U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
July 2020
Commission file number: 001-36288
Akari Therapeutics, Plc
(Translation of registrant's name into English)
75/76 Wimpole Street
London W1G 9RT
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
CONTENTS
Purchase Agreement and Registration Rights Agreement with
Aspire Capital
On June 30, 2020, Akari
Therapeutics, Plc, a public limited company incorporated under the laws of England and Wales (the “Company”), entered
into a securities purchase agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited
liability company (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations
set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of the Company’s American
Depositary Shares (each American Depositary Share, an “ADS”), with each ADS representing one hundred (100) ordinary
shares of the Company, par value £0.01 per share (“Ordinary Shares”), during a 30-month period. Concurrently with entering into the Purchase Agreement,
the Company also entered into a registration rights agreement with Aspire Capital (the “Registration Rights Agreement”),
in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities
Act of 1933, as amended (the “Securities Act”), the sale of the Company’s securities that have been and may be
issued to Aspire Capital under the Purchase Agreement.
Under the Purchase
agreement, after the Securities and Exchange Commission (the “SEC”) has declared effective the registration statement
referred to above, on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire
Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up
to 150,000 ADSs per business day and up to $30.0 million of the Company’s ADSs in the aggregate at a per share price (the
“Purchase Price”) equal to the lesser of:
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the lowest sale price of the Company’s ADSs on the purchase date; or
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the arithmetic average of the three (3) lowest closing sale prices for the ADSs during the ten (10) consecutive business days ending on the business day immediately preceding such Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
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In addition, on any
date on which the Company submits a Purchase Notice to Aspire Capital in an amount of 150,000 ADSs, the Company also has the right,
in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase
Notice”) directing Aspire Capital to purchase an amount of ADSs equal to up to 30% of the aggregate shares of the Company’s
ADSs traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number
of 250,000 ADSs. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average
price for the Company’s ADSs traded on its principal market on the VWAP Purchase Date.
The Purchase Price
will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring
during the period(s) used to compute the Purchase Price. The Company may deliver multiple Purchase Notices and VWAP Purchase Notices
to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed.
The Purchase Agreement
provides that the Company and Aspire Capital shall not effect any sales under the Purchase Agreement on any purchase date where
the closing sale price of the Company’s ADSs is less than $0.25. There are no trading volume requirements or restrictions
under the Purchase Agreement, and the Company will control the timing and amount of sales of the Company’s ADSs to Aspire
Capital. Aspire Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as
directed by the Company in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business
covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the
Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase
Agreement, the Company issued to Aspire Capital 40,760,900 Ordinary Shares of the Company (the “Commitment Shares”).
The Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire
Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect
short-selling or hedging of the Company’s securities during any time prior to the termination of the Purchase Agreement.
Any proceeds from the Company receives under the Purchase Agreement are expected to be used for working capital and general corporate
purposes.
The Commitment Shares
were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof
and Rule 506 of Regulation D thereunder. Aspire Capital represented that it was an “accredited investor,” as defined
in Regulation D, and was acquiring the Commitment Shares for investment only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof. Accordingly, the Commitment Shares have not been registered under the Securities
Act and the Commitment Shares may not be offered or sold in the United States absent registration or an exemption from registration
under the Securities Act and any applicable state securities laws. Neither this Report on Form 6-K nor the exhibits attached hereto
is an offer to sell or the solicitation of an offer to buy ordinary shares or ADSs of the Company or any other securities of the
Company.
The foregoing is a
summary description of certain terms of the Purchase Agreement and the Registration Rights Agreement and, by its nature, is incomplete,
and is qualified in its entirety by reference to the copies of the Purchase Agreement and Registration Rights Agreement filed herewith
as Exhibits 10.1 and 4.1, respectively, to this Report on Form 6-K, which are incorporated herein by reference. All readers are
encouraged to read both the Purchase Agreement and the Registration Rights Agreement.
The Purchase Agreement
contains customary representations and warranties, covenants, conditions to closing and indemnification provisions that the parties
made to, and solely for the benefit of, each other in the context of all of the terms and conditions of such agreement and in the
context of the specific relationship between the parties. The provisions of the Purchase Agreement, including the representations
and warranties contained therein, are not for the benefit of any party other than the parties to such agreement or parties expressly
permitted to rely on such provisions and are not intended for investors and the public to obtain factual information about the
current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in
the Company’s filings with the Securities and Exchange Commission.
Cautionary Note Regarding Forward-Looking
Statements
This Report on Form
6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. You should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company
undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that
may arise after the date of this Report. These forward-looking statements reflect our current views about our plans, intentions,
expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have
made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those
forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will
be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements
and will be affected by a variety of risks and factors that are beyond our control. Such risks and uncertainties for our company
include, but are not limited to: needs for additional capital to fund our operations, our ability to continue as a going concern;
uncertainties of cash flows and inability to meet working capital needs; an inability or delay in obtaining required regulatory
approvals for nomacopan and any other product candidates, which may result in unexpected cost expenditures; our ability to obtain
orphan drug designation in additional indications; risks inherent in drug development in general; uncertainties in obtaining successful
clinical results for nomacopan and any other product candidates and unexpected costs that may result therefrom; difficulties enrolling
patients in our clinical trials; our ability to enter into collaborative, licensing, and other commercial relationships and on
terms commercially reasonable to us; failure to realize any value
of nomacopan and any other product candidates developed and being developed in light of inherent risks and difficulties involved
in successfully bringing product candidates to market; inability to develop new product candidates and support existing product
candidates; the approval by the FDA and EMA and any other similar foreign regulatory authorities of other competing or superior
products brought to market; risks resulting from unforeseen side effects; risk that the market for nomacopan may not be as large
as expected; risks associated with the impact of the outbreak of coronavirus; risks associated with the SEC investigation; inability
to obtain, maintain and enforce patents and other intellectual property rights or the unexpected costs associated with such enforcement
or litigation; inability to obtain and maintain commercial manufacturing arrangements with third party manufacturers or establish
commercial scale manufacturing capabilities; the inability to timely source adequate supply of our active pharmaceutical ingredients
from third party manufacturers on whom the company depends; unexpected cost increases and pricing pressures and risks and other
risk factors detailed in our public filings with the U.S. Securities and Exchange Commission, including our most recently filed
Annual Report on Form 20-F filed with the SEC. Except as otherwise noted, these forward-looking statements speak only as of the
date of this Report and we undertake no obligation to update or revise any of these statements to reflect events or circumstances
occurring after this Report. We caution investors not to place considerable reliance on the forward-looking statements contained
in this Report.
Press Release
On July 1, 2020, the
Company issued a press release announcing that it has entered into the Purchase Agreement with Aspire Capital. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
The information contained
in this Report and in Exhibits 4.1 and 10.1 are hereby incorporated by reference into all effective registration statements filed
by the Company under the Securities Act of 1933.
Exhibits
Exhibit
Number
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Description
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4.1
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Registration Rights Agreement, dated June 30, 2020, between Akari Therapeutics, Plc and Aspire Capital Fund, LLC
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10.1
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Securities Purchase Agreement, dated June 30, 2020 between Akari Therapeutics, Plc and Aspire Capital Fund, LLC
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99.1
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Press
Release dated July 1, 2020, titled “Akari Therapeutics, Plc Announces $30.0 Million Securities Purchase
Agreement”
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Signature(s)
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Akari Therapeutics, Plc
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(Registrant)
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Date: July 1, 2020
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By:
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/s/ Clive Richardson
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Name:
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Clive Richardson
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Chief Executive Officer
and Chief Operating Officer
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