ordinary Shares (the “Warrant Shares”) represented by [●] American Depositary Shares (“ADSs”),

as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the

Exercise Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in that

certain Securities Purchase Agreement (the “Purchase Agreement”), dated May 20, 2026, among the Company and the purchasers

signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office

or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on

the books of the Company) and the Depositary of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of

Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and

(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of

exercise as aforesaid the Holder shall deliver to the Company the aggregate applicable Exercise Price of the Warrant ADSs thereby purchased

by wire transfer or cashier’s check drawn on a United States bank, in either case in immediately available funds, unless the cashless

exercise procedure specified in Section 2(c) below is properly specified in the applicable Notice of Exercise. No ink-original Notice

of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise

be required. The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s)

contained on any Notice of Exercise nor the authority of the person so executing such Notice of Exercise. Notwithstanding anything herein

to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased

all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this

Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company.

Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have

the effect of lowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant

ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases.

The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and

any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the

purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may

be less than the amount stated on the face hereof.

Exercise Price. The aggregate exercise price of this Warrant is $0.001 per Warrant ADS, all of which,, except for a nominal exercise

price of $0.001 per Warrant ADS, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional

consideration (other than the nominal exercise price of $0.001 per Warrant ADS) shall be required to be paid by the Holder to any Person

to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid

aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been

exercised prior to the Termination Date. The remaining unpaid exercise price per Warrant ADS under this Warrant shall be $0.001, subject

to adjustment hereunder (the “Exercise Price”).

Cashless Exercise. If following the date that is six (6) months following the original issuance date of the Warrants, at the time

of exercise hereof, there is no effective registration statement registering with a current prospectus available for the resale of the

Warrant ADSs by the Holder, then this Warrant may (if permitted by applicable law and the Company’s articles of association) also

be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to

receive a number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and

delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in

Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,

either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the

ADSs on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution

of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day

and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”

on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such

Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after

the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant for cash exercise, as adjusted hereunder; and

(X) =

the number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

Warrant ADSs are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant ADSs shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant

ADSs being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this

Section 2(c), except to the extent required by applicable law, rule or regulation. On the Termination Date, if, despite the Company’s

commercially reasonable efforts to maintain an effective registration statement pursuant to the definition of “Termination Date”

above, there is no effective registration statement registering or the prospectus contained therein is not available for the issuance

of the Warrant ADSs to the Holder, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c);

provided, that, in the event such cashless exercise would exceed the Maximum Percentage in Section 2(e), the Holder shall receive Pre-Funded

Warrants for any exercise settlements that would exceed the Maximum Percentage.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then

listed or quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading

Market on which the ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time)

to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for

such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading

on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets” published by OTC Markets Group, Inc.

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the ADSs

so reported, or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith

by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the reasonable

fees and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted

on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading

Market on which the ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time)

to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for

such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading

on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets” published by OTC Markets Group, Inc.

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported,

or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders

of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the reasonable fees and expenses

of which shall be paid by the Company.

Mechanics of Exercise.

Delivery of Warrant ADSs Upon Exercise. Subject to the Company’s receipt of the Exercise Price, the Company shall deposit

the Warrant Shares subject to such exercise with Deutsche Bank Trust Company Americas, the Depositary for the ADSs (the “Depositary”)

and instruct the Depositary to credit the Holder’s prime broker with The Depository Trust Company through its Deposit/Withdrawal

At Custodian system (“DWAC”) if the Depositary is then a participant in such system and either (A) there is an effective

registration statement with a current prospectus registering for resale of the Warrant Shares represented by the Warrant ADSs by the

Holder or (B) the Warrant ADSs are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144

(assuming cashless exercise of the Warrant), and otherwise by electronic (registered in book-entry format) or physical delivery to the

address specified by the Holder in the Notice of Exercise, by the date that is the earliest of (i) one (1) Trading Day after the delivery

to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery

to the Company of the Notice of Exercise and the aggregate Exercise Price (such date, the “Warrant ADS Delivery Date”).

Upon delivery of the Notice of Exercise, the Company shall treat the Holder for all corporate purposes as if it were the beneficial owner

of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier

of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice

of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to a Notice of Exercise by the Warrant

ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant

ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $10.00 per Trading Day

(increasing to $20.00 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date) for each Trading Day after such Warrant

ADS Delivery Date until such Warrant ADSs are delivered or the Holder rescinds such exercise. The Company agrees to use commercially

reasonable efforts to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding

and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number

of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice

of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all

other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section

2(d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise in respect of the untransmitted

Warrant ADSs (with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored)

and the Company shall return to the Holder the aggregate Exercise Price paid to the Company for such Warrant ADSs.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs

to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),

then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSs

that the Company failed to deliver to the Holder in connection with the exercise at issue by (2) the price at which the sell order giving

rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant in respect

of the Warrant ADSs for which such exercise was not honored and return any amount received by the Company in respect of the Exercise

Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of ADSs that

would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder

purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of the Warrant with an

aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company

shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the

Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs upon exercise of the Warrant

as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant.

As to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or

round up to the next whole ADS; provided, however, the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding

results in the issue price being lower than the nominal value of the ADS.

vi.

Charges, Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of Warrant ADSs, all of which taxes and expenses shall be paid by the Company,

and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered

for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as

a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all

Depositary fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established

clearing corporation performing similar functions) required for same-day electronic issuance and delivery of the Warrant ADSs.

vii.

Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof; provided, however, that the foregoing shall not be deemed or construed to limit any rights

of the Depositary under the terms and provisions of the deposit agreement among, inter alia, the Company and the Depositary.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the

exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to

the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that

after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess

of 9.99% (the “Maximum Percentage”) of the number of Ordinary Shares outstanding immediately after giving effect to

such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the

other Attribution Parties shall include the number of Ordinary Shares underlying ADSs held by the Holder and all other Attribution Parties

plus the number of Ordinary Shares underlying ADSs issuable upon exercise of this Warrant with respect to which the determination of

such sentence is being made, but shall exclude the number of Ordinary Shares underlying ADSs which would be issuable upon (A) exercise

of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B)

exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder

or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section

2(e). For purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

For purposes of this Warrant, in determining the number of Ordinary Shares underlying ADSs the Holder may acquire upon the exercise of

this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of Ordinary Shares as reflected in (x) the Company’s

most recent Annual Report on Form 10-K, Current Report on Form 8-K or other public filing with the Commission, as the case may be, (y)

a more recent public announcement by the Company or (z) any other written notice by the Company setting forth the number of Ordinary

Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the

Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company

shall (i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice

would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2(e), to exceed the Maximum Percentage,

the Holder must notify the Company of a reduced number of Warrant ADSs to be purchased pursuant to such Exercise Notice (the number of

shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the

Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the

written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail

to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined

after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution

Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares

to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own,

in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of

the Exchange Act), the Company and the Holder shall use commercially reasonable efforts to procure that the number of shares so issued

by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the

“Excess Shares”) are repurchased by the Company (out of its distributable reserves pursuant to a contract duly authorized

in accordance with the law, or as it may otherwise be legally permitted from time to time) for a price equal to the applicable Exercise

Price, and pending such repurchase the Holder agrees it shall not exercise any rights relating to the power to vote or to transfer the

Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective

until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess

of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first

(61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the

other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity,

the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially

owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of

this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e)

to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended

beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give

effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this

Warrant. “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,

including, any funds, feeder funds or managed accounts, currently, or from time to time after the issuance date, directly or indirectly

managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates

of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a group together with the Holder

or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares would or could be

aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity,

the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will

have restrictions upon resale imposed by state and federal securities laws.

Section

3. Certain Adjustments.

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise

makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary

Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable,

(ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including

by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, (iv) redesignates

any other securities as Ordinary Shares or ADSs or (v) issues Ordinary Shares or ADSs by way of capitalization of profits or reserves,

then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding

treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted so that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective

immediately after the record date or (if there is no record date) the effective date of the transaction giving rise to the adjustment.

[RESERVED].

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is

outstanding the Company grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or

other property pro rata to the record holders of any class of Ordinary Shares or ADSs (the “Purchase Rights”), then

the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder

could have acquired if the Holder had held the number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which

a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record

holders of Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the

extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such ADSs as a

result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such

time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

Pro Rata Distributions. Except to the extent that the adjustments pursuant to Section 3(a) above apply, during such time as this

Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its

assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise (including, without limitation, any distribution

of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme

of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then,

in each such case, the Holder shall be entitled to receive at the time such Distribution is made the amount of cash or assets that are

distributed in the Distribution per Ordinary Share or ADS multiplied by the number of Ordinary Shares or ADSs acquirable upon complete

exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of Ordinary Shares or ADSs are to be determined for the participation in such Distribution (provided, however,

that the Holder shall not be entitled to receive any Ordinary Shares or ADSs pursuant to the foregoing right to the extent that this

would result in the Holder exceeding the Maximum Percentage, and any such Ordinary Shares or ADSs shall be held in abeyance for the benefit

of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly

or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of

its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer

(whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or

exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary

Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or

recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted

into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions

consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50%

of the outstanding Ordinary Shares (each a “Fundamental Transaction”), then, upon any subsequent exercise of this

Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately

prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)

on the exercise of this Warrant), the number of shares of the successor or acquiring corporation or of the Company, if it is the surviving

corporation, and/or any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental

Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental

Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the

determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate

Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise

Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate

Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental

Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant

following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company

is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this

Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory

to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option

of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument

substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock

of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant

(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an Exercise price

which applies the Exercise Price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary

Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock

and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation

of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any

such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with

the same effect as if such Successor Entity had been named as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the

case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall

be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or

ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for

or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required

in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party,

any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary

Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the

Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the

applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose

of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of

the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined

or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective

or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary

Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share

exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity

of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,

or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file

the material terms of such notice with the Commission pursuant to a Report on Form 8-K. The Holder shall remain entitled to exercise

this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except

as may otherwise be expressly set forth herein.

(h)

Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during

the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and

for any period of time deemed appropriate by the Board of Directors of the Company.

(i)

Change in ADS Ratio. If after the Issuance Date the ratio of ADSs to Ordinary Shares is increased or reduced, then the number

of Warrant ADSs to be delivered upon exercise of this Warrant and the Exercise Price per Warrant ADS will each be proportionately adjusted

so that the aggregate Exercise Price remains unchanged.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in

part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment

of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to

pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall

execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company

assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase

of Warrant ADSs without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issuance Date and shall

be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant is not (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state

securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements

pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant,

as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant ADSs issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant ADSs or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempt under the Securities Act.

Section

5. Miscellaneous.

No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting the rights of a Holder to receive Warrant ADSs on a “cashless exercise,” and to

receive the cash payments contemplated pursuant to Sections 2(d)(i), 2(d)(iv) and 2(d)(v), in no event will the Company be required to

net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, its directors will have authority to allot a sufficient number

of shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares upon the exercise of any purchase rights under

this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are

charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company

will take all such reasonable action as may be necessary to assure that such Warrant ADSs may be issued as provided herein without violation

of any applicable law or regulation, or of any requirements of the applicable Trading Market upon which the Ordinary Shares and ADSs

may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented

by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance

herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the

Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities

or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at

all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior

to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and

legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts

to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary

to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise

Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public

regulatory body or bodies having jurisdiction thereof. Unless required by law, the Company shall not do anything that would require the

Exercise Price to be adjusted to an amount that is less than the aggregate nominal value of the Ordinary Shares underlying an ADS at

that time.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that

all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of

this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient

to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,

incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies

hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by

the Company or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Depositary. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Depositary’s rights

and obligations with respect to the Company and the ADSs (including the Warrant ADSs) shall be as set forth in, and subject to, the terms

and provisions of the deposit agreement among, inter alia, the Company and the Depositary and in no event shall this Warrant be

deemed or construed to impose any additional obligations or liabilities on the Depositary.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant ADSs.

Company Acknowledgement. The Company acknowledges that the Company has received the aggregate par value amount of the Warrant

Shares underlying the Warrant ADSs upon exercise of this Warrant and the Company shall hold such aggregate nominal amount in trust and

shall apply it as applicable in connection with exercises of this Warrant pursuant to Section 2(c) herein.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

Electronic Signatures. Electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals

for all purposes of this Warrant.

**********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Akari Therapeutics Plc

By:

Name: Abizer Gaslightwala

Title: President and Chief Executive Officer

NOTICE

OF EXERCISE

TO:

AKARI

THERAPEUTICS, PLC

DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS DEPOSITARY

(1)

The undersigned hereby elects to purchase _________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if

exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted, by the cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant ADSs purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please register and issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:

DTC

Participant name and number:

____________________________

Name

and account number of DTC Participant Client:

____________________________

Contact

of DTC Participant:

____________________________

Contact

of Holder:

____________________________

Telephone

Number of DTC Participant:

____________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ____________________________________________________

Signature

of Authorized Signatory of Investing Entity: _____________________________

Name

of Authorized Signatory: ________________________________________________

Title

of Authorized Signatory: _________________________________________________

Date:

___________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase Warrant ADSs.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Dated: ____________, ______

Holder’s Signature: _____________________________

Holder’s Address: ______________________________

EX-4.2

Filename: ex4-2.htm · Sequence: 3