Material Agreement (Form 8-K)

On October 14, 2025, Akari Therapeutics, Plc (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors providing for the issuance and sale, in a registered direct offering (the "Offering"), of 3,125,000 American Depositary Shares ("ADSs"), each representing 2,000 ordinary shares, par value $0.0001 per share ("Ordinary Shares"), of the Company. The ADSs have been offered and sold together with series E warrants to purchase up to an aggregate of 3,125,000 ADSs ("Series E Warrants") and series F warrants to purchase up to an aggregate of 3,125,000 ADSs ("Series F Warrants", and, with the Series E Warrants, the "Warrants"), which are being issued in a concurrent private placement. The combined purchase price per each ADS and accompanying Warrants sold in the Offering is $0.80. The aggregate gross proceeds from the Offering are expected to be approximately $2.5 million, excluding any proceeds from any future exercises of Warrants. The Offering is expected to close on or about October 16, 2025 (the "Closing Date"), subject to the satisfaction of customary closing conditions.

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 Series E Warrants have an exercise price of $0.98 per share, subject to customary adjustments as set forth therein, are exercisable commencing on the effective date (the "Shareholder Approval Date") of shareholder approval of the issuance of the ADSs issuable upon exercise of the Warrants (the "Shareholder Approval"), and will have a 5-year term from the Shareholder Approval Date. The Series F Warrants have an exercise price of $0.98 per share, subject to customary adjustments as set forth therein, are exercisable on the Shareholder Approval Date, and will have a thirty-month term from the Shareholder Approval Date. If at the time of exercise there is no effective registration statement registering the ADSs underlying the Warrants, the Warrants may be exercised on a cashless basis. The Company has agreed to file a registration statement registering for resale the ADSs issuable upon exercise of the Warrants and the Placement Agent Warrants (defined below) within 30 days of the Closing Date.

The Company has agreed to call a meeting of its shareholders for the purpose of obtaining shareholder approval (the "Special Meeting") within sixty (60) days of the closing date of this transaction for the purpose of obtaining Shareholder Approval. If Shareholder Approval is not obtained at the Special Meeting, the Company shall call a meeting every forty (40) days thereafter to seek Shareholder Approval until Shareholder Approval is obtained or the Warrants are no longer outstanding.

A holder of the Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates or any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the holder's or any of the holder's affiliates), would beneficially own Ordinary Shares in excess of 4.99% (or 9.99% at the holder's election) of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise.

Under the Purchase Agreement, the Company has agreed not to (i) enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or ordinary share equivalents, or (ii) file any registration statement or amendment or supplement thereto, for a period of 30 days following the closing of the Offering, subject to certain customary exceptions. In addition, the Purchase Agreement provides that for a period of one year following the closing of the Offering, the Company will not effect or enter into an agreement to effect a "variable rate transaction" as defined in the Purchase Agreement, subject to certain customary exceptions.

The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The Company also entered into a placement agency agreement (the "Placement Agent Agreement") with Ladenburg Thalmann & Co. Inc. (the "Placement Agent"), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company in connection with the Offering. The Company agreed to pay the Placement Agent a placement agent fee equal to 7.2% of the gross proceeds from the sale of the securities in the Offering, a management fee equal to 0.5% of the gross proceeds from the sale of the securities in the Offering and a non-accountable expense allowance of up to $75,000. The Placement Agent or its designees will also receive warrants (the "Placement Agent Warrants") on substantially the same terms as the Series E Warrants in an amount equal to 4.0% of the aggregate number of ADSs sold in the Offering, or Placement Agent warrants to purchase up to 125,000 ADSs, at an exercise price of $1.00 per share and will have a 5-year term from the commencement of sales of the Offering.