On October 15, 2025 Akari Therapeutics, Plc (Nasdaq: AKTX) (the "Company"), an oncology biotechnology company developing novel payload antibody drug conjugates (ADCs), reported that it has entered into a definitive agreement for the issuance and sale of an aggregate of 3,125,000 of the Company’s American Depositary Shares ("ADSs"), each representing 2,000 ordinary shares at a purchase price of $0.80 per ADS in a registered direct offering.
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Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.
In addition, in a concurrent private placement, the Company will issue unregistered Series E Warrants to purchase up to 3,125,000 of the Company’s ADSs and unregistered Series F Warrants to purchase up to 3,125,000 of the Company’s ADSs, each at an exercise price of $0.98 per share. The Series E Warrants will be exercisable on the date of shareholder approval (the "Shareholder Approval Date") for the exercisability of the warrants and have a term of five years from the initial exercise date. The Series F Warrants will be exercisable on the Shareholder Approval Date and have a term of thirty months from the initial exercise date. The offering is expected to close on or about October 16, 2025, subject to the satisfaction of customary closing conditions.
The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses payable by the Company, are expected to be approximately $2.5 million. The Company intends to use the net proceeds for working capital, general corporate purposes, and continued research and development ("R&D"). Specifically with regard to its focused R&D work, the Company intends to use these funds to generate differentiated data on the novel ADC payload that highlights its unique action against cancer and builds on new data being presented at the upcoming Society for Immunotherapy Cancer Society Annual Meeting in early November.
The ADSs (but not the warrants issued in the private placement or the ADSs underlying such warrants) are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-289056) originally filed with the U.S. Securities and Exchange Commission (the "SEC") on July 29, 2025 and declared effective by the SEC on July 31, 2025. The ADSs to be issued in the registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to, and describing the terms of, the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the registered direct offering, when available, may also be obtained by contacting Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New York, NY 10019, by phone at (212) 409-2000, or by email at [email protected].
The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the ADSs underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying ADSs may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
(Press release, Akari Therapeutics, OCT 15, 2025, View Source [SID1234656670])