10/16/2026 | Press release | Distributed by Public on 10/16/2026 15:20
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $7.899 | 08/18/2026 | A | 45,000 | (4) | 08/18/2036 | American Depositary Shares representing Ordinary Shares | 45,000 | $ 0 | 45,000 | D | ||||
| Stock Option (Right to Buy) | $7.899 | 08/18/2026 | A | 15,000 | (5) | 08/18/2036 | American Depositary Shares representing Ordinary Shares | 15,000 | $ 0 | 15,000 | D | ||||
| Pre-Funded Warrant to Purchase ADSs | $0.0004 | 10/14/2026 | M | 3,866 | (6) | (7) | American Depositary Shares representing Ordinary Shares | 3,866 | $16.16(8)(10) | 0 | D | ||||
| Pre-Funded Warrant to Purchase ADSs | $0.0004 | 10/14/2026 | M | 6,186 | (6) | (7) | American Depositary Shares representing Ordinary Shares | 6,186 | $16.16(9)(10) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Patel Sandip I C/O AKARI THERAPEUTICS PLC 401 EAST JACKSON STREET, SUITE 3300 TAMPA, FL 33602 |
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| /s/ Abizer Gaslightwala, as Attorney-in-Fact | 10/16/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | These American Depositary Shares ("ADSs") represent restricted stock units ("RSUs"), with each such RSU representing the right to receive 80,000 ordinary shares with a par value of $0.000000005 per ordinary share. This RSU grant was approved by the Board of Directors of the Issuer on August 18, 2026, and is subject to forfeiture if shareholder approval of a proposed amendment to the Issuer's equity incentive plan to increase the number of shares reserved for issuance under the plan ("Shareholder Approval") is not obtained. The RSUs will vest in full on the date of Shareholder Approval. |
| (2) | These ADSs represent RSUs, with each such RSU representing the right to receive 80,000 ordinary shares with a par value of $0.000000005 per ordinary share. This RSU grant was approved by the Board of Directors of the Issuer on October 5, 2026, and is subject to forfeiture if Shareholder Approval is not obtained. The RSUs will vest in full on the date of Shareholder Approval. |
| (3) | This award of RSUs was granted in lieu of accrued but unpaid cash retainers payable to non-execute directors in accordance with the Issuer's remuneration policy. |
| (4) | On August 18, 2026, the Reporting Person was granted an option to purchase 45,000 ADSs. This option grant is subject to forfeiture if Shareholder Approval is not obtained. The option will vest with respect to 33% of the grant on the date of Shareholder Approval plus 2.91% for each one-month anniversary of August 18, 2026 that has elapsed before the date of Shareholder Approval. The remainder of the option grant will vest in equal, monthly installments beginning on the 18th day of the month subsequent to the month where Shareholder Approval was obtained until fully vested on the two-year anniversary of August 18, 2026, subject to the Reporting Person's continued service with the Issuer on each such vesting date. |
| (5) | On August 18, 2026, the Reporting Person was granted an option to purchase 15,000 ADSs. This option grant is subject to forfeiture if Shareholder Approval is not obtained. Beginning on the date of Shareholder Approval, this option will vest with respect to 8.33% of the grant on the date of Shareholder Approval plus 8.33% for each one-month anniversary of August 18, 2026 that has elapsed before the date of Shareholder Approval. The remainder of the option grant will vest in equal, monthly installments beginning on the 18th day of the month subsequent to the month where Shareholder Approval was obtained until fully vested on the one-year anniversary of August 18, 2026, subject to the Reporting Person's continued service with the Issuer on each such vesting date. |
| (6) | The pre-funded warrants became exercisable upon shareholder approval, which was obtained on March 2, 2026. |
| (7) | The pre-funded warrants remain exercisable until fully exercised. |
| (8) | 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) pre-funded warrants (the "Note Exchange Unregistered Pre-Funded Warrants") to purchase up to 3.866 ADSs, at a purchase price of $16.16 per Note Exchange Unregistered Pre-Funded Warrant, and (ii) warrants to purchase up to 3,866 ADSs. |
| (9) | On December 16, 2025, the Reporting Person and the Issuer entered into a securities purchase agreement, pursuant to which the Issuer issued to the Reporting Person (i) pre-funded warrants (the "Private Placement Pre-Funded Warrants") to purchase up to 6,186 ADSs, at a purchase price of $16.16 per Private Placement Pre-Funded Warrant, and (ii) warrants to purchase up to 6,186 ADSs. |
| (10) | The combined purchase price per one pre-funded warrant and accompanying warrant was $16.16. |