Akari Therapeutics plc

12/18/2025 | Press release | Distributed by Public on 12/18/2025 20:57

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Huh Hoyoung
2. Issuer Name and Ticker or Trading Symbol
Akari Therapeutics Plc [AKTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AKARI THERAPEUTICS PLC, 401 EAST JACKSON STREET, SUITE 3300
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
(Street)
TAMPA, FL 33602
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase American Depositary Shares ("ADRs")(1)(2) $0.3883 12/16/2025 P 618,658 (3) (3) American Depositary Shares representing Ordinary Shares 618,658 (4) 618,658 D
Pre-Funded Warrants to purchase ADRs(1)(2) $ 0 (7) 12/16/2025 P 618,658 (3) (3) American Depositary Shares representing Ordinary Shares 618,658 $0.4041(4) 618,658 D
Warrants to purchase ADRs(1)(5) $0.3883 12/16/2025 P 3,093,293 (6) (6) American Depositary Shares representing Ordinary Shares 3,093,293 (5) 3,093,293 D
Pre-Funded Warrants to purchase ADRs(1)(5) $ 0 (7) 12/16/2025 P 3,093,293 (6) (6) American Depositary Shares representing Ordinary Shares 3,093,293 $0.4041(5) 3,093,293 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Huh Hoyoung
C/O AKARI THERAPEUTICS PLC
401 EAST JACKSON STREET, SUITE 3300
TAMPA, FL 33602
X X

Signatures

/s/ Abizer Gaslightwala, as Attorney-in-Fact 12/18/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each American Depositary Share ("ADS") represents 2,000 Ordinary Shares with a par value of $0.000000005 per Ordinary Share of the Issuer.
(2) On December 16, 2025, the Reporting Person acquired (i) unregistered pre-funded warrants to purchase up to 618,658 ADSs (the "PIPE PFWs" and ) and (ii) accompanying Series G Warrants to purchase up to 618,658 ADSs (the "Series G Warrants"), at a combined purchase price of $0.4041 per PIPE PFW and Series G Warrant in a private placement transaction pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended.
(3) The Series G Warrants and the PIPE PFWs shall be exercisable upon shareholder approval, with the Series G Warrants having a five-year term from such approval, and the PIPE PFWs remaining exercisable until fully exercised.
(4) The combined purchase price per one PIPE PFW and accompanying PIPE Series G Warrant was $0.4041.
(5) On December 16, 2025, the Reporting Person and the Issuer entered into a note cancellation and exchange agreement, pursuant to which, in exchange for the entire outstanding principal amount and all accrued interest on the Issuer's unsecured promissory note held by the Reporting Person, the Issuer issued to the Reporting Person (i) unregistered pre-funded warrants (the "Note Exchange Unregistered Pre-Funded Warrants") to purchase up to 3,093,293 ADSs, at a purchase price of $0.4041 per Note Exchange Unregistered Pre-Funded Warrant, and (ii) unregistered warrants to purchase up to 3,219,160 ADSs (the "Note Exchange Unregistered Warrants").
(6) The Note Exchange Unregistered Warrants and the Note Exchange Unregistered Pre-Funded Warrants shall be exercisable upon shareholder approval, with the Note Exchange Unregistered Warrants having a five-year term from such approval, and the Note Exchange Unregistered Pre-Funded Warrants remaining exercisable until fully exercised.
(7) Conversion Exercise Price of Security is $0.00001

Remarks:
See Exhibit 24 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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