Group 1: Proposed Mergers - Vivakor is set to merge with Empire Diversified Energy, acquiring all outstanding shares for a net consideration of 67,200,000 shares of Vivakor common stock [1] - Hess Corporation will be acquired by Chevron, with Hess shareholders entitled to receive 1.0250 shares of Chevron's common stock per share [1] - Superior Drilling will be acquired by Drilling Tools International for approximately $32.2 million in cash and stock [2] - Akari is combining with Peak Bio, with Akari shareholders expected to own approximately 50% of the combined company [2] Group 2: Shareholder Involvement - Kuehn Law emphasizes the importance of shareholder participation in ensuring the integrity and fairness of financial markets [3] - Shareholders are encouraged to act promptly as legal rights may be time-sensitive [4] - Kuehn Law offers to cover all case costs and does not charge its investor clients [4]

Table of Contents Exhibit 99.1 AKARI THERAPEUTICS, PLC For The Six Month Period Ended June 30, 2023 TABLE OF CONTENTS Condensed Consolidated Financial Statements (Unaudited) | Page | | | --- | --- | | Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 | 2 | | Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, | | | 2023 and 2022 | 3 | | Condensed Consolidated Statements of Changes in Shareholders' Equity for the Six Months En ...

PART I [Key Information](index=7&type=section&id=Item%203.%20KEY%20INFORMATION) Akari Therapeutics faces significant financial and operational risks, including recurring losses, going concern doubts, and reliance on nomacopan [Risk Factors](index=7&type=section&id=D.%20Risk%20Factors) The company faces substantial financial, operational, and clinical risks, with recurring losses and auditor's doubt about its going concern ability - The company has a history of operating losses, with a net loss of **$17.7 million** in 2022 and an accumulated deficit of **$217.5 million** as of December 31, 2022[53](index=53&type=chunk) - The auditor's report on the 2022 consolidated financial statements includes an explanatory paragraph raising substantial doubt about the company's ability to continue as a going concern due to recurring losses and the need for additional financing[56](index=56&type=chunk) - The company's business is critically dependent on the success of its sole product candidate, nomacopan, which is still in development and faces numerous clinical and regulatory risks[63](index=63&type=chunk) - Akari may be involuntarily delisted from the Nasdaq Capital Market for failing to meet the minimum bid price and shareholders' equity requirements, which could reduce liquidity and hinder capital raising[162](index=162&type=chunk) [Information on the Company](index=42&type=section&id=Item%204.%20INFORMATION%20ON%20THE%20COMPANY) Akari Therapeutics is a clinical-stage biotech company developing nomacopan for autoimmune and inflammatory diseases, relying on third-party manufacturers and holding a patent portfolio [History and Development of the Company](index=42&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Akari Therapeutics, Plc, established in 2004, shifted focus to rare autoimmune diseases after acquiring Volution Immuno Pharmaceuticals SA in 2015, with ADSs listed on Nasdaq - The company was originally established in 2004 and changed its name to Akari Therapeutics, Plc in 2015 following the acquisition of Volution Immuno Pharmaceuticals SA[195](index=195&type=chunk)[196](index=196&type=chunk) - The acquisition of Volution shifted the company's focus to the development of treatments for rare and orphan autoimmune and inflammatory diseases related to complement C5 dysregulation[196](index=196&type=chunk) - The company's American Depositary Shares (ADSs) are listed on the Nasdaq Capital Market under the symbol "AKTX", with each ADS representing one hundred ordinary shares[197](index=197&type=chunk) [Business Overview](index=43&type=section&id=B.%20Business%20Overview) Akari is a clinical-stage biotech company focused on nomacopan for pediatric HSCT-TMA and preclinical GA, having deprioritized other programs and relying on third-party manufacturing - The lead product candidate, nomacopan, is a second-generation complement inhibitor that acts on complement component-C5 and also inhibits leukotriene B4 (LTB4) activity[202](index=202&type=chunk) - The company's primary clinical target is pediatric HSCT-TMA, with a pivotal Part B Phase 3 trial expected to begin enrollment by the end of 2023[207](index=207&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - A long-acting version, PAS-nomacopan, is in preclinical development for geographic atrophy (GA), with an IND submission to the FDA planned for the first half of 2024[226](index=226&type=chunk) - In 2022, the company discontinued its clinical program for nomacopan in bullous pemphigoid (BP) to prioritize the HSCT-TMA and GA programs, citing development timelines and costs[228](index=228&type=chunk)[229](index=229&type=chunk) - Nomacopan has received Orphan Drug, Fast Track, and Rare Pediatric Disease designations from the FDA for various indications, which may provide benefits like market exclusivity and expedited review[204](index=204&type=chunk)[206](index=206&type=chunk) [Organizational Structure](index=74&type=section&id=C.%20Organizational%20Structure) Akari Therapeutics, Plc operates through four wholly-owned subsidiaries, primarily engaged in research and development, with one inactive Corporate Subsidiaries | Name of Subsidiary | Jurisdiction | Activity | Holding | | :--- | :--- | :--- | :--- | | Volution Immuno Pharmaceuticals SA | Switzerland | Research & Development | 100% | | Celsus Therapeutics Inc. | Delaware, USA | Research & Development | 100% | | Morria Biopharma Ltd | Israel | Inactive | 100% | | Akari Malta Limited | Malta | Research & Development | 100% | [Property, Plant and Equipment](index=74&type=section&id=D.%20Property,%20Plant%20and%20Equipment) Akari Therapeutics does not own property, leasing office spaces in New York for approximately $3,000 and London for approximately $12,200 monthly on a short-term basis - Akari Therapeutics does not own any property and leases all its office spaces[372](index=372&type=chunk) Monthly Office Lease Expenses | Location | Monthly Rent (approx.) | | :--- | :--- | | New York, NY | $3,000 | | London, England | $12,200 | [Operating and Financial Review and Prospects](index=74&type=section&id=Item%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Akari Therapeutics reported a **$17.7 million** net loss in 2022, driven by increased operating expenses, with its precarious financial position and auditor's going concern warning [Operating Results](index=74&type=section&id=A.%20Operating%20Results) In 2022, R&D expenses rose **5%** to **$9.6 million**, while G&A expenses surged **67%** to **$13.5 million** due to executive compensation and financing costs, partially offset by a **$5.3 million** non-cash gain from warrant liabilities Comparison of Operating Expenses (2022 vs. 2021) | Expense Category | 2022 (in millions) | 2021 (in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Research & Development | $9.6 | $9.1 | +5% | | General & Administrative | $13.5 | $8.1 | +67% | - The **67%** increase in G&A expenses in 2022 was primarily driven by **$2.4 million** in payroll and stock compensation for new executives and severance, **$1.7 million** in expensed issuance costs from the September 2022 offering, and **$0.7 million** in higher consulting fees[387](index=387&type=chunk) - Other income was approximately **$5.3 million** in 2022, a significant shift from an expense of $210,000 in 2021, primarily due to a **$6.9 million** non-cash gain from the decrease in the fair value of warrant liabilities issued in September 2022[388](index=388&type=chunk) [Liquidity and Capital Resources](index=76&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) As of December 31, 2022, Akari had **$13.2 million** cash and a **$217.5 million** accumulated deficit, with management expecting funds to last only through October 2023, raising substantial doubt about its going concern ability - As of December 31, 2022, the company had **$13.2 million** in cash and an accumulated deficit of **$217.5 million**[390](index=390&type=chunk) - Management expects existing cash, including proceeds from a March 2023 offering, will only be sufficient to fund operations through October 2023, raising substantial doubt about its ability to continue as a going concern[398](index=398&type=chunk)[399](index=399&type=chunk) Cash Flow Summary (2022 vs. 2021) | Cash Flow Activity | 2022 (in millions) | 2021 (in millions) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(21.5) | $(18.8) | | Net Cash Provided by Financing Activities | $25.3 | $14.3 | - The company raised gross proceeds of approximately **$12.8 million** in a registered direct offering in September 2022 and an additional **$4.0 million** in March 2023 to fund operations[391](index=391&type=chunk)[392](index=392&type=chunk) [Research and Development, Patents and Licenses](index=79&type=section&id=C.%20Research%20and%20Development,%20Patents%20and%20Licenses) R&D expenses were **$9.6 million** in 2022, primarily for the nomacopan program and clinical trials, involving payments to third-party organizations for manufacturing and research activities Research and Development Expenses (in thousands) | Category | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Direct Expenses:** | | | | | Nomacopan | $3,912 | $3,970 | $4,363 | | Clinical trials | $4,414 | $4,517 | $4,281 | | **Indirect Expenses:** | | | | | Staffing | $2,086 | $2,267 | $2,348 | | Tax credits | $(2,318) | $(3,067) | $(3,372) | | **Total R&D** | **$9,561** | **$9,133** | **$8,820** | [Critical Accounting Estimates](index=80&type=section&id=E.%20Critical%20Accounting%20Estimates) Critical accounting estimates include share-based compensation valued by Black-Scholes and warrants classified as liabilities due to terms preventing equity indexing, requiring fair value remeasurement - Share-based compensation is a critical estimate, with option values determined by the Black-Scholes model using subjective assumptions like expected stock price volatility and option term[415](index=415&type=chunk)[417](index=417&type=chunk) - Warrants issued in September 2022 are classified as liabilities and remeasured to fair value at each reporting date because their terms, specifically volatility inputs, prevent them from being considered indexed to the company's own stock[418](index=418&type=chunk)[419](index=419&type=chunk) - Warrants issued in offerings prior to September 2022 (specifically in March 2022 and December 2021) were classified as equity, as they met the necessary criteria at the time of issuance[421](index=421&type=chunk)[422](index=422&type=chunk) [Directors, Senior Management and Employees](index=83&type=section&id=Item%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's seven-member board, executive compensation, including significant 2022 leadership changes, and its 15 full-time employees [Directors and Senior Management](index=83&type=section&id=A.%20Directors%20and%20Senior%20Management) The company's leadership includes a seven-member board with staggered terms and a senior management team featuring key appointments in 2022, including CEO Rachelle Jacques - Rachelle Jacques was appointed President and Chief Executive Officer in March 2022, bringing experience from Enzyvant Therapeutics and Alexion Pharmaceuticals[436](index=436&type=chunk) - Dr. Ray Prudo, a founder of a predecessor company, transitioned from Executive Chairman to Chairman of the Board effective January 1, 2023[429](index=429&type=chunk)[437](index=437&type=chunk) - The company made several key leadership appointments in 2022, including a new CEO, COO, and CMO, strengthening its executive team[436](index=436&type=chunk)[439](index=439&type=chunk)[441](index=441&type=chunk) [Compensation](index=86&type=section&id=B.%20Compensation) Executive compensation for 2022 included approximately **$3.6 million** for CEO Rachelle Jacques and over **$1 million** for former CEO Clive Richardson, with non-employee directors receiving annual cash retainers and stock options 2022 Executive Compensation Summary | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp. ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Ray Prudo, Former Exec. Chairman | 2022 | 412,000 | 206,000 | — | — | — | 618,000 | | Rachelle Jacques, President & CEO | 2022 | 458,333 | 875,000 | 253,410 | 1,965,991 | 49,865 | 3,602,600 | | Clive Richardson, Former CEO & COO | 2022 | 118,195 | 657,764 | — | — | 317,175 | 1,093,134 | | Torsten Hombeck, CFO | 2022 | 300,150 | 72,036 | — | 32,448 | 44,111 | 448,744 | - Non-employee directors received an annual retainer of **$39,338** in 2022, plus additional fees for committee service and an annual stock option grant[472](index=472&type=chunk) [Board Practices](index=94&type=section&id=C.%20Board%20Practices) The board is classified with staggered terms and has independent audit, compensation, and nominating committees, with the company following English corporate law as a foreign private issuer - The board is classified into three groups (Class A, B, C) with staggered terms, ensuring continuity but potentially delaying changes in control[479](index=479&type=chunk) - The Audit, Compensation, and Nominating committees are composed entirely of independent directors[481](index=481&type=chunk)[482](index=482&type=chunk)[483](index=483&type=chunk) - As a foreign private issuer, Akari follows English corporate law for certain governance matters instead of Nasdaq listing requirements[480](index=480&type=chunk) [Employees](index=94&type=section&id=D.%20Employees) As of December 31, 2022, Akari Therapeutics had **15** full-time employees, split between R&D and management, across England and the United States Employee Distribution as of Dec 31, 2022 | Category | Number of Employees | | :--- | :--- | | Total Full-Time | 15 | | Research & Development | 7 | | Management, Admin & Finance | 8 | | **Location** | | | England | 7 | | United States | 8 | [Major Shareholders and Related Party Transactions](index=96&type=section&id=Item%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) As of March 31, 2023, directors and executive officers owned **24.7%** of shares, with Chairman Dr. Ray Prudo holding **21.8%**, and related party transactions involving TDL and insider financing participation [Major Shareholders](index=96&type=section&id=A.%20Major%20Shareholders) As of March 31, 2023, directors and executive officers collectively owned **24.7%** of shares, with Chairman Dr. Ray Prudo as the largest insider holder at **21.8%**, and Deutsche Bank holding **99.9%** for ADS holders Beneficial Ownership as of March 31, 2023 | Shareholder | Percentage Owned | | :--- | :--- | | Ray Prudo (Chairman) | 21.8% | | All directors and officers as a group | 24.7% | | RPC Pharma Limited | 8.0% | | PranaBio Investments, LLC | 9.9% | - Deutsche Bank Trust Company Americas, as the depositary for the ADR program, held **99.9%** of the issued share capital on behalf of ADS holders as of March 31, 2023[512](index=512&type=chunk) [Related Party Transactions](index=101&type=section&id=B.%20Related%20Party%20Transactions) The company leases its UK office and procures laboratory services from The Doctors Laboratory (TDL), a related party, and insiders participated in recent financing rounds - The company leases its UK office and procures laboratory testing services from The Doctors Laboratory (TDL), where Director David Byrne is the CEO of TDL, and Chairman Ray Prudo is the Chairman of TDL's board[517](index=517&type=chunk)[518](index=518&type=chunk) Expenses Incurred with TDL (2022) | Service | Expense (approx.) | | :--- | :--- | | Office Lease | $129,000 | | Laboratory Testing | $89,000 | - Chairman Ray Prudo and other insiders participated significantly in the company's financing activities in 2022 and 2023, purchasing shares in the March 2022, September 2022, and March 2023 offerings[522](index=522&type=chunk)[523](index=523&type=chunk) [Financial Information](index=103&type=section&id=Item%208.%20FINANCIAL%20INFORMATION) The full consolidated financial statements, prepared under U.S. GAAP, are in Item 18, with the company having no material legal proceedings and no plans for future cash dividends - The company's full financial statements are prepared in accordance with United States GAAP and are located in Item 18 of the report[525](index=525&type=chunk) - The company does not anticipate declaring or paying any cash dividends in the foreseeable future, retaining earnings for business development and expansion[527](index=527&type=chunk) [Additional Information](index=104&type=section&id=Item%2010.%20ADDITIONAL%20INFORMATION) This section outlines the company's corporate governance under English law, detailing shareholder rights, director duties, and differences from Delaware law, alongside its subjection to the UK City Code on Takeovers and Mergers [Memorandum and Articles of Association](index=104&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) The company's governance under English law includes classified board terms, a **75%** special resolution vote, and subjection to the UK City Code on Takeovers and Mergers, with differences from Delaware law - Shareholders are entitled to **one vote per ordinary share**; a special resolution, required for actions like changing the Articles of Association, requires a **75% majority vote**[542](index=542&type=chunk)[566](index=566&type=chunk) - The company's board of directors is classified into three groups with staggered terms, which can delay a change in control[543](index=543&type=chunk)[570](index=570&type=chunk) - The company believes it is subject to the UK City Code on Takeovers and Mergers, which imposes strict rules on potential acquirers, including a mandatory cash offer requirement if an acquirer's stake reaches **30% of voting rights**[571](index=571&type=chunk)[613](index=613&type=chunk) - Under English law, directors can be removed by an ordinary shareholder resolution (simple majority), which differs from the 'for cause' requirement for classified boards under Delaware law[575](index=575&type=chunk) [Taxation](index=122&type=section&id=E.%20Taxation) This section details UK and U.S. tax implications for U.S. ADS holders, noting no UK dividend withholding tax but potential adverse PFIC consequences for 2022 - Under current UK tax law, no tax is withheld at the source from cash dividends paid to U.S. resident holders[627](index=627&type=chunk) - The company may have been a Passive Foreign Investment Company (PFIC) for 2022; if classified as a PFIC, U.S. Holders could face adverse tax consequences, such as gains being taxed as ordinary income and an interest charge on deemed deferred tax[648](index=648&type=chunk)[649](index=649&type=chunk) - Dividends paid to non-corporate U.S. Holders are expected to be treated as "qualified dividends" taxable at a maximum rate of **20%**, provided the company is not a PFIC[641](index=641&type=chunk) [Quantitative and Qualitative Disclosures About Risk](index=129&type=section&id=Item%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20RISK) The company faces foreign currency exchange risk due to international operations but no significant interest rate risk as it has no debt and does not use hedging instruments - The company's operating results are subject to foreign currency exchange risk due to operations in the UK and Europe, with results translated into U.S. dollars for reporting[667](index=667&type=chunk) - The company has no short-term or long-term debt, so it is not currently exposed to significant interest rate risk on liabilities[669](index=669&type=chunk) - Akari has not entered into any hedging instruments to mitigate currency or interest rate risks[668](index=668&type=chunk)[669](index=669&type=chunk) [Controls and Procedures](index=133&type=section&id=Item%2015.%20CONTROLS%20AND%20PROCEDURES) As of December 31, 2022, management concluded that both disclosure controls and internal control over financial reporting were effective, with no material changes identified - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[687](index=687&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022, based on the COSO 2013 framework[689](index=689&type=chunk) - The report does not include an attestation report from the registered public accounting firm on internal controls, as the company is not an accelerated filer[689](index=689&type=chunk) PART III [Financial Statements](index=135&type=section&id=Item%2018.%20FINANCIAL%20STATEMENTS) The consolidated financial statements as of December 31, 2022, show recurring losses, a net capital deficiency, and an auditor's going concern warning, with key figures including **$13.2 million** cash and a **$17.7 million** net loss [Report of Independent Registered Public Accounting Firm](index=142&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report confirms fair financial presentation but includes a 'Going Concern Uncertainty' due to recurring losses and a critical audit matter regarding warrant classification - The auditor's report contains a paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to recurring losses from operations and a net capital deficiency[718](index=718&type=chunk) - A critical audit matter was the evaluation of the financial statement classification for warrants issued in December 2021 and September 2022, due to accounting complexities in the warrant agreements[724](index=724&type=chunk) [Consolidated Balance Sheets](index=144&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2022, total assets were **$13.8 million**, liabilities increased to **$12.0 million** due to a **$7.9 million** warrant liability, and shareholders' equity decreased to **$1.8 million** Consolidated Balance Sheet Highlights (as of Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Cash | $13,249,945 | $9,361,270 | | Total Assets | $13,831,612 | $11,648,028 | | Warrant liability | $7,852,000 | $0 | | Total Liabilities | $12,040,866 | $6,093,446 | | Total Shareholders' Equity | $1,790,746 | $5,554,582 | [Consolidated Statements of Operations and Comprehensive Loss](index=145&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For 2022, the net loss was **$17.7 million**, driven by increased operating expenses, particularly G&A, partially offset by a non-cash gain on warrant liabilities Statement of Operations Highlights (Year Ended Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Research and development expenses | $9,560,897 | $9,133,455 | | General and administrative expenses | $13,527,311 | $8,080,681 | | Loss from operations | $(23,088,208) | $(17,214,136) | | Total other income (expense) | $5,340,146 | $(210,101) | | **Net loss** | **$(17,748,062)** | **$(17,424,237)** | [Consolidated Statements of Cash Flows](index=147&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In 2022, net cash used in operating activities was **$21.5 million**, offset by **$25.3 million** from financing, resulting in a **$3.9 million** cash increase and a year-end balance of **$13.2 million** Cash Flow Summary (Year Ended Dec 31) | Category | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(21,504,522) | $(18,846,528) | | Net cash provided by financing activities | $25,288,109 | $14,292,753 | | Net increase (decrease) in cash | $3,888,675 | $(4,694,507) | | **Cash, end of period** | **$13,249,945** | **$9,361,270** |

[Securities Purchase Agreement](index=1&type=section&id=Securities%20Purchase%20Agreement) [Agreement Parties and Date](index=1&type=section&id=Agreement%20Parties%20and%20Date) This agreement, dated March 30, 2023, outlines the terms for Akari Therapeutics, Plc to issue and sell securities Agreement Details | Item | Detail | | :--- | :--- | | **Agreement Date** | March 30, 2023 | | **Company** | Akari Therapeutics, Plc | | **Parties** | The Company and each purchaser identified on the signature pages | | **Purpose** | To issue and sell securities of the Company to the Purchasers | [ARTICLE I. DEFINITIONS](index=1&type=section&id=ARTICLE%20I.%20DEFINITIONS) [Definitions](index=1&type=section&id=1.1%20Definitions) This section defines key terms like American Depositary Shares, purchase price, and transaction-related terminology - Each American Depositary Share (ADS) represents **100 Ordinary Shares** of the Company[6](index=6&type=chunk)[26](index=26&type=chunk) - The purchase price is defined as **$0.15 per Placed ADS**, subject to adjustments for stock splits and similar transactions[28](index=28&type=chunk) - The securities being sold under this agreement are referred to as "Placed ADSs" and the underlying "Placed Shares"[30](index=30&type=chunk)[33](index=33&type=chunk)[39](index=39&type=chunk) - The transaction is conducted under an effective shelf registration statement on **Form F-3 (Registration No. 333-251673)**[35](index=35&type=chunk) [ARTICLE II. PURCHASE AND SALE](index=5&type=section&id=ARTICLE%20II.%20PURCHASE%20AND%20SALE) [Closing](index=5&type=section&id=2.1%20Closing) The Company agrees to sell up to **$3.5 million** of ADSs to Purchasers via Delivery Versus Payment (DVP) settlement Offering Details | Term | Details | | :--- | :--- | | **Aggregate Offering Size** | Up to $3.5 million | | **Security** | American Depositary Shares (ADSs) | | **Settlement Method** | Delivery Versus Payment (DVP) | [Deliveries](index=5&type=section&id=2.2%20Deliveries) The Company delivers executed agreements and ADSs via DWAC, while Purchasers deliver executed agreements and subscription amounts - The Company is required to deliver executed agreements, legal opinions from both UK and US counsel, and irrevocable instructions to the Depositary to deliver the ADSs via DWAC[46](index=46&type=chunk)[48](index=48&type=chunk) - Each Purchaser is required to deliver the duly executed agreement and their Subscription Amount for DVP settlement[48](index=48&type=chunk) [Closing Conditions](index=6&type=section&id=2.3%20Closing%20Conditions) Closing is contingent on accurate representations, fulfilled obligations, no Material Adverse Effect, and no trading suspension - The Purchasers' obligation to close is conditional upon the absence of any **Material Adverse Effect** on the Company since the agreement date[51](index=51&type=chunk) - Another key condition for the Purchasers is that trading in the ADSs and Ordinary Shares has not been **suspended** by the SEC or the principal Trading Market[51](index=51&type=chunk) [ARTICLE III. REPRESENTATIONS AND WARRANTIES](index=7&type=section&id=ARTICLE%20III.%20REPRESENTATIONS%20AND%20WARRANTIES) [Representations and Warranties of the Company](index=7&type=section&id=3.1%20Representations%20and%20Warranties%20of%20the%20Company) The Company warrants its legal status, valid securities issuance, accurate SEC filings, and compliance with regulations - The Company confirms that the securities, when issued and paid for, will be **duly authorized, validly issued, fully paid, and non-assessable**[60](index=60&type=chunk) - The Company represents that its SEC Reports were filed on time, complied with regulations, and did not contain any **untrue statements of a material fact**[65](index=65&type=chunk) - The Company warrants that since its latest audited financial statements, there has been no event that could reasonably be expected to result in a **Material Adverse Effect**[66](index=66&type=chunk) - The Company confirms it is in compliance with all applicable requirements of the **Sarbanes-Oxley Act of 2002** and maintains sufficient internal accounting controls[79](index=79&type=chunk) - The Company represents that it is not an "investment company" under the **Investment Company Act of 1940**[81](index=81&type=chunk) [Representations and Warranties of the Purchasers](index=21&type=section&id=3.2%20Representations%20and%20Warranties%20of%20the%20Purchasers) Purchasers confirm their authority, accredited investor status, understanding of risks, and intent to acquire for their own account - Each Purchaser confirms they are an "**accredited investor**" as defined in Rule 501(a) of Regulation D or a "**qualified institutional buyer**" under Rule 144A[110](index=110&type=chunk) - Purchasers represent they are acquiring the securities **for their own account** and **not with a view to distribute them** in violation of securities laws[108](index=108&type=chunk) - Each Purchaser confirms they have sufficient knowledge and experience to evaluate the merits and risks of the investment and can bear the economic risk of a **complete loss**[111](index=111&type=chunk) - Purchasers warrant that they have not executed any **Short Sales** of the Company's securities during the **60 days prior** to the execution of the agreement[114](index=114&type=chunk) [ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES](index=24&type=section&id=ARTICLE%20IV.%20OTHER%20AGREEMENTS%20OF%20THE%20PARTIES) [Covenants of the Company and Purchasers](index=24&type=section&id=Covenants%20of%20the%20Company%20and%20Purchasers) The Company covenants timely SEC filings, public disclosure, and proceeds use, while Purchasers agree to confidentiality and no pre-disclosure trading - The Company is required to issue a **press release** and file a Report on **Form 6-K** to disclose the material terms of the transaction by the Disclosure Time[122](index=122&type=chunk) - The Company agrees to use the net proceeds from the sale for **working capital purposes** and is restricted from using them to repay debt (other than trade payables), redeem shares, or settle litigation[126](index=126&type=chunk) - The Company will **indemnify** and hold each Purchaser harmless from losses arising from any breach of its representations, warranties, or covenants in the agreement[127](index=127&type=chunk) - The Company agrees to use commercially reasonable efforts to **maintain the listing** of the ADSs on its current Trading Market[129](index=129&type=chunk) - Each Purchaser covenants **not to execute any purchases or sales** of the Company's securities between the execution of the agreement and the public announcement of the transaction[131](index=131&type=chunk) [ARTICLE V. MISCELLANEOUS](index=27&type=section&id=ARTICLE%20V.%20MISCELLANEOUS) [Miscellaneous Provisions](index=27&type=section&id=Miscellaneous%20Provisions) This article covers termination, fee allocation, New York governing law, several obligations, and jury trial waiver - The agreement may be terminated by any Purchaser if the Closing has not occurred on or before the **fifth Trading Day** following the agreement date[133](index=133&type=chunk) - Each party is responsible for its **own fees and expenses** The Company is responsible for Depositary fees and stamp taxes related to the delivery of ADSs[134](index=134&type=chunk) - The agreement is governed by the internal laws of the **State of New York**, and legal proceedings are to be commenced exclusively in the state and federal courts in New York City[142](index=142&type=chunk) - The obligations of each Purchaser are **several and not joint**, meaning no Purchaser is responsible for the performance of any other Purchaser[152](index=152&type=chunk) - All parties knowingly and irrevocably **waive the right to a trial by jury** in any action, suit, or proceeding related to the agreement[155](index=155&type=chunk) [Signature Pages](index=32&type=section&id=Signature%20Pages) [Execution of Agreement](index=32&type=section&id=Execution%20of%20Agreement) This section contains signature blocks for the Company and Purchasers, including subscription amounts and delivery instructions - Provides the formal signature pages for Akari Therapeutics, Plc and each Purchaser to execute the agreement[156](index=156&type=chunk)[157](index=157&type=chunk) - The Purchaser's signature page requires the specification of the **Subscription Amount** and the **number of ADSs** to be purchased, along with DWAC instructions for delivery[158](index=158&type=chunk)

Financial Performance - The net loss for the three months ended June 30, 2022, was $5,679,978, compared to a net loss of $4,346,335 for the same period in 2021, indicating a 30.6% increase in losses[8] - For the six months ended June 30, 2022, the company reported a net loss of $10,856,373, compared to a net loss of $10,184,836 for the same period in 2021[16] - The total comprehensive loss for the six months ended June 30, 2022, was $10,936,963, compared to $9,956,857 for the same period in 2021, reflecting an increase of 9.8%[8] - The company expects to continue incurring substantial losses over the next several years during its development phase[22] Assets and Liabilities - Total current assets as of June 30, 2022, were $11,352,247, a slight decrease from $11,625,099 as of December 31, 2021[6] - Total liabilities decreased to $3,045,311 as of June 30, 2022, from $6,093,446 as of December 31, 2021, a reduction of 50%[6] - Shareholders' equity increased to $8,325,780 as of June 30, 2022, from $5,554,582 as of December 31, 2021, marking a 49.8% increase[6] - Cash and cash equivalents as of June 30, 2022, were $8,151,177, down from $9,361,270 as of December 31, 2021, a decrease of 12.9%[6] - As of June 30, 2022, the company had cash of $8,151,177, a decrease from $14,055,777 at the end of June 2021[16] Research and Development - Research and development expenses for the three months ended June 30, 2022, were $2,851,108, up from $2,183,349 for the same period in 2021, representing a 30.6% increase[8] - For the first half of 2022, research and development expenses totaled $4,990,715, a decrease of 12.6% from $5,712,733 in the same period of 2021[36] - The company is focused on developing advanced therapies for autoimmune and inflammatory diseases involving the complement (C5) and leukotriene (LTB4) pathways[18] Financing Activities - The company raised $12,366,469 from the issuance of shares during the six months ended June 30, 2022, compared to $1,993,529 in the same period of 2021[16] - The company issued 1,175,185,200 shares related to financing, resulting in additional paid-in capital of $13,368,950[10] - Approximately $22,000,000 remains available under the securities purchase agreement with Aspire Capital, which allows for the purchase of up to $30,000,000 of the company's ADSs[20] - The Company entered into a Purchase Agreement with Aspire Capital to purchase up to $30 million of the Company's ADS over a 30-month period[50] Stock-Based Compensation - The company recorded approximately $221,692 in stock-based compensation expenses for employees and directors during the six months ended June 30, 2022, compared to $166,994 for the same period in 2021, representing a year-over-year increase of 32.6%[80] - The expected volatility for options granted during the six months ended June 30, 2022, ranged from 72.8% to 90.4%[75] - The Company granted 253,134,400 options during the period ended June 30, 2022, with a weighted average exercise price of $0.01[70] Clinical Trials and Operations - The ongoing COVID-19 pandemic poses risks that could adversely impact the company's business operations and clinical trials[23] - The company announced on August 1, 2022, the discontinuation of the clinical program evaluating nomacopan in bullous pemphigoid and is reallocating resources to a Phase 3 clinical trial of nomacopan in severe pediatric HSCT-TMA[87] Tax and Compliance - The Company has recorded a full valuation allowance on its deferred tax assets as of June 30, 2022, indicating no expected realization of these assets[41] - The Company has no uncertain tax positions as of June 30, 2022, indicating a stable tax compliance status[42]

[Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Balance Sheets](index=2&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2021, Akari Therapeutics, Plc reported a significant decrease in total assets and cash compared to December 31, 2020, primarily driven by a reduction in cash. Total liabilities also decreased, while shareholders' equity saw a substantial decline Key Balance Sheet Metrics | Metric | March 31, 2021 (Unaudited) ($) | December 31, 2020 ($) | | :---------------------- | :------------------------- | :------------------ | | Cash | $6,668,325 | $14,055,777 | | Total Current Assets | $7,813,285 | $14,577,657 | | Total Assets | $7,839,745 | $14,604,807 | | Total Liabilities | $3,902,938 | $5,220,488 | | Total Shareholders' Equity | $3,936,807 | $9,384,319 | [Condensed Consolidated Statements of Comprehensive Loss](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) For the three months ended March 31, 2021, the company experienced an increased net loss and comprehensive loss compared to the same period in 2020, primarily due to higher research and development expenses and foreign currency exchange losses, alongside the absence of a gain from changes in fair value of warrant liabilities seen in the prior year Key Comprehensive Loss Metrics | Metric | Three Months Ended March 31, 2021 ($) | Three Months Ended March 31, 2020 ($) | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | | Research and development expenses | $3,529,384 | $2,732,165 | | General and administrative expenses | $2,019,286 | $2,194,809 | | Total Operating Expenses | $5,548,670 | $4,926,974 | | Net Loss | $(5,838,501) | $(3,745,407) | | Comprehensive Loss | $(5,532,404) | $(3,968,132) | | Loss per ordinary share (basic and diluted) | $(0.00) | $(0.00) | - Foreign currency exchange losses were **$(285,854)** for the three months ended March 31, 2021, compared to gains of **$233,404** in the prior year[9](index=9&type=chunk) - There was no gain from changes in fair value of warrant liabilities in Q1 2021, compared to a gain of **$949,456** in Q1 2020[9](index=9&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity%20(Deficit)) Shareholders' equity decreased significantly from December 31, 2020, to March 31, 2021, primarily due to the comprehensive loss incurred during the period, partially offset by stock-based compensation Shareholders' Equity Changes | Metric | December 31, 2020 ($) | March 31, 2021 ($) | | :----------------------------------- | :---------------- | :------------- | | Total Shareholders' Equity (beginning) | $9,384,319 | $9,384,319 | | Stock-based compensation | - | $84,892 | | Comprehensive income (loss) | - | $(5,532,404) | | Total Shareholders' Equity (ending) | $9,384,319 | $3,936,807 | - For the three months ended March 31, 2020, the company issued share capital related to financing, net of issuance costs, totaling **$7,128,619**[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The company experienced a net decrease in cash for the three months ended March 31, 2021, primarily driven by significant cash used in operating activities, with no cash provided by financing activities in the current period, contrasting with a substantial inflow from financing in the prior year Key Cash Flow Metrics | Metric | Three Months Ended March 31, 2021 ($) | Three Months Ended March 31, 2020 ($) | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net Cash Used in Operating Activities | $(7,418,172) | $(7,739,656) | | Net Cash Provided by Financing Activities | $- | $9,877,988 | | Net (Decrease) Increase in Cash | $(7,387,452) | $2,090,489 | | Cash, beginning of period | $14,055,777 | $5,731,691 | | Cash, end of period | $6,668,325 | $7,822,180 | [Notes to Condensed Consolidated Financial Statements – Unaudited](index=6&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%E2%80%93%20Unaudited) [NOTE 1 – Nature of Business](index=6&type=section&id=NOTE%201%20%E2%80%93%20Nature%20of%20Business) Akari Therapeutics, Plc is a clinical-stage biopharmaceutical company focused on developing treatments for autoinflammatory diseases. The company faces significant financial challenges, including an accumulated deficit and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern. Operations have also been adversely impacted by the COVID-19 pandemic, causing delays in clinical trials - Akari Therapeutics, Plc is a clinical-stage biopharmaceutical company developing treatments for autoinflammatory diseases involving the complement (C5) and leukotriene (LTB4) pathways[18](index=18&type=chunk) Financial Position Highlights | Metric | Amount (as of March 31, 2021) ($) | | :------------------------- | :---------------------------- | | Accumulated Deficit | $188,119,312 | | Cash | $6,668,325 | | Negative Operating Cash Flows | $7,418,172 | - The company has an agreement with Aspire Capital Fund, LLC to purchase up to **$30.0 million** of ADSs, with **$24,000,000** remaining available as of March 31, 2021[19](index=19&type=chunk) - Management believes current capital resources are sufficient only into September 2021, and the company plans to raise additional funds through equity, debt, or strategic partnerships[20](index=20&type=chunk) - The company's ability to continue as a going concern is in substantial doubt due to expected substantial losses and the need for significant operating and capital expenditures[22](index=22&type=chunk) - The COVID-19 pandemic has adversely impacted the company's business, causing disruptions and delays in research and development programs and clinical trials, including the halting of a Phase I/II trial and delay in a Phase III trial[23](index=23&type=chunk) [NOTE 2 – Summary of Significant Accounting Policies](index=7&type=section&id=NOTE%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note details the accounting principles and policies applied in the unaudited condensed consolidated financial statements, including the basis of presentation under U.S. GAAP, principles of consolidation, foreign currency translation, use of estimates, and specific accounting treatments for assets, expenses, and equity instruments. A key change noted is the reclassification of warrants from liabilities to shareholders' equity following a currency redenomination - The financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC rules, assuming the company will continue as a going concern[24](index=24&type=chunk) - The company's functional and reporting currency is U.S. dollars. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss[25](index=25&type=chunk)[26](index=26&type=chunk) - Warrants issued in 2019 and 2020 were initially accounted for as warrant liabilities. On December 8, 2020, due to a change in the nominal currency of ordinary shares from pounds sterling to U.S. dollars, these warrants were reclassified from liabilities to shareholders' equity[28](index=28&type=chunk) - Research and development expenses increased to **$3,529,384** for the three months ended March 31, 2021, from **$2,732,165** in the prior year period[39](index=39&type=chunk) - Stock-based compensation expense is recorded using the fair-value based method, with awards settled in ordinary shares classified as equity-classified awards[40](index=40&type=chunk) - The company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes, effective January 1, 2021, which did not have a material impact on the consolidated financial statements[49](index=49&type=chunk) [NOTE 3 – Fair Value Measurements](index=11&type=section&id=NOTE%203%20%E2%80%93%20Fair%20Value%20Measurements) This note explains the company's approach to fair value measurements, particularly for financial instruments like warrants. It details the issuance of warrants in 2019 and 2020 offerings and their subsequent reclassification from Level 3 liabilities to shareholders' equity following a currency redenomination in December 2020 - Fair value is measured using a three-tier hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[51](index=51&type=chunk) - In 2019, the company issued **1,361,842** unregistered warrants (2019 Warrants) in connection with a registered direct offering, exercisable at **$3.00** or **$2.85** per ADS[53](index=53&type=chunk) - In 2020, the company issued **3,259,759** unregistered warrants (2020 Warrants) in connection with private placements, exercisable at **$2.20** or **$2.55** per ADS[54](index=54&type=chunk)[56](index=56&type=chunk) - The Warrants were initially classified as Level 3 liabilities due to foreign currency considerations and re-measured at each reporting period. On December 8, 2020, following the redenomination of ordinary shares to U.S. dollars, the Warrants were reclassified to additional paid-in capital within Shareholders' Equity[58](index=58&type=chunk)[65](index=65&type=chunk) Fair Value of Warrants at Reclassification | Warrant Type | Fair Value at December 8, 2020 ($) | | :----------- | :----------------------------- | | 2019 Warrants | $882,237 | | 2020 Warrants | $2,317,316 | | Total | $3,199,553 | Changes in Fair Value of Liabilities Related to Warrants (Level 3) | Event | Fair Value of Liabilities Related to Warrants ($) | | :----------------------------------------------------------------- | :-------------------------------------------- | | Balance at December 31, 2019 | $1,014,868 | | Issuance of 2020 Paulson Warrants | $2,749,369 | | Reclassification of warrant liability to shareholders' equity upon exercise of 12,500 warrant ADSs | $(7,874) | | Change in fair value of liabilities related to warrants | $(556,810) | | Balance at December 8, 2020 | $3,199,553 | | Reclassification to Additional-Paid-In Capital (in) Shareholders' Equity | $(3,199,553) | | Balance at December 31, 2020 | $- | [NOTE 4 – Shareholders' Equity](index=15&type=section&id=NOTE%204%20%E2%80%93%20Shareholders%27%20Equity) This note details the company's equity financing activities, including the 2020 Purchase Agreement with Aspire Capital for up to $30 million in ADS sales, various private placements in 2019 and 2020 that issued ADSs and warrants, and the company's share option plan. It also notes the termination of a prior 2018 Purchase Agreement with Aspire Capital - The 2020 Purchase Agreement with Aspire Capital allows the company to sell up to **$30.0 million** of its ADSs over a 30-month period. As of March 31, 2021, **$24.0 million** remains available[66](index=66&type=chunk)[74](index=74&type=chunk) - In consideration for the 2020 Purchase Agreement, the company issued **40,760,900** ordinary shares (2020 Commitment Shares) with a fair value of approximately **$900,000**, recorded as general and administrative expenses[73](index=73&type=chunk) - During the three months ended March 31, 2021, the company did not sell any shares to Aspire Capital under the 2020 Purchase Agreement, compared to **$6,000,000** gross proceeds from sales in the twelve months ended December 31, 2020[74](index=74&type=chunk) - The 2020 Private Placements resulted in the issuance of **5,620,296** ADSs for approximately **$9.5 million** and **3,259,759** warrants[75](index=75&type=chunk) - The 2019 Registered Direct Offering generated approximately **$4.5 million** in gross proceeds from the sale of **2,368,392** ADSs and the issuance of **1,361,842** warrants[76](index=76&type=chunk)[77](index=77&type=chunk) Summary of Warrants Outstanding | Description | Exercise Price ($) | Balance March 31, 2021 (Number) | | :---------------------- | :------------- | :--------------------- | | 2019 Investor Warrants | $3.00 | 1,184,213 | | 2019 Placement Warrants | $2.85 | 177,629 | | 2020 Investor Warrants | $2.20 | 2,797,636 | | 2020 Placement Warrants | $2.55 | 449,623 | | Total | | 4,609,101 | - The 2018 Purchase Agreement with Aspire Capital, which allowed for sales of up to **$20.0 million** of ADSs, was terminated on June 30, 2020[84](index=84&type=chunk) - Under the 2014 Equity Incentive Plan, **229,098,427** ordinary shares were available for future issuance as of March 31, 2021[85](index=85&type=chunk) Share Option Activity (Employees and Directors) for Three Months Ended March 31, 2021 | Metric | Number of Shares | Weighted Average Exercise Price ($) | | :-------------------------------------- | :--------------- | :------------------------------ | | Options outstanding as of January 1, 2021 | 112,649,035 | $0.09 | | Granted | 3,000,000 | $0.02 | | Options outstanding at March 31, 2021 | 115,649,035 | $0.09 | | Exercisable options at March 31, 2021 | 78,317,785 | $0.12 | - Stock-based compensation expenses for employees and directors were approximately **$84,892** for the three months ended March 31, 2021, and **$100,504** for the same period in 2020[94](index=94&type=chunk) [NOTE 5 – Related Party Transactions](index=22&type=section&id=NOTE%205%20%E2%80%93%20Related%20Party%20Transactions) The company engaged in related party transactions, including office leases and laboratory testing services with The Doctors Laboratory (TDL), where a non-employee director serves as CEO, and consulting services from another non-employee director Related Party Expenses with TDL | Service | Three Months Ended March 31, 2021 ($) | Three Months Ended March 31, 2020 ($) | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Office Lease Expenses | $38,000 | $31,000 | | Laboratory Testing Services | $72,000 | $148,000 | - Outstanding accounts payables with TDL were **$132,000** as of March 31, 2021, and **$142,000** as of March 31, 2020[95](index=95&type=chunk) - Consulting expenses from a non-employee director were approximately **$25,000** for both the three months ended March 31, 2021, and 2020[96](index=96&type=chunk) [NOTE 6 – Commitments and Contingencies](index=22&type=section&id=NOTE%206%20%E2%80%93%20Commitments%20and%20Contingencies) The company's primary commitments relate to office leases in London and New York, both operating on a month-to-month basis after their original terms expired - The company leases offices in London and New York on a month-to-month basis, following the expiration of previous lease agreements[96](index=96&type=chunk) Rental Expense | Period | Amount ($) | | :-------------------------------- | :---------- | | Three Months Ended March 31, 2021 | $46,000 | | Three Months Ended March 31, 2020 | $41,000 | [NOTE 7 – Loss Per Share](index=22&type=section&id=NOTE%207%20%E2%80%93%20Loss%20Per%20Share) Due to the company's net loss position, basic and diluted loss per share were identical for the reported periods. Share options and warrants were excluded from the diluted loss per share calculation as their effect would have been anti-dilutive - Basic and diluted net loss per share were the same for the periods presented due to the company's net loss position[97](index=97&type=chunk) Anti-Dilutive Share Equivalents | Type | Three Months Ended March 31, 2021 (Number) | Three Months Ended March 31, 2020 (Number) | | :------------ | :-------------------------------- | :-------------------------------- | | Share options | 115,649,035 | 94,349,035 | | Warrants | 460,910,100 | 462,160,100 | | Total | 576,559,135 | 556,509,135 | [NOTE 8 – Subsequent Event](index=23&type=section&id=NOTE%208%20%E2%80%93%20Subsequent%20Event) Subsequent to the reporting period, in May 2021, the company sold additional ADSs to Aspire Capital under the 2020 Purchase Agreement - In May 2021, the company sold **1,176,471** ADSs to Aspire Capital for total gross proceeds of **$2,000,001** under the 2020 Purchase Agreement[99](index=99&type=chunk)