Akari Therapeutics(AKTX) - 2023 Q1 - Quarterly Report

Securities Purchase Agreement Agreement Parties and Date 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 Definitions 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][26] - The purchase price is defined as $0.15 per Placed ADS, subject to adjustments for stock splits and similar transactions[28] - The securities being sold under this agreement are referred to as "Placed ADSs" and the underlying "Placed Shares"[30][33][39] - The transaction is conducted under an effective shelf registration statement on Form F-3 (Registration No. 333-251673)[35] ARTICLE II. PURCHASE AND SALE Closing 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 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][48] - Each Purchaser is required to deliver the duly executed agreement and their Subscription Amount for DVP settlement[48] Closing Conditions 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] - 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] ARTICLE III. REPRESENTATIONS AND WARRANTIES Representations and Warranties of the Company 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] - 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] - 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] - 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] - The Company represents that it is not an "investment company" under the Investment Company Act of 1940[81] Representations and Warranties of the Purchasers 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] - 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] - 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] - 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] ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES Covenants of the Company and Purchasers 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] - 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] - 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] - The Company agrees to use commercially reasonable efforts to maintain the listing of the ADSs on its current Trading Market[129] - 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] ARTICLE V. MISCELLANEOUS Miscellaneous Provisions 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] - 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] - 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] - The obligations of each Purchaser are several and not joint, meaning no Purchaser is responsible for the performance of any other Purchaser[152] - All parties knowingly and irrevocably waive the right to a trial by jury in any action, suit, or proceeding related to the agreement[155] Signature Pages Execution of Agreement 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][157] - 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]