As filed with the Securities and Exchange Commission on November 17, 2025

false 0001541157 http://fasb.org/srt/2025#ChiefExecutiveOfficerMember 0001541157 2025-01-01 2025-09-30 0001541157 dei:BusinessContactMember 2025-01-01 2025-09-30 0001541157 2024-12-31 0001541157 2023-12-31 0001541157 2025-09-30 0001541157 AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:PeakBioIncMember 2024-12-31 0001541157 2024-01-01 2024-12-31 0001541157 2023-01-01 2023-12-31 0001541157 2025-07-01 2025-09-30 0001541157 2024-07-01 2024-09-30 0001541157 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 us-gaap:CommonStockMember 2022-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001541157 us-gaap:CapitalUnitsMember 2022-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001541157 us-gaap:RetainedEarningsMember 2022-12-31 0001541157 2022-12-31 0001541157 us-gaap:CommonStockMember 2023-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001541157 us-gaap:CapitalUnitsMember 2023-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001541157 us-gaap:RetainedEarningsMember 2023-12-31 0001541157 us-gaap:CommonStockMember 2024-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001541157 us-gaap:CapitalUnitsMember 2024-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001541157 us-gaap:RetainedEarningsMember 2024-12-31 0001541157 us-gaap:CommonStockMember 2025-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001541157 us-gaap:CapitalUnitsMember 2025-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001541157 us-gaap:RetainedEarningsMember 2025-03-31 0001541157 2025-03-31 0001541157 us-gaap:CommonStockMember 2025-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001541157 us-gaap:CapitalUnitsMember 2025-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001541157 us-gaap:RetainedEarningsMember 2025-06-30 0001541157 2025-06-30 0001541157 us-gaap:CommonStockMember 2024-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001541157 us-gaap:CapitalUnitsMember 2024-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-03-31 0001541157 us-gaap:RetainedEarningsMember 2024-03-31 0001541157 2024-03-31 0001541157 us-gaap:CommonStockMember 2024-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001541157 us-gaap:CapitalUnitsMember 2024-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001541157 us-gaap:RetainedEarningsMember 2024-06-30 0001541157 2024-06-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2021-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2021-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2021-12-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:PeakBioIncMember 2021-12-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-03-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:PeakBioIncMember 2023-03-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-06-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:PeakBioIncMember 2023-06-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2024-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2024-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2024-03-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:PeakBioIncMember 2024-03-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2024-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2024-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2024-06-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:PeakBioIncMember 2024-06-30 0001541157 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001541157 us-gaap:CapitalUnitsMember 2023-01-01 2023-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001541157 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001541157 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001541157 us-gaap:CapitalUnitsMember 2024-01-01 2024-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-12-31 0001541157 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001541157 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001541157 us-gaap:CapitalUnitsMember 2025-01-01 2025-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001541157 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001541157 2025-01-01 2025-03-31 0001541157 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001541157 us-gaap:CapitalUnitsMember 2025-04-01 2025-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-01 2025-06-30 0001541157 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001541157 2025-04-01 2025-06-30 0001541157 us-gaap:CommonStockMember 2025-07-01 2025-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2025-07-01 2025-09-30 0001541157 us-gaap:CapitalUnitsMember 2025-07-01 2025-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-07-01 2025-09-30 0001541157 us-gaap:RetainedEarningsMember 2025-07-01 2025-09-30 0001541157 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001541157 us-gaap:CapitalUnitsMember 2024-01-01 2024-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-03-31 0001541157 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001541157 2024-01-01 2024-03-31 0001541157 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001541157 us-gaap:CapitalUnitsMember 2024-04-01 2024-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-04-01 2024-06-30 0001541157 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001541157 2024-04-01 2024-06-30 0001541157 us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001541157 us-gaap:CapitalUnitsMember 2024-07-01 2024-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-01 2024-09-30 0001541157 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:CommonStockMember 2025-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2025-09-30 0001541157 us-gaap:CapitalUnitsMember 2025-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-09-30 0001541157 us-gaap:RetainedEarningsMember 2025-09-30 0001541157 us-gaap:CommonStockMember 2024-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001541157 us-gaap:CapitalUnitsMember 2024-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-09-30 0001541157 us-gaap:RetainedEarningsMember 2024-09-30 0001541157 2024-09-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2023-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2023-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2023-09-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:PeakBioIncMember 2023-09-30 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:AdditionalPaidInCapitalMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:AccumulatedOtherComprehensiveIncomeMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:RetainedEarningsMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:FounderLoansMember 2024-01-01 2024-12-31 0001541157 AKTX:FounderLoansMember 2023-01-01 2023-12-31 0001541157 AKTX:SecuredFounderLoansMember 2024-01-01 2024-12-31 0001541157 AKTX:SecuredFounderLoansMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember AKTX:DecemberTwoThousandTwentyThreeConvertibleNotesMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember AKTX:DecemberTwoThousandTwentyThreeConvertibleNotesMember 2023-01-01 2023-09-30 0001541157 AKTX:PeakBioIncMember AKTX:MayTwoThousandTwentyFourConvertibleNotesMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember AKTX:MayTwoThousandTwentyFourConvertibleNotesMember 2023-01-01 2023-09-30 0001541157 AKTX:PeakBioIncMember AKTX:FounderLoansMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember AKTX:FounderLoansMember 2023-01-01 2023-09-30 0001541157 AKTX:PeakBioIncMember AKTX:SecuredFounderLoansMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember AKTX:SecuredFounderLoansMember 2023-01-01 2023-09-30 0001541157 AKTX:AmericanDepositarySharesMember 2024-11-14 2024-11-14 0001541157 us-gaap:CommonStockMember 2024-11-14 0001541157 AKTX:AmericanDepositarySharesMember 2024-11-14 0001541157 2023-08-17 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2022-03-01 0001541157 AKTX:PeakBioIncMember 2022-11-01 0001541157 AKTX:OriginalSubscriberMember AKTX:OriginalPipeSharesMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:OriginalSubscriberMember AKTX:OriginalPipeSharesMember AKTX:PeakBioIncMember 2022-11-01 0001541157 AKTX:NewSubscriberMember AKTX:PipeSharesMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:PipeFinancingWarrantsMember AKTX:NewSubscriberMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:NewSubscriberMember AKTX:PeakBioIncMember 2022-11-01 0001541157 AKTX:NewSubscriberMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:PeakBioCompanyLimitedMember AKTX:PipeSharesMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:PeakBioCompanyLimitedMember AKTX:PipeWarrantsMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:PipeWarrantsMember AKTX:PeakBioIncMember 2022-11-01 0001541157 AKTX:AkariOrdinarySharesMember AKTX:PeakBioIncMember 2024-03-04 0001541157 AKTX:AkariAmericanDepositarySharesMember AKTX:PeakBioIncMember 2024-03-04 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 srt:ScenarioForecastMember AKTX:PeakBioIncMember 2024-12-02 2024-12-02 0001541157 AKTX:AkariOrdinarySharesMember srt:ScenarioForecastMember AKTX:PeakBioIncMember 2024-12-02 2024-12-02 0001541157 AKTX:PeakBioMember 2024-01-01 2024-12-31 0001541157 us-gaap:PatentsMember 2024-12-31 0001541157 us-gaap:PatentsMember 2024-01-01 2024-12-31 0001541157 us-gaap:PatentsMember 2023-01-01 2023-12-31 0001541157 us-gaap:ConvertibleDebtMember 2024-01-01 2024-12-31 0001541157 us-gaap:ConvertibleDebtMember srt:MaximumMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNotesMember 2024-11-01 2024-11-30 0001541157 us-gaap:ConvertibleDebtMember srt:MaximumMember 2024-01-01 2024-12-31 0001541157 AKTX:SeriesAWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:RegisteredDirectOfferingMember 2024-01-01 2024-12-31 0001541157 AKTX:SeriesAWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:RegisteredDirectOfferingMember 2024-12-31 0001541157 AKTX:SeriesBWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:RegisteredDirectOfferingMember 2024-01-01 2024-12-31 0001541157 AKTX:SeriesBWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:RegisteredDirectOfferingMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioMember 2024-01-01 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioMember 2024-01-01 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioMember 2024-12-31 0001541157 2024-05-01 2024-05-01 0001541157 AKTX:PhPharmaIncMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:EmployeeSeveranceMember 2023-12-31 0001541157 us-gaap:OtherRestructuringMember 2023-12-31 0001541157 us-gaap:EmployeeSeveranceMember 2024-01-01 2024-12-31 0001541157 us-gaap:OtherRestructuringMember 2024-01-01 2024-12-31 0001541157 us-gaap:EmployeeSeveranceMember 2024-12-31 0001541157 us-gaap:OtherRestructuringMember 2024-12-31 0001541157 AKTX:OtherRestructuringChargesMember 2024-12-31 0001541157 us-gaap:EmployeeSeveranceMember 2025-01-01 2025-09-30 0001541157 AKTX:OtherRestructuringChargesMember 2025-01-01 2025-09-30 0001541157 us-gaap:EmployeeSeveranceMember 2025-09-30 0001541157 AKTX:OtherRestructuringChargesMember 2025-09-30 0001541157 AKTX:OtherRestructuringChargesMember 2023-12-31 0001541157 us-gaap:EmployeeSeveranceMember 2024-01-01 2024-09-30 0001541157 AKTX:OtherRestructuringChargesMember 2024-01-01 2024-09-30 0001541157 us-gaap:EmployeeSeveranceMember 2024-09-30 0001541157 AKTX:OtherRestructuringChargesMember 2024-09-30 0001541157 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-12-31 0001541157 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001541157 AKTX:WarrantsEquityClassifiedMember 2024-01-01 2024-12-31 0001541157 AKTX:WarrantsEquityClassifiedMember 2023-01-01 2023-12-31 0001541157 us-gaap:ConvertibleDebtMember 2024-01-01 2024-12-31 0001541157 us-gaap:ConvertibleDebtMember 2023-01-01 2023-12-31 0001541157 us-gaap:EmployeeStockOptionMember 2025-09-30 2025-09-30 0001541157 us-gaap:EmployeeStockOptionMember 2024-09-30 2024-09-30 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2025-09-30 2025-09-30 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2024-09-30 2024-09-30 0001541157 us-gaap:WarrantMember 2025-09-30 2025-09-30 0001541157 us-gaap:WarrantMember 2024-09-30 2024-09-30 0001541157 us-gaap:ConvertibleDebtSecuritiesMember 2025-09-30 2025-09-30 0001541157 us-gaap:ConvertibleDebtSecuritiesMember 2024-09-30 2024-09-30 0001541157 2025-09-30 2025-09-30 0001541157 2024-09-30 2024-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:EmployeeStockOptionMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:WarrantMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:WarrantMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember AKTX:April2023ConvertibleNotesMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember AKTX:April2023ConvertibleNotesMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:EmployeeStockOptionMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:WarrantMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember AKTX:April2023ConvertibleNotesMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioMember 2024-11-14 2024-11-14 0001541157 2024-11-14 2024-11-14 0001541157 AKTX:OrdinarySharesMember AKTX:AmericanDepositarySharesMember 2024-11-14 2024-11-14 0001541157 AKTX:OrdinarySharesMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioAdjustedOptionsMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputSharePriceMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputPriceVolatilityMember srt:MinimumMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputPriceVolatilityMember srt:MaximumMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:IntellectualPropertyMember AKTX:MergerAgreementMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:GoodwillMember AKTX:MergerAgreementMember 2024-11-14 0001541157 AKTX:PaulsonInvestmentCompanyLLCMember 2024-01-01 2024-12-31 0001541157 AKTX:PaulsonInvestmentCompanyLLCMember AKTX:AmericanDepositaryShareMember 2024-01-01 2024-12-31 0001541157 AKTX:PeakBioMember 2024-12-31 0001541157 AKTX:PeakBioMember us-gaap:IntellectualPropertyMember 2024-11-14 0001541157 AKTX:PeakBioMember us-gaap:GoodwillMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioIncShareholdersMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioIncShareholdersMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:NovemberTwoThousandTwentyTwoPeakInvestorWarrantsAndAprilTwoThousandTwentyThreePeakInvestorWarrantsMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:NovemberTwoThousandTwentyTwoPeakInvestorWarrantsAndAprilTwoThousandTwentyThreePeakInvestorWarrantsMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember AKTX:PeakBioAdjustedOptionsMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositarySharesMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsNovemberTwoThousandTwentyTwoMember us-gaap:MeasurementInputSharePriceMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsAprilTwoThousandTwentyThreeMember us-gaap:MeasurementInputSharePriceMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsNovemberTwoThousandTwentyTwoMember us-gaap:MeasurementInputExercisePriceMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsAprilTwoThousandTwentyThreeMember us-gaap:MeasurementInputExercisePriceMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsNovemberTwoThousandTwentyTwoMember us-gaap:MeasurementInputExpectedTermMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsAprilTwoThousandTwentyThreeMember us-gaap:MeasurementInputExpectedTermMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsNovemberTwoThousandTwentyTwoMember us-gaap:MeasurementInputPriceVolatilityMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsAprilTwoThousandTwentyThreeMember us-gaap:MeasurementInputPriceVolatilityMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsNovemberTwoThousandTwentyTwoMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsAprilTwoThousandTwentyThreeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsNovemberTwoThousandTwentyTwoMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:PeakBioAssumedWarrantsAprilTwoThousandTwentyThreeMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-11-14 0001541157 AKTX:PeakBioMember 2024-11-14 0001541157 us-gaap:InProcessResearchAndDevelopmentMember AKTX:AKTXOneZeroOneMember 2024-11-14 2024-11-14 0001541157 us-gaap:InProcessResearchAndDevelopmentMember AKTX:PHPThreeZeroThreeMember 2024-11-14 2024-11-14 0001541157 us-gaap:InProcessResearchAndDevelopmentMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember 2024-11-14 2024-12-31 0001541157 AKTX:PeakBioMember AKTX:ReportedMember 2024-01-01 2024-12-31 0001541157 AKTX:PeakBioMember srt:ProFormaMember 2024-01-01 2024-12-31 0001541157 AKTX:PeakBioMember AKTX:ReportedMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioMember srt:ProFormaMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioMember AKTX:ReportedMember 2024-07-01 2024-09-30 0001541157 AKTX:PeakBioMember srt:ProFormaMember 2024-07-01 2024-09-30 0001541157 AKTX:PeakBioMember AKTX:ReportedMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioMember srt:ProFormaMember 2024-01-01 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConversionFeatureLiability1Member AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2024-12-31 0001541157 us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2024-12-31 0001541157 us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001541157 us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesAMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesAMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesAMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesAMember 2023-12-31 0001541157 us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeriesBMember 2023-12-31 0001541157 us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001541157 us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0001541157 us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2025-09-30 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2025-09-30 0001541157 us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2024-12-31 0001541157 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001541157 us-gaap:SeriesBMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001541157 us-gaap:SeriesAMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001541157 us-gaap:SeriesAMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001541157 us-gaap:SeriesAMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-12-31 0001541157 us-gaap:SeriesBMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-12-31 0001541157 us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 us-gaap:SeriesBMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 AKTX:DerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001541157 AKTX:DerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001541157 us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001541157 AKTX:DerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001541157 us-gaap:FairValueInputsLevel3Member 2025-03-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001541157 AKTX:DerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001541157 us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001541157 AKTX:DerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001541157 us-gaap:FairValueInputsLevel3Member 2025-06-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2025-07-01 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-07-01 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-07-01 2025-09-30 0001541157 AKTX:DerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-07-01 2025-09-30 0001541157 us-gaap:FairValueInputsLevel3Member 2025-07-01 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0001541157 AKTX:DerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0001541157 us-gaap:FairValueInputsLevel3Member 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAMember us-gaap:FairValueInputsLevel3Member 2024-03-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member 2024-03-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAMember us-gaap:FairValueInputsLevel3Member 2024-04-01 2024-06-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member 2024-04-01 2024-06-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAMember us-gaap:FairValueInputsLevel3Member 2024-06-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member 2024-06-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAMember us-gaap:FairValueInputsLevel3Member 2024-07-01 2024-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member 2024-07-01 2024-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member 2024-09-30 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:MeasurementInputPriceVolatilityMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputPriceVolatilityMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001541157 us-gaap:SeriesAMember us-gaap:MeasurementInputExpectedDividendRateMember 2023-12-31 0001541157 us-gaap:SeriesBMember us-gaap:MeasurementInputExpectedDividendRateMember 2023-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputExercisePriceMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputExercisePriceMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputExercisePriceMember 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputExpectedTermMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputExpectedTermMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputExpectedTermMember 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyFourNotePayableMember 2024-11-30 0001541157 2024-11-30 0001541157 AKTX:SeptemberTwoThousandTwentyFourNotePayableMember 2024-01-01 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyFourNotePayableMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2024-11-30 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2024-11-01 2024-11-30 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2024-01-01 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2025-02-28 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNotesMember 2024-11-30 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioConvertibleNoteholderWarrantsMember AKTX:LetterAgreementMember 2024-11-30 0001541157 AKTX:SeptemberTwoThousandTwentyFourNotePayableMember 2025-01-01 2025-09-30 0001541157 AKTX:SeptemberTwoThousandTwentyFourNotePayableMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2025-03-06 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2025-01-01 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2025-03-06 2025-03-06 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNotesAndWarrantsAmendmentMember AKTX:LetterAgreementMember 2025-09-19 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioConvertibleNoteholderWarrantsMember AKTX:LetterAgreementMember 2025-09-19 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNotesAndWarrantsAmendmentMember 2025-09-19 2025-09-19 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioConvertibleNoteholderWarrantsMember 2025-09-19 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioConvertibleNoteholderWarrantsMember 2025-09-19 2025-09-19 0001541157 us-gaap:MeasurementInputSharePriceMember 2024-11-30 0001541157 us-gaap:MeasurementInputPriceVolatilityMember 2024-11-30 0001541157 us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-11-30 0001541157 us-gaap:MeasurementInputExpectedTermMember 2024-11-30 0001541157 2024-11-01 2024-11-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteMember 2025-07-01 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteMember 2025-01-01 2025-09-30 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember 2025-08-01 2025-08-31 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember 2025-08-31 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember AKTX:ThirdPartyInvestorsMember 2025-08-01 2025-08-31 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember AKTX:ThirdPartyInvestorsMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember AKTX:AugustTwoThousandTwentyFiveNotesMember 2025-08-31 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember AKTX:PaulsonInvestmentCompanyLLCMember 2025-08-01 2025-08-31 0001541157 us-gaap:MeasurementInputSharePriceMember 2025-08-31 0001541157 us-gaap:MeasurementInputPriceVolatilityMember 2025-08-31 0001541157 us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-08-31 0001541157 us-gaap:MeasurementInputExpectedTermMember 2025-08-31 0001541157 AKTX:SeriesAWarrantsMember AKTX:AugustTwoThousandTwentyFiveNotesMember 2025-08-01 2025-08-31 0001541157 us-gaap:MeasurementInputSharePriceMember AKTX:SeriesAWarrantsMember 2025-08-31 0001541157 us-gaap:MeasurementInputPriceVolatilityMember AKTX:SeriesAWarrantsMember 2025-08-31 0001541157 us-gaap:MeasurementInputRiskFreeInterestRateMember AKTX:SeriesAWarrantsMember 2025-08-31 0001541157 us-gaap:MeasurementInputExpectedTermMember AKTX:SeriesAWarrantsMember 2025-08-31 0001541157 2025-08-01 2025-08-31 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember 2025-09-30 0001541157 AKTX:ELOCPurchaseAgreementMember AKTX:WhiteLionCapitalLLCMember 2025-08-29 2025-08-29 0001541157 2025-08-29 0001541157 2025-08-29 2025-08-29 0001541157 AKTX:ELOCPurchaseAgreementMember us-gaap:CommonStockMember 2025-08-29 0001541157 AKTX:ELOCPurchaseAgreementMember 2025-08-29 0001541157 AKTX:ELOCPurchaseAgreementMember 2025-08-29 2025-08-29 0001541157 us-gaap:MeasurementInputSharePriceMember AKTX:ELOCPurchaseAgreementMember 2025-08-29 0001541157 us-gaap:MeasurementInputPriceVolatilityMember AKTX:ELOCPurchaseAgreementMember 2025-08-29 0001541157 us-gaap:MeasurementInputRiskFreeInterestRateMember AKTX:ELOCPurchaseAgreementMember 2025-08-29 0001541157 us-gaap:MeasurementInputDiscountRateMember AKTX:ELOCPurchaseAgreementMember 2025-08-29 0001541157 us-gaap:LoansPayableMember AKTX:PeakBioIncMember 2021-05-01 2021-05-31 0001541157 us-gaap:LoansPayableMember AKTX:PeakBioIncMember 2021-05-31 0001541157 us-gaap:LoansPayableMember AKTX:PeakBioIncMember 2021-08-01 2021-08-31 0001541157 us-gaap:LoansPayableMember AKTX:PeakBioIncMember 2021-08-31 0001541157 AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 us-gaap:LoansPayableMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:LoansPayableMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:PeakBioIncMember 2023-03-01 2023-03-31 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:VennLicenseAgreementMember AKTX:FounderAndDirectorMember AKTX:PeakBioIncMember 2022-04-01 2022-04-30 0001541157 AKTX:VennLicenseAgreementMember AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 AKTX:VennLicenseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:VennLicenseAgreementMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:EmployeeAndDirectorLoansMember AKTX:PeakBioIncMember 2021-05-31 0001541157 AKTX:EmployeeAndDirectorLoansMember AKTX:PeakBioIncMember 2021-05-01 2021-05-31 0001541157 AKTX:EmployeeAndDirectorLoansMember AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 AKTX:EmployeeAndDirectorLoansMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:EmployeeAndDirectorLoansMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:DirectorNomineeMember AKTX:PeakBioIncMember 2022-09-30 0001541157 AKTX:DirectorNomineeMember AKTX:PeakBioIncMember 2022-09-02 2022-09-29 0001541157 AKTX:PeakBioIncMember 2022-09-01 2022-09-30 0001541157 AKTX:PeakBioIncMember 2022-09-30 0001541157 AKTX:PipeWarrantsMember AKTX:EmployeeAndDirectorLoansMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember 2022-11-01 2022-11-30 0001541157 AKTX:PromissoryNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PreBusinessCombinationConvertibleNotesMember AKTX:PeakBioIncMember 2022-09-30 0001541157 AKTX:PreBusinessCombinationConvertibleNotesMember AKTX:PeakBioIncMember 2022-07-01 2022-09-30 0001541157 AKTX:PreBusinessCombinationConvertibleNotesMember srt:MinimumMember AKTX:PeakBioIncMember 2022-07-01 2022-09-30 0001541157 AKTX:PreBusinessCombinationConvertibleNotesMember srt:MaximumMember AKTX:PeakBioIncMember 2022-07-01 2022-09-30 0001541157 AKTX:PreBusinessCombinationConvertibleNotesMember AKTX:PipeWarrantsMember AKTX:PeakBioIncMember 2022-09-30 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2022-11-01 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2023-10-31 2023-10-31 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:November2022ConvertibleNotesMember srt:MaximumMember AKTX:PeakBioIncMember 2023-11-01 0001541157 AKTX:November2022ConvertibleNotesMember srt:MinimumMember AKTX:PeakBioIncMember 2023-11-01 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2023-11-01 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2023-11-01 2023-11-01 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:WarrantSubscriptionAgreementsMember AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:WarrantSubscriptionAgreementsMember AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 AKTX:WarrantSubscriptionAgreementsMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:FounderAndDirectorMember AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:TwoThousandTwentyOneFounderLoanMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:VennLicenseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:MarchTwothousandTwentyThreeFounderLoanMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-12-01 2023-12-31 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:OptionalConversionFeatureMember AKTX:PeakBioIncMember 2023-12-01 2023-12-31 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:AutomaticConversionFeatureMember AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:OptionalConversionFeatureMember AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:December2023PlacementAgentMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 srt:DirectorMember AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-12-18 2023-12-18 0001541157 AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-12-18 0001541157 AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:December2023PlacementAgentMember AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:PeakBioIncMember 2023-11-01 0001541157 AKTX:PeakBioIncMember 2023-11-01 2023-11-01 0001541157 AKTX:InsuranceFinancingPayableMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:InsuranceFinancingPayableMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember 2021-05-01 2021-05-31 0001541157 AKTX:PeakBioIncMember 2021-05-31 0001541157 AKTX:PeakBioIncMember 2021-08-31 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:FounderLoansMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:SecuredFounderLoanMember AKTX:PeakBioIncMember 2024-01-31 2024-01-31 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:SecuredFounderLoanMember AKTX:PeakBioIncMember 2024-01-31 2024-01-31 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:SecuredFounderLoanMember AKTX:PeakBioIncMember 2024-01-31 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:SecuredFounderLoanMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:SecuredFounderLoanMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:SecuredFounderLoanMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:SeniorSecuredPromissoryNoteMember AKTX:SecuredFounderLoanMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2024-12-31 0001541157 AKTX:November2022ConvertibleNotesMember srt:ScenarioForecastMember AKTX:PeakBioIncMember 2024-01-01 2024-12-31 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:November2022ConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:SecuredPromissoryNoteMember AKTX:PeakBioIncMember 2024-09-17 0001541157 AKTX:SecuredPromissoryNoteMember AKTX:PeakBioIncMember 2024-09-17 2024-09-17 0001541157 AKTX:SecuredPromissoryNoteMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-04-28 0001541157 AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-31 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-01 2024-02-29 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-30 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-02-29 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-01 2024-01-31 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-02-01 2024-02-29 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:AutomaticConversionFeatureMember AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:OptionalConversionFeatureMember AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:December2023PlacementAgentMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:December2023PlacementAgentMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:December2023PlacementAgentMember AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:December2023PlacementAgentMember AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:December2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-05-28 2024-05-28 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-07-12 2024-07-12 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-08-08 2024-08-08 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-05-31 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-05-01 2024-05-31 0001541157 AKTX:May2024ConvertibleNotesMember us-gaap:TransferAgentMember AKTX:PeakBioIncMember 2024-07-12 2024-07-12 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:May2024ConvertibleNotesMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:May2024ConvertibleNotesRelatedPartyMember AKTX:FounderAndDirectorMember AKTX:PeakBioIncMember 2024-05-28 0001541157 AKTX:May2024ConvertibleNotesRelatedPartyMember AKTX:FounderAndDirectorMember AKTX:PeakBioIncMember 2024-07-12 2024-07-12 0001541157 AKTX:May2024ConvertibleNotesRelatedPartyMember AKTX:PeakBioIncMember 2024-07-12 2024-07-12 0001541157 AKTX:May2024ConvertibleNotesRelatedPartyMember AKTX:PeakBioIncMember 2024-05-28 0001541157 AKTX:May2024ConvertibleNotesRelatedPartyMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:May2024ConvertibleNotesRelatedPartyMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:May2024ConvertibleNotesRelatedPartyMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:InsuranceFinancingPayableMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:InsuranceFinancingPayableMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:InsuranceFinancingPayableMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:InsuranceFinancingPayableMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 2024-11-07 0001541157 AKTX:OrdinarySharesMember AKTX:AmericanDepositarySharesMember 2024-12-31 0001541157 AKTX:OrdinarySharesMember AKTX:PeakBioMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:November2022PeakBioWarrantsMember AKTX:AmericanDepositarySharesMember 2024-01-01 2024-12-31 0001541157 AKTX:PeakBioMember AKTX:April2023PeakBioWarrantsMember AKTX:AmericanDepositarySharesMember 2024-01-01 2024-12-31 0001541157 AKTX:OrdinarySharesMember us-gaap:PrivatePlacementMember 2024-11-30 2024-11-30 0001541157 us-gaap:PrivatePlacementMember dei:AdrMember 2024-11-30 2024-11-30 0001541157 dei:AdrMember AKTX:SeriesDWarrantsMember 2024-11-30 0001541157 dei:AdrMember AKTX:SeriesDWarrantsMember 2024-11-30 2024-11-30 0001541157 us-gaap:PrivatePlacementMember us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2025-04-30 2025-04-30 0001541157 dei:AdrMember us-gaap:PrivatePlacementMember us-gaap:SubsequentEventMember 2025-04-30 2025-04-30 0001541157 us-gaap:PrivatePlacementMember us-gaap:CommonStockMember 2024-05-31 2024-05-31 0001541157 us-gaap:PrivatePlacementMember dei:AdrMember 2024-05-31 2024-05-31 0001541157 dei:AdrMember AKTX:SeriesCWarrantsMember 2024-05-31 0001541157 dei:AdrMember AKTX:SeriesCWarrantsMember 2024-05-31 2024-05-31 0001541157 dei:AdrMember AKTX:SeriesCWarrantsMember us-gaap:PrivatePlacementMember 2024-05-31 0001541157 dei:AdrMember AKTX:SeriesCWarrantsMember us-gaap:PrivatePlacementMember AKTX:DrPrudoAndDrPatelMember 2024-05-31 0001541157 dei:AdrMember us-gaap:PrivatePlacementMember 2024-05-31 0001541157 us-gaap:PrivatePlacementMember AKTX:PlacementAgentWarrantsMember 2024-05-31 2024-05-31 0001541157 us-gaap:PrivatePlacementMember us-gaap:CommonStockMember 2024-03-31 2024-03-31 0001541157 us-gaap:PrivatePlacementMember dei:AdrMember 2024-03-31 2024-03-31 0001541157 dei:AdrMember us-gaap:PrivatePlacementMember 2024-03-31 0001541157 us-gaap:PrivatePlacementMember AKTX:PlacementAgentWarrantsMember 2024-03-31 2024-03-31 0001541157 us-gaap:PrivatePlacementMember dei:AdrMember 2023-12-31 2023-12-31 0001541157 us-gaap:PrivatePlacementMember dei:AdrMember 2023-09-30 2023-09-30 0001541157 us-gaap:PrivatePlacementMember dei:AdrMember AKTX:PrefundedWarrantsMember 2023-09-30 0001541157 dei:AdrMember us-gaap:PrivatePlacementMember AKTX:PrefundedWarrantsMember 2023-09-30 2023-09-30 0001541157 dei:AdrMember us-gaap:PrivatePlacementMember 2023-09-30 0001541157 us-gaap:PrivatePlacementMember AKTX:PlacementAgentWarrantsMember 2023-09-30 2023-09-30 0001541157 AKTX:RegisteredDirectOfferingMember dei:AdrMember 2023-03-31 2023-03-31 0001541157 AKTX:OrdinarySharesMember AKTX:PreviouslyAllotmentMember 2025-06-30 0001541157 AKTX:OrdinarySharesMember us-gaap:OverAllotmentOptionMember 2025-06-30 0001541157 AKTX:AmericanDepositarySharesMember AKTX:OrdinarySharesMember 2025-09-30 0001541157 AKTX:OrdinarySharesMember AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember 2025-03-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember 2025-03-01 2025-03-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:SeriesAWarrantMember 2025-03-01 2025-03-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:SeriesAWarrantMember 2025-03-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:SeriesBWarrantMember 2025-03-01 2025-03-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:SeriesBWarrantMember 2025-03-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember srt:BoardOfDirectorsChairmanMember dei:AdrMember 2025-03-01 2025-03-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember 2024-01-01 2024-01-31 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:PrefundedWarrantsMember 2025-04-01 2025-04-30 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:PrefundedWarrantsMember 2025-04-30 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:SeriesAWarrantsMember 2025-04-30 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:SeriesBWarrantsMember 2025-04-30 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember 2025-04-01 2025-04-30 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:PaulsonInvestmentCompanyLLCMember 2025-04-01 2025-04-30 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:PaulsonInvestmentCompanyLLCMember 2025-04-30 0001541157 AKTX:MarchTwoThousandTwentyFivePrivatePlacementMember AKTX:PaulsonInvestmentCompanyLLCMember 2025-01-01 2025-09-30 0001541157 AKTX:PeakBioMember AKTX:November2022PeakBioWarrantsMember AKTX:AmericanDepositarySharesMember 2024-11-14 2024-11-14 0001541157 AKTX:PeakBioMember AKTX:April2023PeakBioWarrantsMember AKTX:AmericanDepositarySharesMember 2024-11-14 2024-11-14 0001541157 AKTX:MayTwentyTwentyTwoCommonStockIssuanceMember AKTX:PeakBioIncMember 2022-05-31 0001541157 AKTX:MayTwentyTwentyTwoCommonStockIssuanceMember AKTX:PeakBioIncMember 2022-05-01 2022-05-31 0001541157 AKTX:BridgeLoanPipeSubscriptionAgreementsMember AKTX:PeakBioIncMember 2022-11-30 0001541157 AKTX:BridgeLoanPipeSubscriptionAgreementsMember AKTX:PeakBioIncMember 2022-11-30 2022-11-30 0001541157 AKTX:BridgeLoanPipeSubscriptionAgreementsMember AKTX:PipeSharesMember AKTX:PeakBioIncMember 2022-11-30 2022-11-30 0001541157 AKTX:BridgeLoanPipeSubscriptionAgreementsMember AKTX:PipeFinancingWarrantsMember AKTX:PeakBioIncMember 2022-11-30 2022-11-30 0001541157 srt:MinimumMember AKTX:PeakBioIncMember 2022-10-25 2022-10-25 0001541157 AKTX:PeakBioIncMember 2022-10-25 0001541157 AKTX:PeakBioIncMember 2022-12-29 2022-12-29 0001541157 AKTX:PeakBioIncMember 2022-12-29 0001541157 us-gaap:ParentMember AKTX:PeakBioIncMember 2022-12-29 2022-12-29 0001541157 us-gaap:InvestorMember AKTX:PeakBioIncMember 2022-12-29 2022-12-29 0001541157 AKTX:PeakBioIncMember 2022-10-25 2022-10-25 0001541157 AKTX:DecemberTwoThousandAndTwentyTwoPipeMember AKTX:SubscriptionAgreementMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:DecemberTwoThousandAndTwentyTwoPipeMember AKTX:SubscriptionAgreementMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:WarrantMember AKTX:SubscriptionAgreementMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:KeyCompanyStockholderAgreementsMember AKTX:PeakBioIncMember 2022-04-28 2022-04-28 0001541157 AKTX:KeyCompanyStockholderAgreementsMember AKTX:PeakBioIncMember 2022-04-28 0001541157 AKTX:KeyCompanyStockholderAgreementsMember AKTX:PeakBioIncMember 2022-12-29 2022-12-29 0001541157 AKTX:KeyCompanyStockholderAgreementsMember AKTX:PeakBioIncMember 2022-12-29 0001541157 AKTX:KeyCompanyStockholderAgreementsMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember 2023-04-05 0001541157 AKTX:PeakBioIncMember 2023-04-05 2023-04-05 0001541157 AKTX:KeyCompanyStockholderAgreementsMember AKTX:PeakBioIncMember 2023-04-05 2023-04-05 0001541157 AKTX:KeyCompanyStockholderAgreementsMember AKTX:PeakBioIncMember 2023-04-28 2023-04-28 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2022-11-03 2022-11-03 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember srt:MinimumMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember srt:MaximumMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember srt:MinimumMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember srt:MaximumMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 srt:MinimumMember AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 srt:MaximumMember AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2022-11-30 2022-11-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2022-11-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember srt:MinimumMember AKTX:PeakBioIncMember 2023-03-01 2023-03-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember srt:MaximumMember AKTX:PeakBioIncMember 2023-03-01 2023-03-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-03-01 2023-03-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:PeakBioIncMember 2023-08-01 2023-08-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2022-11-01 2022-11-30 0001541157 AKTX:PublicWarrantsMember AKTX:PeakBioIncMember 2022-11-01 2022-11-30 0001541157 AKTX:PublicWarrantsMember AKTX:PeakBioIncMember 2022-11-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2022-11-01 2022-11-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2022-11-30 0001541157 AKTX:PipeWarrantsMember AKTX:PeakBioIncMember 2022-11-01 0001541157 AKTX:PipeWarrantsMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:PipeWarrantsMember AKTX:PeakBioIncMember 2023-11-01 0001541157 AKTX:FounderAndDirectorWarrantsSubscriptionAgreementMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-06-22 2023-06-22 0001541157 AKTX:FounderAndDirectorWarrantsSubscriptionAgreementMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-06-22 0001541157 AKTX:FounderAndDirectorWarrantsSubscriptionAgreementMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-07-20 2023-07-20 0001541157 AKTX:FounderAndDirectorWarrantsSubscriptionAgreementMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-07-20 0001541157 AKTX:FounderAndDirectorWarrantsSubscriptionAgreementMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-08-14 2023-08-14 0001541157 AKTX:FounderAndDirectorWarrantsSubscriptionAgreementMember AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-08-14 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-11-01 2023-11-01 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember srt:MinimumMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember srt:MaximumMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember srt:MinimumMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember srt:MaximumMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 srt:MinimumMember AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 srt:MaximumMember AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-04-28 0001541157 us-gaap:PrivatePlacementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:PrivatePlacementMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:TwoThousandNineteenInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:TwoThousandNineteenInvestorWarrantsMember 2023-12-31 0001541157 AKTX:TwoThousandNineteenInvestorWarrantsMember 2024-12-31 0001541157 AKTX:TwoThousandNineteenPlacementWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:TwoThousandNineteenPlacementWarrantsMember 2023-12-31 0001541157 AKTX:TwoThousandNineteenPlacementWarrantsMember 2024-12-31 0001541157 AKTX:TwoThousandTwentyInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:TwoThousandTwentyInvestorWarrantsMember 2023-12-31 0001541157 AKTX:TwoThousandTwentyInvestorWarrantsMember 2024-12-31 0001541157 AKTX:TwoThousandTwentyPlacementWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:TwoThousandTwentyPlacementWarrantsMember 2023-12-31 0001541157 AKTX:TwoThousandTwentyPlacementWarrantsMember 2024-12-31 0001541157 AKTX:JulyTwoThousandTwentyOnePlacementAgentWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:JulyTwoThousandTwentyOnePlacementAgentWarrantsMember 2023-12-31 0001541157 AKTX:JulyTwoThousandTwentyOnePlacementAgentWarrantsMember 2024-12-31 0001541157 AKTX:DecemberTwoThousandTwentyOneInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:DecemberTwoThousandTwentyOneInvestorWarrantsMember 2023-12-31 0001541157 AKTX:DecemberTwoThousandTwentyOneInvestorWarrantsMember 2024-12-31 0001541157 AKTX:DecemberTwoThousandTwentyOnePlacementAgentWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:DecemberTwoThousandTwentyOnePlacementAgentWarrantsMember 2023-12-31 0001541157 AKTX:DecemberTwoThousandTwentyOnePlacementAgentWarrantsMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyTwoInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyTwoInvestorWarrantsMember 2023-12-31 0001541157 AKTX:MarchTwoThousandTwentyTwoInvestorWarrantsMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyTwoPlacementAgentWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyTwoPlacementAgentWarrantsMember 2023-12-31 0001541157 AKTX:MarchTwoThousandTwentyTwoPlacementAgentWarrantsMember 2024-12-31 0001541157 AKTX:OctoberTwoThousandTwentyThreeInvestorPreFundedWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:OctoberTwoThousandTwentyThreeInvestorPreFundedWarrantsMember 2023-12-31 0001541157 AKTX:OctoberTwoThousandTwentyThreeInvestorPreFundedWarrantsMember 2024-12-31 0001541157 AKTX:OctoberTwoThousandTwentyThreePlacementAgentWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:OctoberTwoThousandTwentyThreePlacementAgentWarrantsMember 2023-12-31 0001541157 AKTX:OctoberTwoThousandTwentyThreePlacementAgentWarrantsMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyFourPlacementAgentWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyFourPlacementAgentWarrantsMember 2023-12-31 0001541157 AKTX:MarchTwoThousandTwentyFourPlacementAgentWarrantsMember 2024-12-31 0001541157 AKTX:MayTwoThousandTwentyFourInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:MayTwoThousandTwentyFourInvestorWarrantsMember 2023-12-31 0001541157 AKTX:MayTwoThousandTwentyFourInvestorWarrantsMember 2024-12-31 0001541157 AKTX:MayTwoThousandTwentyFourPlacementAgentWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:MayTwoThousandTwentyFourPlacementAgentWarrantsMember 2023-12-31 0001541157 AKTX:MayTwoThousandTwentyFourPlacementAgentWarrantsMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyFourInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyFourInvestorWarrantsMember 2023-12-31 0001541157 AKTX:NovemberTwoThousandTwentyFourInvestorWarrantsMember 2024-12-31 0001541157 srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAInvestorWarrantsMember 2023-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesAInvestorWarrantsMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBInvestorWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBInvestorWarrantsMember 2023-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBInvestorWarrantsMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2023-12-31 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2023-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2024-12-31 0001541157 AKTX:OctoberTwoThousandTwentyThreeInvestorPreFundedWarrantsMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyFIveInvestorPreFundedWarrantsMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyFIveInvestorPreFundedWarrantsMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsMember 2025-09-30 0001541157 AKTX:MarchTwoThousandTwentyFiveSeriesAInvestorWarrantsMember 2025-09-30 0001541157 AKTX:MarchTwoThousandTwentyFiveSeriesAInvestorWarrantsMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyFiveSeriesAInvestorWarrantsOneMember 2025-09-30 0001541157 AKTX:MarchTwoThousandTwentyFiveSeriesAInvestorWarrantsOneMember 2024-12-31 0001541157 AKTX:MarchTwoThousandTwentyFiveSeriesBInvestorWarrantsMember 2025-09-30 0001541157 AKTX:MarchTwoThousandTwentyFiveSeriesBInvestorWarrantsMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyFiveSeriesAInvestorWarrantsMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyFiveSeriesAInvestorWarrantsMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyFiveSeriesAInvestorWarrantsOneMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyFiveSeriesAInvestorWarrantsOneMember 2024-12-31 0001541157 AKTX:AprilTwoThousandTwentyFiveSeriesBInvestorWarrantsMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyFiveSeriesBInvestorWarrantsMember 2024-12-31 0001541157 AKTX:MayTwoThousandTwentyFourInvestorWarrantsMember 2025-09-30 0001541157 AKTX:MarchTwoThousandTwentyFourPlacementAgentWarrantsMember 2025-09-30 0001541157 AKTX:MayTwoThousandTwentyFourPlacementAgentWarrantsMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyFourInvestorWarrantsMember 2025-09-30 0001541157 AKTX:OctoberTwoThousandTwentyThreePlacementAgentWarrantsMember 2025-09-30 0001541157 AKTX:MarchTwoThousandTwentyTwoInvestorWarrantsMember 2025-09-30 0001541157 AKTX:MarchTwoThousandTwentyTwoPlacementAgentWarrantsMember 2025-09-30 0001541157 AKTX:DecemberTwoThousandTwentyOneInvestorWarrantsMember 2025-09-30 0001541157 AKTX:DecemberTwoThousandTwentyOnePlacementAgentWarrantsMember 2025-09-30 0001541157 AKTX:TwoThousandTwentyInvestorWarrantsMember 2025-09-30 0001541157 AKTX:JulyTwoThousandTwentyOnePlacementAgentWarrantsMember 2025-09-30 0001541157 AKTX:TwoThousandTwentyPlacementWarrantsMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsOneMember 2025-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreePeakBioWarrantsOneMember 2024-12-31 0001541157 AKTX:SeptemberTwoThousandTwentyTwoSeriesBInvestorWarrantsMember 2025-09-30 0001541157 AKTX:NovemberTwoThousandTwentyTwoPeakBioWarrantsMember 2025-09-30 0001541157 us-gaap:WarrantMember srt:ScenarioPreviouslyReportedMember 2023-12-31 0001541157 us-gaap:WarrantMember srt:ScenarioPreviouslyReportedMember 2024-01-01 2024-12-31 0001541157 us-gaap:WarrantMember srt:ScenarioPreviouslyReportedMember 2024-12-31 0001541157 us-gaap:WarrantMember 2024-12-31 0001541157 us-gaap:WarrantMember 2025-01-01 2025-09-30 0001541157 us-gaap:WarrantMember 2025-09-30 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeMember 2024-11-07 2024-11-07 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeMember srt:MaximumMember 2024-11-07 0001541157 AKTX:EquityIncentivePlanTwentyThousandFourteenMember 2024-11-07 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeMember srt:MaximumMember 2023-06-30 0001541157 AKTX:EquityIncentivePlanTwentyThousandFourteenMember srt:MaximumMember 2024-11-07 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeMember 2024-12-31 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeAndFourteenMember 2024-01-01 2024-12-31 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeAndFourteenMember srt:MaximumMember 2024-01-01 2024-12-31 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeAndFourteenMember srt:MinimumMember us-gaap:ShareBasedPaymentArrangementEmployeeMember 2024-01-01 2024-12-31 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeAndFourteenMember srt:MaximumMember us-gaap:ShareBasedPaymentArrangementEmployeeMember 2024-01-01 2024-12-31 0001541157 AKTX:EquityIncentivePlanTwentyTwentyThreeAndFourteenMember srt:MaximumMember us-gaap:ShareBasedPaymentArrangementNonemployeeMember 2024-01-01 2024-12-31 0001541157 AKTX:EquityIncentivePlanTwentyThousandFourteenMember 2023-12-31 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositaryReceiptsMember 2024-01-01 2024-12-31 0001541157 AKTX:PeakBioMember 2024-01-01 2024-12-31 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositaryReceiptsMember srt:MinimumMember 2024-01-01 2024-12-31 0001541157 AKTX:PeakBioMember AKTX:AmericanDepositaryReceiptsMember srt:MaximumMember 2024-01-01 2024-12-31 0001541157 srt:MaximumMember AKTX:EquityIncentivePlan2023And2014Member 2023-01-01 2023-12-31 0001541157 srt:MinimumMember us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2024-01-01 2024-12-31 0001541157 srt:MaximumMember us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2024-01-01 2024-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2024-01-01 2024-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2023-01-01 2023-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2024-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2023-12-31 0001541157 AKTX:UnvestedStockOptionMember 2024-12-31 0001541157 AKTX:UnvestedStockOptionMember 2024-01-01 2024-12-31 0001541157 srt:MinimumMember us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2025-01-01 2025-09-30 0001541157 srt:MaximumMember us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2025-01-01 2025-09-30 0001541157 us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2025-01-01 2025-09-30 0001541157 us-gaap:RestrictedStockUnitsRSUMember AKTX:EquityIncentivePlan2014Member 2024-01-01 2024-09-30 0001541157 us-gaap:PerformanceSharesMember 2025-01-01 2025-09-30 0001541157 us-gaap:PerformanceSharesMember 2025-07-01 2025-09-30 0001541157 us-gaap:PerformanceSharesMember 2025-09-30 0001541157 AKTX:UnvestedStockOptionMember 2025-09-30 0001541157 AKTX:UnvestedStockOptionMember 2025-01-01 2025-09-30 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2025-09-30 0001541157 us-gaap:EmployeeStockOptionMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:TwoThousandTwentyTwoLongTermIncentivePlanMember AKTX:PeakBioIncMember 2022-03-01 2022-03-01 0001541157 AKTX:TwoThousandTwentyTwoLongTermIncentivePlanMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember 2023-02-28 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:EmployeeStockOptionMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:EmployeeStockOptionMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 us-gaap:CommonStockMember AKTX:PeakBioIncMember 2024-09-24 2024-09-24 0001541157 us-gaap:CommonStockMember AKTX:AugustValuationMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:AkariMember AKTX:AugustValuationMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:AugustValuationMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:EmployeeStockOptionMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:EquityIncentivePlan2023And2014Member 2023-12-31 0001541157 AKTX:EquityIncentivePlan2023And2014Member 2023-01-01 2023-12-31 0001541157 AKTX:EquityIncentivePlan2023And2014Member 2024-01-01 2024-12-31 0001541157 AKTX:EquityIncentivePlan2023And2014Member 2024-12-31 0001541157 AKTX:EquityIncentivePlan2014EquityIncentivePlan2023AndPeakBio2022LongTermIncentivePlanMember 2024-12-31 0001541157 AKTX:EquityIncentivePlan2014EquityIncentivePlan2023AndPeakBio2022LongTermIncentivePlanMember 2024-01-01 2024-12-31 0001541157 AKTX:EquityIncentivePlan2014EquityIncentivePlan2023AndPeakBio2022LongTermIncentivePlanMember 2025-01-01 2025-09-30 0001541157 AKTX:EquityIncentivePlan2014EquityIncentivePlan2023AndPeakBio2022LongTermIncentivePlanMember 2025-09-30 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2024-12-31 0001541157 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-09-30 0001541157 us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-12-31 0001541157 us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-12-31 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-12-31 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember 2023-01-01 2023-12-31 0001541157 AKTX:RestructuringAndOtherCostsMember 2024-01-01 2024-12-31 0001541157 AKTX:RestructuringAndOtherCostsMember 2023-01-01 2023-12-31 0001541157 AKTX:InterimCeoAgreementMember 2024-05-31 2024-05-31 0001541157 2024-09-16 2024-09-16 0001541157 AKTX:AmendmentInterimCEOAgreementMember 2024-01-01 2024-12-31 0001541157 AKTX:AmendmentInterimCEOAgreementMember srt:MaximumMember 2024-01-01 2024-12-31 0001541157 AKTX:AmendmentInterimCEOAgreementMember AKTX:FullyVestedOrdinarySharesMember 2024-01-01 2024-12-31 0001541157 AKTX:JanuaryTwoThousandTwentyFourNoteMember AKTX:DrHuhMember 2024-12-31 0001541157 AKTX:JanuaryTwoThousandTwentyFourNoteMember us-gaap:PrivatePlacementMember 2024-01-01 2024-12-31 0001541157 AKTX:JanuaryTwoThousandTwentyFourNoteMember us-gaap:PrivatePlacementMember 2024-12-31 0001541157 AKTX:JanuaryTwoThousandTwentyFourNoteMember srt:MaximumMember 2024-11-14 2024-12-31 0001541157 AKTX:JanuaryTwoThousandTwentyFourNoteMember 2024-12-31 0001541157 AKTX:TwoThousandTwentyOneNotesMember AKTX:DrHuhMember 2024-11-14 0001541157 AKTX:TwoThousandTwentyOneNotesMember 2024-12-31 0001541157 AKTX:TwoThousandTwentyOneNotesMember AKTX:DrHuhMember 2024-12-31 0001541157 AKTX:TwoThousandTwentyOneNotesMember srt:MaximumMember 2024-11-14 2024-12-31 0001541157 AKTX:TwoThousandTwentyOneNotesMember 2024-01-01 2024-12-31 0001541157 AKTX:TwoThousandTwentyOneNotesMember 2025-03-17 2025-03-17 0001541157 us-gaap:ConvertibleDebtMember 2024-05-10 0001541157 us-gaap:ConvertibleDebtMember AKTX:AmericanDepositaryReceiptsMember 2024-10-01 2024-10-31 0001541157 AKTX:AmericanDepositaryReceiptsMember 2024-10-31 0001541157 us-gaap:ConvertibleDebtMember 2024-10-01 2024-10-31 0001541157 AKTX:TheDoctorsLaboratoryMember 2024-01-01 2024-12-31 0001541157 AKTX:TheDoctorsLaboratoryMember 2023-01-01 2023-12-31 0001541157 us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001541157 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001541157 us-gaap:RelatedPartyMember srt:MaximumMember 2024-12-31 0001541157 us-gaap:RelatedPartyMember srt:MaximumMember 2023-12-31 0001541157 us-gaap:RelatedPartyMember 2024-12-31 0001541157 AKTX:InterimCeoAgreementMember 2024-09-16 2024-09-16 0001541157 AKTX:AmendmentInterimCEOAgreementMember 2024-09-16 2024-09-16 0001541157 AKTX:AmendmentInterimCEOAgreementMember 2025-07-01 2025-09-30 0001541157 AKTX:AmendmentInterimCEOAgreementMember 2025-01-01 2025-09-30 0001541157 AKTX:TwoThousandTwentyOneNotesMember 2021-11-14 0001541157 AKTX:JanuaryTwoThousandTwentyFourNotesMember AKTX:DrHuhMember 2024-11-14 0001541157 AKTX:JanuaryTwoThousandTwentyFourNotesMember 2021-11-14 0001541157 AKTX:TwoThousandTwentyOneNotesMember 2025-03-01 2025-03-31 0001541157 AKTX:AugustTwentyThousandTwentyFiveNotesOfferingMember AKTX:DrHuhMember 2025-09-30 0001541157 AKTX:AugustTwentyThousandTwentyFiveNotesOfferingMember AKTX:DrHuhMember 2025-09-01 2025-09-30 0001541157 AKTX:JanuaryTwentyThousandTwentyFourNotesMember AKTX:DrHuhMember 2025-09-30 0001541157 AKTX:JanuaryTwentyThousandTwentyFourNotesMember 2025-09-30 0001541157 AKTX:TwoThousandTwentyOneNotesMember 2025-09-30 0001541157 AKTX:JanuaryTwoThousandTwentyFourNoteMember 2025-09-30 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember AKTX:DrHuhMember 2025-08-01 2025-08-31 0001541157 AKTX:AugustTwoThousandTwentyFiveNotesMember AKTX:DrHuhMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember AKTX:MarchSixTwentyThirtyMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember AKTX:AprilTwentyFiveTwentyThirtyMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember us-gaap:MeasurementInputSharePriceMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember AKTX:SeriesAWarrantsMember us-gaap:MeasurementInputExpectedTermMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember us-gaap:MeasurementInputSharePriceMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember us-gaap:MeasurementInputPriceVolatilityMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember us-gaap:MeasurementInputExpectedTermMember 2025-08-31 0001541157 AKTX:WarrantAmendmentAgreementsMember 2025-08-01 2025-08-31 0001541157 us-gaap:ConvertibleDebtMember 2024-05-10 2024-05-10 0001541157 us-gaap:ConvertibleDebtMember 2025-01-01 2025-09-30 0001541157 2024-10-31 0001541157 srt:MaximumMember AKTX:JanuaryTwoThousandTwentyFourNoteMember us-gaap:ConvertibleDebtMember 2025-07-01 2025-09-30 0001541157 srt:MaximumMember AKTX:JanuaryTwoThousandTwentyFourNoteMember us-gaap:ConvertibleDebtMember 2025-01-01 2025-09-30 0001541157 us-gaap:ConvertibleDebtMember 2025-09-30 0001541157 us-gaap:ConvertibleDebtMember 2024-12-31 0001541157 srt:MaximumMember AKTX:DoctorsLaboratoryMember 2025-07-01 2025-09-30 0001541157 srt:MaximumMember AKTX:DoctorsLaboratoryMember 2025-01-01 2025-09-30 0001541157 srt:MaximumMember AKTX:DoctorsLaboratoryMember 2024-07-01 2024-09-30 0001541157 srt:MaximumMember AKTX:DoctorsLaboratoryMember 2024-01-01 2024-09-30 0001541157 srt:MaximumMember us-gaap:RelatedPartyMember 2025-07-01 2025-09-30 0001541157 srt:MaximumMember us-gaap:RelatedPartyMember 2025-01-01 2025-09-30 0001541157 srt:MaximumMember us-gaap:RelatedPartyMember 2024-07-01 2024-09-30 0001541157 srt:MaximumMember us-gaap:RelatedPartyMember 2024-01-01 2024-09-30 0001541157 srt:MaximumMember us-gaap:RelatedPartyMember 2025-09-30 0001541157 us-gaap:RelatedPartyMember 2025-09-30 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2022-03-01 2022-03-01 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2022-03-01 2023-02-28 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:SubsequentEventMember AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2024-01-31 2024-01-31 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2024-01-01 2024-01-31 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2022-08-01 2022-08-30 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:PhPharmaLtdMember country:KR AKTX:PeakBioIncMember 2024-01-01 2024-04-30 0001541157 AKTX:PhPharmaLtdMember country:KR AKTX:PeakBioIncMember 2024-05-01 2024-07-31 0001541157 AKTX:PhPharmaLtdMember us-gaap:RelatedPartyMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:PhPharmaLtdMember AKTX:AdministrativeServicesAgreementMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:PhPharmaLtdMember AKTX:AdministrativeServicesAgreementMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:FormerChiefExecutiveOfficerMember AKTX:PeakBioIncMember 2024-08-27 2024-08-27 0001541157 AKTX:FormerChiefExecutiveOfficerMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:FormerChiefExecutiveOfficerMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:FormerChiefExecutiveOfficerMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember 2024-01-01 2024-12-31 0001541157 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember us-gaap:ForeignPlanMember 2024-01-01 2024-12-31 0001541157 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember 2023-01-01 2023-12-31 0001541157 AKTX:BayerAcquisitionAgreementMember 2024-12-31 0001541157 us-gaap:RestrictedStockMember 2024-01-01 2024-12-31 0001541157 srt:MaximumMember 2025-07-01 2025-09-30 0001541157 srt:MaximumMember 2024-07-01 2024-09-30 0001541157 srt:MaximumMember 2025-01-01 2025-09-30 0001541157 srt:MaximumMember 2024-01-01 2024-09-30 0001541157 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember 2025-01-01 2025-09-30 0001541157 us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember us-gaap:ForeignPlanMember 2025-01-01 2025-09-30 0001541157 srt:MaximumMember us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember 2025-07-01 2025-09-30 0001541157 srt:MaximumMember us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember 2025-01-01 2025-09-30 0001541157 srt:MaximumMember us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember 2024-07-01 2024-09-30 0001541157 srt:MaximumMember us-gaap:WithdrawalFromMultiemployerDefinedBenefitPlanMember 2024-01-01 2024-09-30 0001541157 AKTX:BayerAcquisitionAgreementMember 2025-09-30 0001541157 srt:MaximumMember 2025-05-31 0001541157 2025-05-30 2025-05-30 0001541157 us-gaap:CommonStockMember 2025-01-01 2025-09-30 0001541157 AKTX:SabbyMember 2025-05-07 0001541157 AKTX:SettlementAgreementMember 2025-07-01 2025-09-30 0001541157 AKTX:SettlementAgreementMember 2025-01-01 2025-09-30 0001541157 AKTX:SettlementAgreementMember 2025-04-04 0001541157 AKTX:BayerAcquisitionAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:BayerAcquisitionAgreementMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:BayerAcquisitionAgreementMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:BayerAcquisitionAgreementMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember 2024-08-14 0001541157 AKTX:PeakBioIncMember 2024-09-20 2024-09-20 0001541157 AKTX:BayerAcquisitionAgreementMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 country:GB 2024-01-01 2024-12-31 0001541157 country:GB 2023-01-01 2023-12-31 0001541157 country:US 2024-01-01 2024-12-31 0001541157 country:US 2023-01-01 2023-12-31 0001541157 us-gaap:ForeignCountryMember 2024-01-01 2024-12-31 0001541157 us-gaap:ForeignCountryMember 2023-01-01 2023-12-31 0001541157 2023-03-31 2023-03-31 0001541157 2023-04-01 2023-04-01 0001541157 country:GB 2024-12-31 0001541157 us-gaap:DomesticCountryMember 2024-12-31 0001541157 us-gaap:StateAndLocalJurisdictionMember 2024-12-31 0001541157 srt:MaximumMember country:CH 2024-12-31 0001541157 country:KR 2024-12-31 0001541157 AKTX:PeakBioMember 2024-12-31 0001541157 us-gaap:ForeignCountryMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:DomesticCountryMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:StateAndLocalJurisdictionMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:StateAndLocalJurisdictionMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:ForeignCountryMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:DomesticCountryMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:HSCTTMAAK901ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-12-31 0001541157 AKTX:HSCTTMAAK901ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2023-01-01 2023-12-31 0001541157 AKTX:BPAK802ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-12-31 0001541157 AKTX:BPAK802ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2023-01-01 2023-12-31 0001541157 AKTX:ADCPreClinicalDevelopmentMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-12-31 0001541157 AKTX:ADCPreClinicalDevelopmentMember AKTX:SignificantSegmentExpenseCategoryMember 2023-01-01 2023-12-31 0001541157 AKTX:ChemistryManufacturingAndControlMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-12-31 0001541157 AKTX:ChemistryManufacturingAndControlMember AKTX:SignificantSegmentExpenseCategoryMember 2023-01-01 2023-12-31 0001541157 AKTX:OtherExternalDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-12-31 0001541157 AKTX:OtherExternalDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2023-01-01 2023-12-31 0001541157 AKTX:InternalAndOtherResearchAndDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-12-31 0001541157 AKTX:InternalAndOtherResearchAndDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2023-01-01 2023-12-31 0001541157 AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-12-31 0001541157 AKTX:SignificantSegmentExpenseCategoryMember 2023-01-01 2023-12-31 0001541157 AKTX:ADCPreClinicalDevelopmentMember AKTX:SignificantSegmentExpenseCategoryMember 2025-07-01 2025-09-30 0001541157 AKTX:ADCPreClinicalDevelopmentMember AKTX:SignificantSegmentExpenseCategoryMember 2024-07-01 2024-09-30 0001541157 AKTX:ADCPreClinicalDevelopmentMember AKTX:SignificantSegmentExpenseCategoryMember 2025-01-01 2025-09-30 0001541157 AKTX:ADCPreClinicalDevelopmentMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-09-30 0001541157 AKTX:HSCTTMAAK901ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2025-07-01 2025-09-30 0001541157 AKTX:HSCTTMAAK901ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2024-07-01 2024-09-30 0001541157 AKTX:HSCTTMAAK901ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2025-01-01 2025-09-30 0001541157 AKTX:HSCTTMAAK901ProgramMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-09-30 0001541157 AKTX:ChemistryManufacturingAndControlMember AKTX:SignificantSegmentExpenseCategoryMember 2025-07-01 2025-09-30 0001541157 AKTX:ChemistryManufacturingAndControlMember AKTX:SignificantSegmentExpenseCategoryMember 2024-07-01 2024-09-30 0001541157 AKTX:ChemistryManufacturingAndControlMember AKTX:SignificantSegmentExpenseCategoryMember 2025-01-01 2025-09-30 0001541157 AKTX:ChemistryManufacturingAndControlMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-09-30 0001541157 AKTX:OtherExternalDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2025-07-01 2025-09-30 0001541157 AKTX:OtherExternalDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2024-07-01 2024-09-30 0001541157 AKTX:OtherExternalDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2025-01-01 2025-09-30 0001541157 AKTX:OtherExternalDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-09-30 0001541157 AKTX:InternalAndOtherResearchAndDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2025-07-01 2025-09-30 0001541157 AKTX:InternalAndOtherResearchAndDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2024-07-01 2024-09-30 0001541157 AKTX:InternalAndOtherResearchAndDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2025-01-01 2025-09-30 0001541157 AKTX:InternalAndOtherResearchAndDevelopmentExpenseMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-09-30 0001541157 AKTX:UKResearchAndDevelopmentTaxCreditMember AKTX:SignificantSegmentExpenseCategoryMember 2025-07-01 2025-09-30 0001541157 AKTX:UKResearchAndDevelopmentTaxCreditMember AKTX:SignificantSegmentExpenseCategoryMember 2024-07-01 2024-09-30 0001541157 AKTX:UKResearchAndDevelopmentTaxCreditMember AKTX:SignificantSegmentExpenseCategoryMember 2025-01-01 2025-09-30 0001541157 AKTX:UKResearchAndDevelopmentTaxCreditMember AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-09-30 0001541157 AKTX:SignificantSegmentExpenseCategoryMember 2025-07-01 2025-09-30 0001541157 AKTX:SignificantSegmentExpenseCategoryMember 2024-07-01 2024-09-30 0001541157 AKTX:SignificantSegmentExpenseCategoryMember 2025-01-01 2025-09-30 0001541157 AKTX:SignificantSegmentExpenseCategoryMember 2024-01-01 2024-09-30 0001541157 us-gaap:SubsequentEventMember AKTX:NovemberTwoThousandTwentyThreeNotePayableMember 2025-02-28 0001541157 AKTX:AmericanDepositoryReceiptsMember us-gaap:PrivatePlacementMember us-gaap:SubsequentEventMember 2025-03-02 2025-03-02 0001541157 AKTX:OrdinarySharesMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 0001541157 us-gaap:PrivatePlacementMember 2024-01-01 2024-12-31 0001541157 srt:MaximumMember AKTX:TierOneInvestorsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 0001541157 AKTX:TierOneInvestorsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 2025-03-02 0001541157 AKTX:TierOneInvestorsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 0001541157 srt:MinimumMember AKTX:AmericanDepositoryReceiptsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 0001541157 srt:MaximumMember AKTX:AmericanDepositoryReceiptsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 0001541157 AKTX:AmericanDepositoryReceiptsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 0001541157 srt:MinimumMember AKTX:TierThreeInvestorsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 0001541157 AKTX:TierThreeInvestorsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 2025-03-02 0001541157 AKTX:TierThreeInvestorsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember AKTX:SeriesAWarrantsMember 2025-03-02 0001541157 AKTX:TierThreeInvestorsMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember AKTX:SeriesBWarrantsMember 2025-03-02 0001541157 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2025-03-02 2025-03-02 0001541157 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember AKTX:PrefundedWarrantsMember 2025-03-02 0001541157 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember AKTX:PrefundedWarrantsMember AKTX:TierOneInvestorsMember 2025-03-02 2025-03-02 0001541157 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember AKTX:PrefundedWarrantsMember AKTX:AmericanDepositoryReceiptsMember 2025-03-02 2025-03-02 0001541157 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember AKTX:PrefundedWarrantsMember AKTX:TierThreeInvestorsMember 2025-03-02 2025-03-02 0001541157 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember srt:BoardOfDirectorsChairmanMember AKTX:AmericanDepositoryReceiptsMember 2025-03-02 2025-03-02 0001541157 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember AKTX:TwoThousandTwentyOneNotesMember 2025-03-02 2025-03-02 0001541157 us-gaap:SubsequentEventMember 2025-03-02 2025-03-02 0001541157 us-gaap:SubsequentEventMember 2025-03-03 2025-03-03 0001541157 us-gaap:SubsequentEventMember AKTX:TwentyThousandTwentyFiveRegisteredDirectOfferingMember 2025-10-16 2025-10-16 0001541157 us-gaap:SubsequentEventMember AKTX:TwentyThousandTwentyFiveRegisteredDirectOfferingMember AKTX:SeriesEWarrantsMember 2025-10-16 0001541157 us-gaap:SubsequentEventMember AKTX:TwentyThousandTwentyFiveRegisteredDirectOfferingMember AKTX:SeriesFWarrantsMember 2025-10-16 0001541157 us-gaap:SubsequentEventMember AKTX:TwentyThousandTwentyFiveRegisteredDirectOfferingMember 2025-10-16 0001541157 us-gaap:SubsequentEventMember AKTX:SeriesEWarrantsMember 2025-10-16 0001541157 us-gaap:SubsequentEventMember 2025-10-16 0001541157 us-gaap:SubsequentEventMember AKTX:SeriesFWarrantsMember 2025-10-16 0001541157 us-gaap:SubsequentEventMember AKTX:PlacementAgentAgreementMember 2025-10-16 2025-10-16 0001541157 us-gaap:SubsequentEventMember AKTX:PlacementAgentAgreementMember AKTX:SeriesEWarrantsMember AKTX:TwentyThousandTwentyFiveRegisteredDirectOfferingMember 2025-10-16 0001541157 AKTX:DecemberTwoThousandTwentyThreeConvertibleNotesMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-01-01 2024-02-29 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-01-01 2024-02-29 0001541157 AKTX:SeniorSecuredPromissoryNoteMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-01-31 2024-01-31 0001541157 AKTX:SeniorSecuredPromissoryNoteMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-01-31 2024-01-31 0001541157 AKTX:SeniorSecuredPromissoryNoteMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-01-31 0001541157 AKTX:MayTwoThousandTwentyFourConvertibleNotesMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-05-31 2024-05-31 0001541157 AKTX:MayTwoThousandTwentyFourConvertibleNotesMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-07-31 2024-07-31 0001541157 AKTX:MayTwoThousandTwentyFourConvertibleNotesMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-05-31 0001541157 us-gaap:TransferAgentMember AKTX:MayTwoThousandTwentyFourConvertibleNotesMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-05-31 2024-05-31 0001541157 us-gaap:TransferAgentMember AKTX:MayTwoThousandTwentyFourConvertibleNotesMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-01-01 2024-02-29 0001541157 AKTX:FormerNonExecutiveEmployeeMember us-gaap:SubsequentEventMember AKTX:MultiPartyRepaymentAndGeneralReleaseAgreementMember AKTX:PeakBioIncMember 2024-11-01 0001541157 AKTX:FormerNonExecutiveEmployeeMember us-gaap:SubsequentEventMember AKTX:MultiPartyRepaymentAndGeneralReleaseAgreementMember AKTX:PeakBioIncMember 2024-11-01 2024-11-01 0001541157 AKTX:FormerNonExecutiveEmployeeMember us-gaap:SubsequentEventMember AKTX:RepaymentAndGeneralReleaseAgreementMember AKTX:PeakBioIncMember 2024-11-01 0001541157 AKTX:FormerNonExecutiveEmployeeMember us-gaap:SubsequentEventMember AKTX:RepaymentAndGeneralReleaseAgreementMember AKTX:PeakBioIncMember 2024-11-01 2024-11-01 0001541157 srt:ExecutiveOfficerMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-11-01 0001541157 srt:ExecutiveOfficerMember us-gaap:SubsequentEventMember AKTX:PeakBioIncMember 2024-11-01 2024-11-01 0001541157 us-gaap:SubsequentEventMember AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-11-01 0001541157 us-gaap:SubsequentEventMember AKTX:April2023ConvertibleNotesMember AKTX:PeakBioIncMember 2024-11-01 2024-11-01 0001541157 us-gaap:InProcessResearchAndDevelopmentMember AKTX:AKTXOneZeroOneMember 2025-09-30 0001541157 us-gaap:InProcessResearchAndDevelopmentMember AKTX:PHPThreeZeroThreeMember 2025-09-30 0001541157 us-gaap:InProcessResearchAndDevelopmentMember 2025-09-30 0001541157 us-gaap:InProcessResearchAndDevelopmentMember AKTX:AKTXOneZeroOneMember 2024-12-31 0001541157 us-gaap:InProcessResearchAndDevelopmentMember AKTX:PHPThreeZeroThreeMember 2024-12-31 0001541157 us-gaap:InProcessResearchAndDevelopmentMember 2024-12-31 0001541157 AKTX:KeyCompanyStockholderForwardPurchaseAgreementMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:KeyCompanyStockholderForwardPurchaseAgreementMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:KeyCompanyStockholderForwardPurchaseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:KeyCompanyStockholderForwardPurchaseAgreementMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-11-01 2023-11-01 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesUnderRelatedPartyMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:WhiteLionPurchaseAgreementMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 0001541157 AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:ResearchAndDevelopmentExpenseMember 2025-07-01 2025-09-30 0001541157 us-gaap:ResearchAndDevelopmentExpenseMember 2024-07-01 2024-09-30 0001541157 us-gaap:ResearchAndDevelopmentExpenseMember 2025-01-01 2025-09-30 0001541157 us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-09-30 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember 2025-07-01 2025-09-30 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember 2024-07-01 2024-09-30 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember 2025-01-01 2025-09-30 0001541157 us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-09-30 0001541157 AKTX:RestructuringAndOtherCostsMember 2025-07-01 2025-09-30 0001541157 AKTX:RestructuringAndOtherCostsMember 2024-07-01 2024-09-30 0001541157 AKTX:RestructuringAndOtherCostsMember 2025-01-01 2025-09-30 0001541157 AKTX:RestructuringAndOtherCostsMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:ResearchAndDevelopmentExpenseMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:GeneralAndAdministrativeExpenseMember 2023-01-01 2023-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:GeneralAndAdministrativeExpenseMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:ResearchAndDevelopmentExpenseMember 2024-07-01 2024-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:ResearchAndDevelopmentExpenseMember 2023-07-01 2023-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:GeneralAndAdministrativeExpenseMember 2024-07-01 2024-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:GeneralAndAdministrativeExpenseMember 2023-07-01 2023-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-09-30 0001541157 AKTX:PeakBioIncMember us-gaap:GeneralAndAdministrativeExpenseMember 2023-01-01 2023-09-30 0001541157 2024-05-01 2024-05-30 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember 2022-10-01 2022-10-31 0001541157 AKTX:PeakBioIncMember 2022-10-31 0001541157 AKTX:RecapitalizationMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember AKTX:LabEquipmentMember 2023-12-31 0001541157 AKTX:PeakBioIncMember AKTX:LabEquipmentMember 2022-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:LeaseholdImprovementsMember 2023-12-31 0001541157 AKTX:PeakBioIncMember us-gaap:LeaseholdImprovementsMember 2022-12-31 0001541157 AKTX:PeakBioIncMember AKTX:ComputerAndOfficeEquipmentMember 2023-12-31 0001541157 AKTX:PeakBioIncMember AKTX:ComputerAndOfficeEquipmentMember 2022-12-31 0001541157 AKTX:PeakBioIncMember AKTX:ComputerSoftwareMember 2023-12-31 0001541157 AKTX:PeakBioIncMember AKTX:ComputerSoftwareMember 2022-12-31 0001541157 AKTX:PhPharmaCoLtdMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PhPharmaCoLtdMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 srt:DirectorMember AKTX:PeakBioIncMember 2023-12-31 0001541157 srt:DirectorMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:FormerDirectorsAndOfficersMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:FormerDirectorsAndOfficersMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:AccruedLiabilitiesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:OtherNoncurrentLiabilitiesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PaloAltoLeaseMember AKTX:PeakBioIncMember 2021-10-01 2021-10-31 0001541157 AKTX:PaloAltoLeaseMember AKTX:PeakBioIncMember 2021-10-31 0001541157 AKTX:PaloAltoLeaseMember AKTX:PeakBioIncMember 2021-10-01 2021-10-01 0001541157 AKTX:PaloAltoLeaseMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PhPharmaLtdMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:PeakBioIncMember 2021-10-01 2021-10-01 0001541157 AKTX:PeakBioIncMember 2021-10-01 2021-10-31 0001541157 AKTX:PaloAltoLeaseMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:PeakBioIncMember 2023-01-01 2024-01-31 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:PeakBioIncMember 2024-06-03 2024-06-03 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:PeakBioIncMember 2024-09-17 2024-09-17 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:SecuredPromissoryNoteMember AKTX:PeakBioIncMember 2024-09-17 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:SecuredPromissoryNoteMember AKTX:PeakBioIncMember 2024-09-17 2024-09-17 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:PaloAltoCaliforniaMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:VennLicenseAgreementMember AKTX:PeakBioIncMember 2019-01-01 2019-12-31 0001541157 AKTX:VennLicenseAgreementMember AKTX:PeakBioIncMember 2019-12-31 0001541157 AKTX:April2023ConvertibleNoteWarrantsAndPrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2022-11-01 2022-11-01 0001541157 AKTX:April2023ConversionFeatureLiabilityRelatedToConvertibleNotesMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:April2023ConversionFeatureLiabilityRelatedToConvertibleNotesMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:April2023ConvertibleNoteWarrantsAndPrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PublicWarrantsMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsRelatedPartyMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:WarrantMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:PublicWarrantsMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:AprilTwoThousandTwentyThreeConvertibleNoteWarrantsRelatedPartyMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:WarrantMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel1Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:WarrantLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:WarrantLiabilityMember us-gaap:FairValueInputsLevel1Member AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:WarrantLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:WarrantLiabilityMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel1Member AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:DerivativeAssetMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel1Member AKTX:DerivativeAssetMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:DerivativeAssetMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:DerivativeAssetMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel1Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:WarrantLiabilityMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:WarrantLiabilityMember us-gaap:FairValueInputsLevel1Member AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:WarrantLiabilityMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:WarrantLiabilityMember AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel1Member AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel1Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:DerivativeLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:WarrantLiabilityMember srt:MaximumMember AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:WarrantLiabilityMember us-gaap:FairValueInputsLevel1Member AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:WarrantLiabilityMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:WarrantLiabilityMember srt:MaximumMember AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel1Member AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel2Member AKTX:PeakBioIncMember 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:WarrantLiabilityMember srt:MaximumMember AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:WarrantLiabilityMember srt:MaximumMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:ForwardSharePurchaseLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2021-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:ForwardSharePurchaseLiabilityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:ForwardSharePurchaseLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:ForwardSharePurchaseLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:ForwardSharePurchaseLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2022-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-01-01 2023-03-31 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-04-01 2023-06-30 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2023-07-01 2023-09-30 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-09-30 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2023-12-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-01-01 2024-03-31 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-03-31 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-04-01 2024-06-30 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-06-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:KeyCompanyStockholderForwardLiabilityAssetMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:PrivatePlacementWarrantsLiabilityMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:November2022ConvertibleNoteLiabilityMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:April2023ConvertibleNotesWarrantsLiabilityMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:December2023ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 us-gaap:FairValueInputsLevel3Member AKTX:May2024ConversionFeatureLiabilityMember AKTX:PeakBioIncMember 2024-07-01 2024-09-30 0001541157 AKTX:WhiteLionDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:KeyCompanyStockholderForwardLiabilityAssetMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:PrivatePlacementWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:November2022ConvertibleNoteLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:April2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:April2023ConvertibleNotesWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:December2023ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:May2024ConversionFeatureLiabilityMember us-gaap:FairValueInputsLevel3Member AKTX:PeakBioIncMember 2024-09-30 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2023-12-31 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2022-12-31 0001541157 AKTX:PrivatePlacementWarrantsMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:GrantMember AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:Covid19TherapeuticMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:GrantMember AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:PeakBioIncMember 2023-01-01 2023-12-31 0001541157 us-gaap:GrantMember AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:PeakBioIncMember 2022-01-01 2022-12-31 0001541157 us-gaap:GrantMember AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:Covid19TherapeuticMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 us-gaap:GrantMember AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:PeakBioIncMember 2024-01-01 2024-09-30 0001541157 us-gaap:GrantMember AKTX:UsArmyMedicaResearchAcquisitionActivityMember AKTX:PeakBioIncMember 2023-01-01 2023-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure AKTX:Integer AKTX:Segment AKTX:Milestone AKTX:Instrument

As filed with the Securities and Exchange Commission on January 23, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AKARI THERAPEUTICS, PLC

(Exact name of registrant as specified in its charter)

England and Wales

2834

98-1034922

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Code)

(I.R.S. Employer

Identification No.)

401 EEast Jackson St, Suite 3300

Tampa, FL 33602

(929) 274-7510

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Abizer Gaslightwala

President and Chief Executive Officer

401 EEast Jackson St, Suite 3300

Tampa, FL 33602

(929) 274-7510

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gary Emmanuel, Esq.

Win Rutherfurd, Esq.

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Tel: (212) 801-9200

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling ~~shareholders~~stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ~~NOVEMBER~~JANUARY 1723, ~~2025~~2026

Akari Therapeutics, PLC

1234,~~750~~680,~~000,000~~906 ~~Ordinary~~American Depositary Shares ~~Represented~~Representing ~~by 6~~69,~~375~~361,812,000 ~~American~~Ordinary ~~Depositary~~ Shares

This prospectus relates to the ~~resale,~~offer ~~from~~and ~~time to time~~sale, by the selling ~~shareholders~~stockholders identified in this prospectus, or the selling ~~shareholders~~stockholders, from time to time of up to an34,680,906 ~~aggregate~~American ofDepositary 12Shares,~~750~~ or ADSs,~~000~~ each representing 2,000 ordinary shares, ~~par value~~ $0.~~0001~~000000005 nominal value per share, or the Ordinary Shares, ~~of Akari Therapeutics, Plc, represented by 6,375,000 American Depositary Shares, or ADSs,~~ consisting of: (i) 612,~~250~~607,~~000,000~~487 ~~Ordinary~~ADSs ~~Shares~~representing ~~represented by 3~~25,~~125~~214,~~000 ADSs~~974,000 Ordinary Shares issuable upon the exercise of unregistered Series EG Warrants issued asin ~~part of~~ a concurrent private placement inconducted ~~October~~together with a registered direct offering in December 2025, or the ~~Private~~Registered ~~Placement~~Direct Offering, (ii) 62,~~250~~563,~~000,000~~713 ~~Ordinary~~ADSs ~~Shares~~representing ~~represented by 3~~5,~~125~~127,426,000 ~~ADSs,~~Ordinary Shares issuable upon ~~the~~ exercise of ~~Series~~unregistered pre-funded Fwarrants, or the Pre-Funded Warrants, issued asin ~~part~~a ofconcurrent private placement, or the Private Placement, and together with the Registered Direct Offering, the December 2025 Offerings, (iii) ~~250~~9,~~000~~502,703 ADSs representing 19,005,406,000 Ordinary Shares issuable ~~represented~~upon byexercise ~~125~~of Pre-Funded Warrants issued in a privately negotiated note cancellation and exchange,~~000~~ or the Exchange, (iv) 9,502,703 ADSs representing 19,005,406,000 Ordinary Shares issuable upon ~~the~~ exercise of unregistered note exchange warrants, ~~issued~~or to the ~~placement~~Note Exchange ~~agent~~Warrants, ~~and~~issued ~~its~~in ~~designees~~the asExchange, ~~compensation~~and ~~for~~(v) ~~their~~504,300 ~~services~~ADSs inrepresenting ~~connection~~1,008,600,000 ~~with~~Ordinary ~~the~~Shares ~~Private~~issuable ~~Placement~~upon ~~and~~exercise ~~a concurrent~~of ~~registered~~placement ~~direct~~agent ~~offering.~~warrants Weissued ~~refer~~in toconnection with the ~~Series~~Offerings, Eor the Placement Agent Warrants, and collectively with the foregoing Series FG Warrants, ~~collectively~~Pre-Funded asWarrants ~~the~~and ~~Common~~Note Exchange Warrants, the Warrants.

We ~~are~~agreed ~~not~~to ~~selling~~call ~~any~~a ~~ADSs~~meeting ~~representing~~of ~~Ordinary~~our ~~Shares~~shareholders, ~~being~~the ~~offered~~Special byMeeting, ~~this~~for ~~prospectus~~the ~~and~~purpose ~~will~~of ~~not~~obtaining, ~~receive~~among ~~any~~other ofthings, shareholder approval, the ~~proceeds~~Shareholder ~~from~~ Approval, of the ~~sale~~issuance of ~~such~~the ~~ADSs~~Ordinary Shares represented by the ~~selling~~ADSs ~~shareholders~~underlying the Warrants within seventy-five (75) days of the closing date of the December 2025 Offerings and the Exchange. ~~However~~If Shareholder Approval is not obtained at the Special Meeting, we ~~may~~will ~~receive~~call upa meeting every forty (40) days thereafter to ~~$6,250,000~~seek ~~proceeds~~Shareholder ~~from~~Approval ~~any~~until ~~exercise~~Shareholder ofApproval ~~warrants~~is ifobtained or the ~~selling~~Warrants ~~shareholders~~are dono ~~not~~longer ~~exercise~~outstanding. The exercisability of the ~~warrants~~Warrants ondescribed abelow ~~cashless~~is ~~basis,~~conditioned ifupon Shareholder Approval and, ~~when~~until such approval is obtained, the Warrants may not be exercised. ~~See~~for ~~“Use~~ADSs ofrepresenting ~~Proceeds~~Ordinary Shares.”.

~~The~~We are not selling ~~shareholders~~any ~~may~~ADSs ~~sell~~being oroffered ~~otherwise~~by ~~dispose~~this prospectus and will not receive any of the ~~ADSs~~proceeds ~~representing~~from ~~Ordinary~~the ~~Shares~~sale ~~described~~of insuch ~~this~~shares ~~prospectus~~by ~~in different~~the ~~ways~~selling ~~and~~stockholders. atAll ~~varying~~net ~~prices.~~proceeds ~~See~~from ~~“Plan~~the sale of ~~Distribution”~~the ~~for~~ADSs ~~more~~covered ~~information~~by ~~about~~this ~~how~~prospectus will go to the ~~selling~~Selling ~~shareholders~~Stockholders. However, we may ~~sell~~receive ~~or otherwise~~the ~~dispose~~proceeds from any exercise of ~~ADSs~~Warrants ~~representing~~if ~~Ordinary~~the ~~Shares~~holders ~~being~~do ~~registered~~not ~~pursuant~~exercise tothe ~~this~~Warrants ~~prospectus~~on a cashless basis. See “Use of Proceeds.”

WeThe ~~will~~selling ~~pay~~stockholders ~~the~~may ~~expenses~~sell ofor ~~registering~~otherwise ~~the~~dispose ~~offer and sale~~ of the ADSs representing Ordinary Shares ~~under~~described ~~the~~in ~~Securities~~this ~~Act~~prospectus ofin ~~1933, as~~different ~~amended,~~ways orand ~~the~~at ~~Securities~~varying ~~Act,~~prices. toSee ~~which~~“Plan ~~this~~of ~~prospectus~~Distribution” ~~relates~~for bymore information about how the selling ~~shareholders,~~stockholders ~~including~~may ~~legal~~sell ~~and~~or otherwise ~~accounting~~dispose ~~fees.~~of ~~See “Plan~~ADSs representing Ordinary Shares being registered pursuant to the registration statement of ~~Distribution”~~which this prospectus forms a part.

~~Our~~We ~~ADSs~~will ~~are~~pay ~~listed~~the onexpenses of registering the ~~Nasdaq~~offer ~~Capital~~and ~~Market~~sale of the ADSs representing Ordinary Shares under the ~~symbol~~Securities ~~“AKTX.”~~Act Onof ~~November~~1933, 14as amended, ~~2025~~or the Securities Act, to which this prospectus relates by the ~~closing~~selling ~~price~~stockholders, ofincluding ~~our~~legal and accounting fees. See ~~ADSs~~“Plan ~~was~~of $0Distribution”.~~529.~~

~~INVESTING~~Our INADSs ~~OUR~~are ~~SECURITIES~~listed ~~INVOLVES~~on ~~SIGNIFICANT~~the ~~RISKS~~Nasdaq ~~THAT~~Capital ~~ARE~~Market ~~DESCRIBED~~under INthe ~~THE~~symbol “~~RISK FACTORS~~AKTX.” ~~SECTION~~On ~~BEGINNING~~January ON22, ~~PAGE~~2026, 5the OFclosing ~~THIS~~price of our ~~PROSPECTUS~~ADSs was $0.268.

INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 6 OF THIS PROSPECTUS

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , ~~2025~~January , 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1	1
PROSPECTUS SUMMARY	2	2
THE OFFERING	4	4
RISK FACTORS	5	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	5	38
USE OF PROCEEDS	7	39
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	8	40
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION	11
DIVIDENDS AND DIVIDEND POLICY		43
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		44
SELLING SHAREHOLDER	23
BUSINESS		64
PLAN OF DISTRIBUTION	25
MANAGEMENT		89
LEGAL MATTERS	26
EXECUTIVE AND DIRECTOR COMPENSATION		92
EXPERTS	26
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		100
INCORPORATION BY REFERENCE	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		104
WHERE YOU CAN FIND MORE INFORMATION	27
SELLING STOCKHOLDERS		106
DESCRIPTION OF SECURITIES AND ARTICLES OF ASSOCIATION		109
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		115
PLAN OF DISTRIBUTION		121
LEGAL MATTERS		123
EXPERTS		124
ENFORCEMENT OF FOREIGN JUDGMENTS		125
WHERE YOU CAN FIND MORE INFORMATION		126
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

About This Prospectus

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act. Under this prospectus, the selling ~~shareholders~~stockholders may, from time to time, sell the ADSs representing Ordinary Shares described in this prospectus in one or more transactions, as described herein. This prospectus provides you with a general description of the securities offered by the ~~selling~~Selling ~~shareholders~~Stockholders. We may also file a prospectus supplement to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. Any prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement.

For investors outside of the United States: Neither we nor the selling ~~shareholders~~stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States.

The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described under the headings “Where You Can Find More Information” ~~and “Incorporation by Reference”~~ before making your investment decision.

You should rely only on the information provided or incorporated by reference ~~or provided~~ in this prospectus, any prospectus supplement and the registration statement. Neither we nor the selling ~~shareholders~~stockholders have authorized anyone else to provide you with different or additional information other than that contained in or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, our ADSs representing Ordinary Shares are being made only in jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus and any prospectus supplement, or incorporated by reference, is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires, all references in this prospectus to the “Company,” “Akari,” “we,” “our,” “ours,” and “us” refer to Akari Therapeutics, Plc.

PROSPECTUS SUMMARY

~~This~~Company prospectus summary highlights selected information appearing elsewhere in this prospectus and in documents we file with the SEC that are incorporated by reference in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information incorporated by reference herein, the information set forth under the heading “Risk Factors” and our financial statements and the related notes thereto incorporated by reference in this prospectus.Overview

Unless the context otherwise requires, all references in this prospectus to the “Company,” “Akari,” “we,” “our,” “ours,” and “us” refer to Akari Therapeutics, PLC

Overview

We are an oncology company developing next-generation antibody-drug conjugates (“ADCs”) designed around novel proprietary cancer-killing toxins (“payloads”). We believe these novel payloads may have the potential to transform the efficacy and safety outcomes of ADCs as cancer therapies beyond options that are currently available or in development.

ADCs are a class of cancer therapies that combine the precision targeting of antibodies with payload toxins that attack cancer cells. To date, innovation in the field of ADC therapies has focused primarily on the development of novel antibodies linked to existing classes of payload toxins. For example, there is a range of approved ADCs with antibodies that target the Her2, Trop2, CD19, CD22, CD30, Nectin-4, Tissue Factor, and Folate Receptor alpha antibodies. But, there is a surprising lack of diversity in the payload toxins to which those antibodies are linked, as all of these marketed products, and more than 90% of ADCs in late-stage clinical development of which we are aware, utilize payloads from just two standard classes: (1) microtubule inhibitors or (2) DNA-damaging agents such as topoisomerase I inhibitors.

Our differentiated ADC discovery and development platform (our “ADC Platform”) enables us to generate a range of ADC product candidates that pair our novel payloads with biologically validated antibody targets prevalent in cancer tumors. We believe that our focus on the development of ADCs that utilize our novel payloads may allow us to develop ADCs with benefits that include:

● more effective cancer-killing properties, or cytotoxicity; ● activating the immune system to harness its power to kill cancer; ● Synergize with other key therapies used today such as anti-PD1 and anti-PD-L1 therapies (“checkpoint inhibitors”) to activate the immune system to potentially deliver even greater efficacy results that either agent alone (more than additive); ● Greater sustained duration and depth of response to ADC therapy to regress or eliminate the cancer; ● reduced tumor resistance; and ● improved safety and tolerability relative to ADCs that are currently available.

●Our lead ~~generation~~product ofcandidate ~~greater~~is ~~numbers~~AKTX-101, ofa ~~neoepitopes~~preclinical ~~than~~stage ~~currently~~Trop2-targeting ~~available~~ADC ~~ADCs,~~that ~~leading~~combines toPH1 ~~activation~~with ofa ~~both~~novel, ~~B-cells~~proprietary ~~and~~Trop2 ~~T-cells~~antibody. Trop2 is an antigen expressed in the highest number of solid tumor ~~microenvironment~~cancer totypes, ~~generate~~including anlung, ~~immune~~breast, ~~response~~bladder, ~~that~~gastric, ~~has~~head ~~the~~and ~~potential~~neck, pancreatic, toand ~~continue~~several other solid tumors. We aim to ~~kill~~establish ~~cancer~~AKTX-101 ~~cells~~as a best-in-class Trop2-targeting ADC for the ~~tumor~~treatment ~~microenvironment~~of a ~~and~~variety ~~throughout~~of ~~the~~solid ~~body;~~tumors.

●We acquired ~~ability~~the toADC bePlatform ~~used~~ in ~~combination~~connection with ~~checkpoint~~our ~~inhibitors~~acquisition of Peak Bio, or the Merger, in November 2024. Prior to ~~potentially~~that ~~deliver~~time, ~~synergistic~~we ~~efficacy~~were primarily ~~results~~focused on advancing our former lead product candidates nomacopan and PAS-nomacopan (~~more~~longer-acting ~~than~~nomacopan ~~additive~~that is PASylated);. Since the closing of the Merger, we have focused substantially all of our efforts on the development of ADCs and our ADC Platform. As such, we have been actively seeking strategic partners to license these Legacy assets and advance their development externally.

● sustained duration of response of tumor regression or elimination;

● reduced tumor resistance; and

● improved safety and tolerability relative to ADCs that are currently available.

Our lead product candidate is AKTX-101, a preclinical stage Trop2-targeting ADC that combines PH1 with the Trop2 antibody, which is expressed in the highest number of solid tumor cancer types, including lung, breast, colon and prostate. We aim to establish AKTX-101 as a best-in-class Trop2-targeting ADC for the treatment of a variety of solid tumors.

We acquired the ADC Platform in connection with the acquisition of Peak Bio (the “Merger”) in November 2024. Prior to that time, we were primarily focused on advancing our former lead product candidates nomacopan and PAS-nomacopan (longer-acting nomacopan that is PASylated). Since the closing of the Merger, we have focused substantially all of our efforts on the development of ADCs and our ADC Platform. We have suspended further internal development of our legacy programs, nomacopan and PAS-nomacopan, and intend to seek strategic partners to advance their development externally. For our PHP-303 program, a program that Peak Bio had advanced prior to the closing of the Merger, we intend to seek strategic partners for it as well to further its development externally.

Our activities since inception have consisted of performing research and development activities and raising capital.

We do not have any products available for commercial sale, and we have not generated any product revenue from our portfolio of product candidates or other sources. Our ability to generate revenue sufficient to achieve profitability, if ever, will depend on the successful development and eventual commercialization of our potential therapies, which we expect, if it ever occurs, will take a number of years. The research and development efforts require significant amounts of additional capital and adequate personnel infrastructure. There can be no assurance that our research and development activities will be successfully completed, or that our potential therapies will be commercially viable.

Recent Developments

~~October~~We agreed to call a meeting of our shareholders for the purpose of obtaining, among other things, shareholder approval (the “Shareholder Approval”) of the issuance of the Ordinary Shares represented by the ADSs underlying the Warrants (the “Special Meeting”) within seventy-five (75) days of the closing date of the December 2025 ~~Financing~~Offerings and the Exchange described below. If Shareholder Approval is not obtained at the Special Meeting, we will call a meeting every forty (40) days thereafter to seek Shareholder Approval until Shareholder Approval is obtained or the Warrants are no longer outstanding. The exercisability of the Warrants described below is conditioned upon Shareholder Approval and, until such approval is obtained, the Warrants may not be exercised for ADSs representing Ordinary Shares.

OnDecember ~~October 14,~~ 2025, we entered into a securities purchase agreement with certain institutional investors, or the Investors, pursuant to which we agreed to sell and issue to the Investors in a registered direct offering, or the Offering, an aggregate of 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, together with (i) Series E Warrants to purchase up to 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, and (ii) Series F Warrants to purchase up to 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, which were issued in a concurrent private placement, for a combined purchase price per each ADS and the accompanying Common Warrants sold in the Offering of $0.80, and for a total aggregate gross proceeds of approximately $2.5 million, excluding any proceeds from any future exercises of the Common Warrants. The Offering closed on October 16, 2025.Offerings

~~The~~On ~~Series~~December ~~E Warrants have an exercise price of $0.98 per ADS~~16, ~~subject to customary adjustments as set forth therein~~2025, ~~are~~we ~~exercisable~~entered ~~commencing on~~into ~~the~~a ~~effective~~securities ~~date~~purchase ~~(the~~agreement ~~“Shareholder~~with ~~Approval~~certain ~~Date”)~~institutional ofinvestors ~~shareholder~~providing ~~approval~~for of the issuance ~~of the ADSs issuable upon~~and ~~exercise~~sale, ofin ~~the~~a ~~Common~~Registered ~~Warrants~~Direct ~~(the~~Offering, ~~“Shareholder~~of ~~Approval”)~~10,043,774 ~~and~~ADSs. ~~have~~The aADSs ~~5-year~~have ~~term~~been ~~from~~offered ~~the~~and ~~Shareholder~~sold ~~Approval~~together ~~Date. The~~with Series FG Warrants ~~have~~to anpurchase up ~~exercise~~to ~~price~~an aggregate of ~~$0.98 per ADS~~10,043,774 ~~subject to customary adjustments as set forth therein~~ADSs, ~~are~~which ~~exercisable on~~were ~~the~~issued ~~Shareholder~~in ~~Approval Date, and have~~ a ~~thirty-month~~concurrent ~~term~~private ~~from~~placement. ~~the~~The ~~Shareholder~~combined ~~Approval~~purchase ~~Date.~~price Weper ~~intend~~ADS toand ~~hold a special~~accompanying ~~meeting~~Series ofG ~~our~~Warrant ~~shareholders~~sold onin ~~or before December 15, 2025, for~~ the ~~purpose~~Registered ofDirect ~~obtaining~~Offering ~~the~~is ~~Shareholder Approval~~$0.3883.

~~Under~~In ~~the~~a ~~terms~~Private ofPlacement, ~~the~~and ~~Common~~together ~~Warrants,~~with the ~~Investors~~Registered ~~may~~Direct ~~not~~Offering, ~~exercise~~ the ~~warrants~~December to2025 ~~the~~Offerings ~~extent~~pursuant ~~such~~to ~~exercise~~a ~~would~~securities ~~cause~~purchase agreement ~~the~~dated ~~Investor~~as ~~(together with~~of ~~such~~December ~~Investor’s~~16, ~~affiliates~~2025, ~~and~~we ~~any~~agreed ~~persons~~to ~~acting~~issue asto acertain ~~group~~directors ~~together~~and ~~with~~officers ~~such~~of ~~Investor~~the orCompany ~~any~~(i) ofPre-Funded ~~such Investor’s~~Warrants ~~affiliates~~to orpurchase ~~any~~an ~~other~~aggregate ~~persons whose beneficial ownership~~ of ~~our~~2,563,713 ~~ordinary~~ADSs ~~shares~~at ~~would~~an beexercise ~~aggregated~~price ~~with~~per ~~the~~ADS ~~Investor’s or any~~ of ~~the~~$0.00001, ~~Investor’s~~and ~~affiliates~~(ii), toaccompanying ~~beneficially~~Series ~~own~~G ~~Ordinary~~Warrants ~~Shares~~to inpurchase an ~~excess~~aggregate of ~~4.99%~~2,563,713 ~~(or~~ADSs, ~~9.99%~~ at ~~the~~a ~~Investor’s~~combined ~~election) of~~purchase ~~the~~price ~~number~~ of ~~the~~$0.4041 ~~Ordinary~~per ~~Shares~~Pre-Funded ~~outstanding~~Warrant ~~immediately~~and ~~after~~Series ~~giving~~G ~~effect to such exercise~~Warrant.

WeThe ~~also~~aggregate entered into a placement agency agreement, or the Placement Agent Agreement, with Ladenburg Thalmann & Co. Inc., or the Placement Agent, pursuant to which the Placement Agent agreed to serve as our exclusive placement agent in connection with the Offering. We paid the Placement Agent a placement agent fee equal to 7.2% of the gross proceeds from the ~~sale~~Offerings ofwere ~~the~~approximately ~~securities~~$5 ~~in the Offering~~million, aexcluding ~~management fee~~any ~~equal to 0.5% of the gross~~ proceeds from ~~the~~any ~~sale~~future exercises of the ~~securities~~Warrants. The inRegistered ~~the~~Direct Offering ~~and~~closed aon ~~non-accountable~~December ~~expense allowance of up to $75~~17,~~000.~~ ~~Pursuant~~2025 toand ~~the~~January ~~Placement Agent Agreement~~20, at2026 ~~the~~and ~~closing of~~ the ~~Offering~~Private ~~issued to the~~ Placement ~~Agent,~~closed ~~and certain of its designees, warrants, or the Placement Agent Warrants, to purchase up to an aggregate of 125,000 ADSs,~~ on ~~substantially~~December ~~the same terms as the Series E Warrants~~23, ~~at an exercise price of $1~~2025.~~00 per ADS and with a 5-year term from the commencement of sales of the Offering.~~

The Series G Warrants, issued in the ~~Placement~~December ~~Agent~~2025 ~~Warrants~~Offerings ~~and~~have ~~the~~an ~~ADSs~~exercise ~~and~~price ~~Ordinary~~of ~~Shares~~$0.3883 ~~underlying~~per ADS, subject to customary adjustments as set forth therein, are exercisable as of the ~~Warrants~~effective ~~and~~date ~~Placement~~of ~~Agent~~Shareholder ~~Warrants~~Approval ~~were~~and ~~offered~~will expire five years ~~and~~thereafter. ~~sold~~The ~~pursuant~~Pre-Funded toWarrants have an ~~exemption~~exercise ~~from~~price ~~the~~of ~~registration~~$0.00001 ~~requirements~~per ~~under~~ADS, ~~Section~~are ~~4(a)(2)~~exercisable offollowing the ~~Securities~~Shareholder ~~Act~~ Approval and ~~Rule~~will ~~506(b)~~not ofexpire ~~Regulation D~~until ~~promulgated~~fully ~~thereunder~~exercised.

The placement agent, Ladenburg Thalmann & Co. Inc., or the Placement Agent, received a cash commission of 8.0% of the gross proceeds from the sale of the securities in the December 2025 Offerings, a management fee equal to 0.5% of the gross proceeds from the sale of the securities in the December 2025 Offerings and a non-accountable expense allowance of up to $75,000. The Placement Agent and its designees also received warrants to purchase up to 504,300 ADSs, representing 4.0% of the aggregate number of ADSs and Pre-Funded Warrants sold in the Offerings, on substantially the same terms as the Series G Warrants, except the Placement Agent Warrants have an exercise price of $0.4853875 per ADS and have a 5-year term from the commencement of sales of the December 2025 Offerings.

December 2025 Note Exchange

On December 16, 2025, we entered into privately negotiated note cancellation and exchange agreement, or the Exchange Agreement, with the holders of existing unsecured promissory notes with a 20% original issue discount issued in August and September 2025, each expiring twelve months after the date of issuance, or the 2026 Notes, to exchange approximately $4 million principal amount of the 2026 Notes for (i) Pre-Funded Warrants to purchase up to an aggregate of 9,502,703 ADSs, at a price of $0.4041 per Pre-Funded Warrant, and (ii) Note Exchange Warrants to purchase up to an aggregate of 9,502,703 ADSs. The Exchange closed on December 17, 2025.

The Pre-Funded Warrants issued in connection with the Exchange have the same terms as the Pre-Funded Warrants issued in the Private Placement. The Note Exchange Warrants are exercisable commencing upon the Shareholder Approval for a term of five years thereafter and have an exercise price of $0.3883 per ADS.

Summary of Principal Risk Factors

Below is a summary of material risks that make an investment in our ADSs speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized below, as well as other risks and uncertainties that we face, can be found under “Risk Factors” in this prospectus.

	●	We have a history of operating losses and cannot give assurance of future revenues or operating profits.

	●	We will require substantial additional capital to fund our operations, and if we are unable to obtain such capital, we will be unable to successfully develop and commercialize any product candidates.

	●	We have identified material weaknesses in our internal control over financial reporting.

	●	We have not initiated clinical studies for any of the programs in our active pipeline or entered into any strategic partnerships regarding the continued development of our legacy pipeline assets. As a result, it may be years before we commercialize a product candidate, if ever.

	●	If preclinical studies or clinical trials of our product candidates are prolonged or delayed, we may be unable to obtain required regulatory approvals and therefore be unable to commercialize our product candidates or any of our future product candidates on a timely basis or at all.

	●	We may encounter substantial delays in the commencement, enrollment or completion of clinical trials or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, which could prevent us from commercializing any product candidates we determine to develop on a timely basis, if at all.

	●	Serious adverse events, undesirable side effects or other unexpected properties of our product candidates may be identified during development or after approval, which could lead to the discontinuation of our development programs, refusal by regulatory authorities to approve our product candidates or, if discovered following marketing approval, revocation of marketing authorizations or limitations on the use of our product candidates, any of which would limit the commercial potential of such product candidates.

	●	Our proprietary ADC platform is based on novel technologies that are unproven and may not result in approvable or marketable products, which exposes us to unforeseen risks and makes it difficult for us to predict the time and cost of product development and potential for regulatory approval, and we may not be successful in our efforts to expand our development portfolio of product candidates.

	●	Interim, initial, or preliminary results from our preclinical testing or clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to additional audit, validation, and verification procedures that could result in material changes in the final data.

	●	We or a future strategic partner may choose to, or may be required to, suspend, repeat, or terminate clinical trials of our assets if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive, or the trials are not well designed.

	●	Our employees, independent contractors, principal investigators, contract research organizations, consultants, vendors and collaboration partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards.

	●	Our industry is highly competitive, and our product candidates may become obsolete.

	●	If we are unable to establish sales, marketing, and distribution capabilities on our own or through collaborations with partners, we may not be successful in commercializing any approved drugs.

	●	Even if any of our current or future product candidates receive marketing approval, such product candidates may fail to achieve market acceptance by physicians, patients, third-party payors, or others in the medical community necessary for commercial success, in which case we may not generate significant revenues or become profitable.

	●	Even if we are able to commercialize any product candidate, the third-party payor coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates could limit our ability to market those products and decrease our ability to generate revenue.

	●	Our future growth may depend, in part, on our ability to commercialize products in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties.

	●	EU drug marketing and reimbursement regulations may materially affect our ability to market and receive coverage for our products in the EU Member States.

	●	Our success depends in part on our ability to protect our intellectual property and proprietary technologies.

	●	We rely on third parties to conduct, supervise and monitor our preclinical studies and clinical trials, and if those third parties perform in an unsatisfactory manner it may harm our business.

	●	We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability. Our business, financial condition, and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from geopolitical tensions or high inflation.

	●	Our business is subject to risks associated with conducting business internationally.

	●	Insiders own a significant amount of our outstanding shares which could delay or prevent a change in corporate control or result in the entrenchment of management and/or the board of directors.

	●	Future sales and issuances of our ordinary shares or ADSs or rights to purchase ordinary shares or ADSs pursuant to our equity incentive plans could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.

	●	We have in the past, and may in the future, fail to meet the requirements for continued listing on Nasdaq, causing our ADSs to be delisted.

	●	The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

Corporate Information

We were originally established as a private limited company under the laws of England and Wales on October 7, 2004, under the name Freshname No. 333 Limited. On January 19, 2005, we changed our name to Morria Biopharmaceuticals Limited and on February 3, 2005, we completed a reverse merger with Morria Biopharmaceuticals Inc., or Morria, a Delaware corporation, in which Morria became our wholly owned subsidiary and we re-registered as a non-traded public limited company under the laws of England and Wales. On March 22, 2011, we incorporated an Israeli subsidiary, Morria Biopharma Ltd. On June 25, 2013, we changed our name to Celsus Therapeutics Plc and on October 13, 2013, Morria was renamed Celsus Therapeutics Inc. On September 18, 2015, we completed an acquisition of all of the capital stock of Volution Immuno Pharmaceuticals SA, or Volution, a private Swiss company, from RPC Pharma Limited, or RPC, Volution’s sole shareholder, in exchange for our ordinary shares, in accordance with the terms of a Share Exchange Agreement, dated as of July 10, 2015. In connection with the acquisition, our name was changed to Akari Therapeutics, Plc. As such, our affairs are governed by our Articles of Association and the English law.

Our principal office is located at 401 E Jackson St, Suite 3300, Tampa, FL 33602, and our telephone number is (929) 274-7510. Our website address is www.akaritx.com. The information contained on, or accessible through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained in, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.

The Offering

Ordinary Shares Offered by the Selling Shareholders		Up to an aggregate of 12,750,000,000 Ordinary Shares represented by 6,375,000 ADSs, consisting of: (i) 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, issuable upon the exercise of Series E Warrants, (ii) 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, issuable upon the exercise of Series F Warrants, and (iii) 250,000,000 Ordinary Shares represented by 125,000 ADSs, issuable upon the exercise of the Placement Agent Warrants. The selling shareholders are identified in the table commencing on page 24.
Ordinary Shares Offered by Selling Stockholders		Up to 34,680,906 ADSs (representing 69,361,812,000 Ordinary Shares) consisting of: (i) 12,607,487 ADSs representing 25,214,974,000 Ordinary Shares issuable upon the exercise of Series G Warrants, (ii) 2,563,713 ADSs representing 5,127,426,000 Ordinary Shares issuable upon exercise of Pre-Funded Warrants, issued in the Private Placement, (iii) 9,502,703 ADSs representing 19,005,406,000 Ordinary Shares issuable upon exercise of Pre-Funded Warrants issued in connection with the Exchange, (iv) 9,502,703 ADSs representing 19,005,406,000 Ordinary Shares issuable upon exercise of Note Exchange Warrants, and (v) 504,300 ADSs representing 1,008,600,000 Ordinary Shares issuable upon exercise of Placement Agent Warrants. The selling stockholders are identified in the table commencing on page 106.
Ordinary Shares Outstanding Prior to this Offering		3545,~~767~~781,~~576~~350 ADSs (representing 7191,~~475~~562,~~152~~700,000 Ordinary Shares) and 4,309,~~523~~533 Ordinary Shares that are not represented by ADSs.
Use of Proceeds		We are not selling any ADSs representing Ordinary Shares being offered by this prospectus and will not receive any of the proceeds from the sale of such ADSs by the selling ~~shareholders~~stockholders. However, we may receive up to $~~6,250,000~~8.9 million of proceeds from any exercise of warrants if the selling ~~shareholders~~stockholders do not exercise the warrants on a cashless basis, if and when exercised. See “Use of Proceeds.”
Market for our ADSs		Our ADSs are listed on the Nasdaq Capital Market under the symbol “AKTX.”
Market for Our ADSs		Our ADSs are listed on the Nasdaq Capital Market under the symbol “AKTX.”
Risk Factors		Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors,” commencing on page 56 of this prospectus, as well as all other information contained ~~and incorporated by reference~~ in this prospectus.

The number of Ordinary Shares outstanding is based on 35,757,576 ADSs (representing 71,475,152,000 Ordinary Shares) and 4,309,523 Ordinary Shares that are not represented by ADSs, totaling 71,479,461,523 ordinary shares outstanding as of November 13, 2025, and excludes:

● 7,415,492 ADSs (representing 14,830,984,000 Ordinary Shares) issuable upon the exercise of stock options outstanding as November 13, 2025, at a weighted-average exercise price of $2.64 per ADS; ● 64,896 ADSs (representing 129,792,000 Ordinary Shares) issuable upon the vesting and issuance of restricted stock units outstanding as November 13, 2025; ● 32,913,041 ADSs (representing 65,826,082,000 Ordinary Shares) issuable upon the exercise of warrants outstanding as of November 13, 2025, at a weighted-average exercise price of $3.49 per ADS; ● 3,932,382 ADSs (representing 7,864,764,210 Ordinary Shares) reserved for future issuance under our 2023 Equity Incentive Plan; and ● 916,059 ADSs (representing 1,832,118,000 Ordinary Shares) issuable upon the conversion of outstanding convertible notes.

Except as otherwise indicated, the information in this prospectus assumes no exercise of the outstanding options, warrants, convertible notes or any issuance of shares under outstanding restricted stock units, in each case as described above, and assumes no exercise of the Common Warrants or Placement Agent Warrants issued in connection with the Offering described in this prospectus.

The number of Ordinary Shares outstanding is based on 45,781,350 ADSs (representing 91,562,700,000 Ordinary Shares) and 4,309,533 Ordinary Shares that are not represented by ADSs, totaling 91,567,009,533 ordinary shares outstanding as of January 22, 2026, and excludes:

	●	6,805,492 ADSs (representing 13,610,984,000 Ordinary Shares) issuable upon the exercise of stock options outstanding as of January 22, 2026, at a weighted-average exercise price of $2.74 per ADS;

	●	64,896 ADSs (representing 129,792,000 Ordinary Shares) issuable upon the vesting and issuance of restricted stock units outstanding as of January 22, 2026;

	●	13,764,803 ADSs (representing 27,529,606,000 Ordinary Shares) issuable upon the exercise of pre-funded warrants outstanding as of January 22, 2026;

	●	53,829,144 ADSs (representing 107,658,288,000 Ordinary Shares) issuable upon the exercise of warrants outstanding as of January 22, 2026, at a weighted-average exercise price of $2.29 per ADS;

	●	4,542,382 ADSs (representing 9,084,764,210 Ordinary Shares) reserved for future issuance under our 2023 Equity Incentive Plan; and

	●	916,059 ADSs (representing 1,832,118,000 Ordinary Shares) issuable upon the conversion of outstanding convertible notes.

Except as otherwise indicated, the information in this prospectus assumes no exercise of the outstanding options, warrants, convertible notes or any issuance of shares under outstanding restricted stock units, in each case as described above, and assumes no exercise of the Warrants issued in connection with the Offerings described in this prospectus.

RISK FACTORS

An investment in our ADSs involves a high degree of risk. You should consider carefully the risks below, ~~and the risk and uncertainties described under the heading “Risk Factors”~~ in ~~Item~~addition 1Ato ~~of Part I of our Annual Report on Form 10-K for~~ the ~~fiscal~~other ~~year ended December~~information ~~31,~~set ~~2024,~~forth ~~which is incorporated by reference~~ in this prospectus, including our audited consolidated financial statements and the related notes, ~~as updated by our subsequent quarterly reports on Form 10-Q and other reports and documents that are incorporated by reference into this prospectus,~~ before you decide whether to purchase our securities. If any of such risks actually occur, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our ADSs could decline and you could lose all or part of your investment in our ADSs.

Risks Related to Our Financial Position and Our Capital Requirements

We have a history of operating losses and cannot give assurance of future revenues or operating profits.

We do not expect to generate revenue or profitability that is necessary to finance our operations in the short term. We incurred net losses of $19.8 million, $10.0 million, and $12.0 million for the years ended December 31, 2024, and 2023, and nine months ended September 30, 2025 respectively. In addition, our accumulated deficit as of December 31, 2024 and 2023, and nine months ended September 30, 2025 was $247.3 million, $227.5 million, and $259.3 million respectively. Losses have principally resulted from costs incurred for manufacturing, clinical trial and preclinical activities and general and administrative expenses. We have funded our operations primarily through public and private offerings of equity securities.

To date, we have not commercialized any products or generated any revenues from the sale of products, and absent the realization of sufficient revenues from product sales, we may never attain profitability in the future. We expect to incur significant losses for the foreseeable future as we continue to conduct research and development, clinical testing, regulatory compliance activities and, if any of our current or future product candidates receive marketing authorization, sales and marketing activities.

We have not initiated clinical development of any of the product candidates in our active pipeline and expect that it will be many years, if ever, before any of our candidates is ready for commercialization. To become and remain profitable, we must develop and, either directly or through collaborators, commercialize products with market potential. This will require us to be successful in a range of activities, including identifying product candidates, completing preclinical studies and clinical trials of product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing and selling products for which we may obtain marketing approval and satisfying any post-marketing requirements. We may never succeed in these activities and, even if we do, we may never generate revenues that are significant or large enough to achieve profitability. Additionally, we are unable to predict the extent of any future losses or when we will become profitable, if at all. Our failure to become and remain profitable could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations. Accordingly, investors may not receive any return on their investment or may lose their entire investment.

We will require substantial additional capital to fund our operations, and if we are unable to obtain such capital, we will be unable to successfully develop and commercialize any product candidates.

As of September 30, 2025, we had cash of approximately $2.5 million. We will require additional capital in order to develop and commercialize our current product candidates or any future product candidates that we may develop or acquire. There is no assurance that additional funds will be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available on a timely basis, we may be required to terminate or delay development for one or more of our product candidates, which raises substantial doubt about our ability to continue as a going concern.

We expect our expenses to increase in connection with our ongoing activities, particularly as we identify, continue the research and development of, initiate and carry out preclinical studies and clinical trials of, and seek marketing approval for product candidates. The amount and timing of any expenditure needed will depend on numerous factors, some of which are outside our control, including:

	●	the costs of developing our current products and any future product candidates that we may develop, in-license or acquire;
	●	the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights;
	●	the costs and timing of future clinical trials or the need for additional clinical trials in any indications or product candidates which we are pursuing or may choose to pursue in the future;
	●	the costs and timing of initiating manufacturing for our product candidates, including commercial manufacturing if any product candidate is approved;
	●	the terms and timing of establishing and maintaining collaborations, license agreements and other partnerships;
	●	the costs and timing of enhanced internal controls over financial reporting;
	●	the effect of competing technological and market developments; and
	●	the costs associated with being a public company.

We have not sold any products, and we do not expect to sell or derive revenue from any product sales for the foreseeable future. We may seek additional funding through future debt and equity financing, potential collaborations or strategic partnerships with other companies, non-dilutive financings or the divestiture of programs and product candidates that we have ceased developing or may in the future cease developing. Additional funding may not be available to us on acceptable terms or at all. General market conditions may make it difficult for us to seek financing from the capital markets. We may be required to relinquish rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us, in order to raise additional funds through alliance, joint venture or licensing arrangements. In the event that we decide to pursue divestiture of any of our legacy programs or product candidates, we may be unable to identify a potential buyer or to complete such a divestiture on favorable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our shareholders and the issuance of additional shares by us, or the possibility of such issuance, may cause the market price of our shares to decline.

If we are unable to obtain funding on a timely basis, we will be delayed or unable to complete ongoing research for our programs and we may be required to significantly curtail some or all of our activities. Additionally, any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize any product candidates we may develop. We cannot be certain that additional funding will be available on acceptable terms or at all. We have no committed source of additional capital and, if we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of any product candidates or other research and development initiatives. We could be required to seek collaborators for potential product candidates or complete divestitures of some or all of our legacy programs or product candidates earlier than we would otherwise plan or on terms that are less favorable than might otherwise be available. We could also be required to relinquish or license our rights to product candidates on unfavorable terms in certain markets where we otherwise would seek to pursue development or commercialization ourselves.

Raising additional capital may cause significant dilution to our shareholders or restrict our operations.

Until such time, as ever, as we are able to generate substantial product revenues, we expect to finance our capital needs at least in part through a combination of equity offerings and debt financings. To the extent that we do so, our shareholders may experience significant dilution, and the terms of these securities may contain preferential rights that adversely affect the rights of holders of ADSs representing our ordinary shares. The sale of a substantial number of ADSs, or anticipation of such sales, could cause the trading price of our ADSs to decline or make it more difficult for us to sell equity or equity-linked securities in the future at a time and at a price that we might otherwise desire. Additionally, debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, declaring dividends and other restrictions.

Our ability to use net operating losses to offset future income may be subject to certain limitations.

As of December 31, 2024, we had cumulative UK, U.S. federal, various U.S. state, Switzerland, and South Korea net operating loss carryforwards, or NOL, to offset future taxable income of approximately $145.7 million, $38.1 million, $71.8 million, less than $0.3 million, and $87.0 million, respectively. NOLs in certain jurisdictions do not expire, while NOLs in some jurisdictions are subject to expiration. A lack of future taxable income would adversely affect our ability to utilize these NOLs. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the Code), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. We have already experienced ownership changes as defined under Section 382 of the Code. Depending on the timing of any future utilization of our NOLs, the amount that can be utilized each year may be limited as a result of such previous ownership changes. In addition, future changes in our stock ownership, including changes that may be outside of our control, could result in additional ownership changes under Section 382 of the Code. Our NOLs may also be impaired under similar provisions of state law. We maintain a full valuation allowance related to our NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses are not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our ADSs.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) requires that we evaluate and determine the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. In connection with our year-end assessment as part of the preparation of this Form 10-K, we determined that, as of December 31, 2024, we did not maintain effective internal control over financial reporting due to material weaknesses identified relating to the lack of formalized information technology general controls, lack of formally designed and implemented “purchase to pay” controls, and lack of effective controls over business combination accounting, as more fully described in “Disclosure Controls and Procedures” in Item 9A of Part II of this Form 10-K. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

While we are in the process of implementing changes to remediate the material weaknesses we have identified, we cannot assure you that these measures will significantly improve or remediate such material weaknesses. We may discover additional weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our consolidated financial statements. Our internal control over financial reporting will not prevent or detect all errors or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are unable to maintain proper and effective internal controls over financial reporting, we may not be able to produce timely and accurate financial statements. If that were to happen, our investors could lose confidence in our reported financial information, the market price of our ADSs could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.

Risks Related to Discovery, Development and Regulatory Approval of Our Product Candidates

We have not initiated clinical studies for any of the programs in our active pipeline or entered into any strategic partnerships regarding the continued development of our legacy pipeline assets. As a result, it may be years before we commercialize a product candidate, if ever. If we, alone or with a strategic partner, are unable to identify and advance product candidates through preclinical studies and clinical trials, obtain marketing approval and ultimately commercialize them, or experience significant delays in doing so, our business will be materially harmed.

The success of our business depends primarily upon our ability to identify, develop and commercialize product candidates, which are subject to the risks of failure inherent in the novel approaches, targets and mechanisms of action upon which we base our efforts. We are early in our development efforts, have not yet completed preclinical studies of AKTX-101, our lead product candidate, and our other current active programs are in the drug discovery stage. We recently suspended further development of our legacy pipeline assets nomacopan, PAS-nomacopan, and PHP-303, and we cannot guarantee that we will be able to enter into any strategic partnerships covering the continued development of such assets or that future strategic partnerships with respect to such assets that we may enter into, if any, will result in successful therapeutic products. Furthermore, our reliance on our ADC Platform in the identification and development of product candidates may not yield any viable pharmaceutical products.

Additionally, our ability to achieve and sustain profitability depends on obtaining regulatory approvals for, and successfully commercializing, our product candidates, either alone or with third parties, and we cannot guarantee that we will ever obtain regulatory approval for any of our product candidates. Before obtaining regulatory approval for the commercial distribution of any product candidates, we must conduct extensive preclinical studies followed by clinical trials to demonstrate the safety and efficacy of our product candidates in humans. We cannot be certain of the timely completion or outcome of our research and development activities, preclinical studies or any future clinical trials, and cannot predict if the FDA or other regulatory authorities will accept our proposed clinical programs or if the outcome of our preclinical studies will ultimately support the further development of our future product candidates.

We also may not have the financial resources to continue development of, or the ability to enter into collaborations or other strategic partnerships for, a product candidate if we experience any issues that delay or prevent regulatory approval of, or our ability to commercialize, product candidates, including:

	●	negative or inconclusive results from our preclinical trials, leading to a decision to conduct additional preclinical studies or abandon a program;
	●	negative or inconclusive results from clinical trials or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical studies or clinical trials or abandon a program;
	●	our clinical safety data in humans not matching the safety evaluation in relevant animal models;
	●	our strategy of deploying payloads, including our PH-1 payload, as ADCs failing to mitigate known toxicities of those classes of small molecules delivered as systemic chemotherapies;
	●	our clinical data failing to match preclinical data supporting antibody selectivity, linker stability, pharmacokinetics, anti-tumor efficacy, or any other key attributes;
	●	product-related side effects experienced by participants in our clinical trials or by individuals using drugs or therapeutic antibodies similar to ours;
	●	delays in submitting IND applications or comparable foreign applications, or delays or failure in obtaining the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced;
	●	conditions imposed by the FDA, or other regulatory authorities regarding the scope or design of our clinical trials;
	●	delays in clinical trials as a result of the limited number of patients with the diseases that some or all of our current or expected future product candidates target, patient enrollment taking longer than anticipated or patient withdrawal;
	●	high drop-out rates or high failure rates of research subjects;
	●	inadequate supply or quality of product candidate components or materials or other supplies necessary for the conduct of preclinical studies or clinical trials;
	●	greater-than-anticipated clinical trial costs;
	●	poor effectiveness of our product candidates during clinical trials;
	●	unfavorable FDA or other regulatory agency inspection and review of a clinical trial or manufacture site;
	●	failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all;
	●	delays and changes in regulatory requirements, policies and guidelines;
	●	the FDA or other regulatory agencies interpreting our data differently than we do; or
	●	adverse impacts caused by any future pandemics or geopolitical considerations which could heighten any of the foregoing risks.

Our inability to complete development of, or commercialize, our product candidates, or significant delays in doing so due to one or more of these factors, or other factors, could have a material and adverse effect on our business, financial condition, results of operations and prospects.

Preclinical and clinical drug development is a lengthy and expensive process, with uncertain timelines and outcomes. If preclinical studies or clinical trials of our product candidates are prolonged or delayed, we may be unable to obtain required regulatory approvals, and therefore be unable to commercialize our product candidates or any of our future product candidates on a timely basis or at all.

Successful development of pharmaceutical products involves a lengthy and expensive process, is highly uncertain, and is dependent on numerous factors, many of which are beyond our control. Product candidates that appear promising in the early phases of development may fail to reach the market for several reasons, including:

	●	clinical trial results may show the product candidates to be less effective than expected (for example, a clinical trial could fail to meet its primary or key secondary endpoint(s)) or have an unacceptable safety or tolerability profile;
	●	failure to receive the necessary regulatory approvals or a delay in receiving such approvals, which, among other things, may be caused by patients who fail the trial screening process, slow enrollment in clinical trials, patients dropping out of trials, patients lost to follow-up, length of time to achieve trial endpoints, additional time requirements for data analysis or application preparation, discussions with the FDA, EMA or other comparable foreign regulatory authorities (including FDA, EMA or other comparable foreign regulatory authorities requesting additional preclinical or clinical data, such as long-term toxicology studies), or encountering unexpected safety or manufacturing issues;
	●	preclinical study results may show the product candidate to be less effective than desired or to have harmful on-target or off-target side effects; or
	●	the proprietary rights of others and their competing products and technologies that may prevent our product candidates from being commercialized.

Furthermore, the length of time necessary to complete clinical trials and submit an application for marketing approval for a final decision by a regulatory authority varies significantly from one product candidate to the next and from one country or jurisdiction to the next and may be difficult to predict. Even if we are successful in obtaining marketing approval, commercial success of any approved products will also depend in large part on the availability of coverage and adequate reimbursement from third-party payors, including government payors such as the Medicare and Medicaid programs and managed care organizations in the United States or country-specific governmental organizations in foreign countries, which may be affected by existing and future healthcare reform measures designed to reduce the cost of healthcare. Third-party payors could require us to conduct additional studies, including post-marketing studies related to the cost effectiveness of a product, to qualify for reimbursement, which could be costly and divert our resources. If government and other healthcare payors were not to provide coverage and adequate reimbursement for our products once approved, market acceptance and commercial success would be reduced. Even if we are able to obtain coverage and adequate reimbursement for our products once approved, there may be features or characteristics of our products, such as dose preparation requirements, that prevent our products from achieving market acceptance by the healthcare or patient communities.

In addition, if any of our product candidates receive marketing approval, we will be subject to significant regulatory obligations regarding the submission of safety and other post-marketing information and reports and registration, and will need to continue to comply (or ensure that our third-party providers comply) with current Good Manufacturing Practice, or cGMPs, and Good Clinical Practice, or GCPs, or for any clinical trials that we conduct post-approval. In addition, there is always the risk that we, a regulatory authority or a third party might identify previously unknown problems with a product post-approval, such as AEs of unanticipated severity or frequency. Compliance with these requirements is costly, and any failure to comply or other issues with our product candidates post-approval could adversely affect our business, financial condition and results of operations

We may encounter substantial delays in the commencement, enrollment or completion of clinical trials or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, which could prevent us from commercializing any product candidates we determine to develop on a timely basis, if at all.

The risk of failure in developing product candidates is high. It is impossible to predict when or if any product candidate would prove effective or safe in humans or receive regulatory approval. Before obtaining marketing approval from regulatory authorities for the sale of any product candidate, we must complete preclinical development, submit an IND or comparable foreign application to permit initiation of clinical studies, and then conduct extensive clinical trials to demonstrate the safety and efficacy of product candidates in humans. We have not yet commenced or completed a clinical trial of any of the product candidates in our active pipeline.

Before we can commence clinical trials for a product candidate, we must complete extensive preclinical testing and studies that support our INDs and other regulatory filings. We cannot be certain of the timely identification of a product candidate or the completion or outcome of our preclinical testing and studies and cannot predict whether the FDA, EMA or other comparable foreign regulatory authorities will accept our proposed clinical programs or whether the outcome of our preclinical testing and studies will ultimately support the further development of any product candidates. Conducting preclinical testing is a lengthy, time-consuming and expensive process. The length of time may vary substantially according to the type, complexity and novelty of the program, and often can be several years or more per program. As a result, we cannot be sure that we will be able to submit INDs or other comparable foreign regulatory submissions for our preclinical programs on the timelines we expect, if at all, and we cannot be sure that submission of INDs will result in the FDA, EMA, or other comparable foreign regulatory authority allowing clinical trials to begin.

Furthermore, product candidates are subject to continued preclinical safety studies, which may be conducted concurrently with our clinical testing. The outcomes of these safety studies may delay the launch of or enrollment in future clinical trials and could impact our ability to continue to conduct our clinical trials.

Clinical testing is expensive, is difficult to design and implement, can take many years to complete and is uncertain as to outcome. We cannot guarantee that any clinical trials will be conducted as planned or completed on schedule, or at all. A failure of one or more clinical trials can occur at any stage of testing, which may result from a multitude of factors, including, but not limited to, flaws in trial design, dose selection issues, patient enrollment criteria and failure to demonstrate favorable safety or efficacy traits.

Patient enrollment depends on many factors, including the size and nature of the patient population, eligibility criteria for the trial, the proximity of patients to clinical sites, the design of the clinical protocol, the availability of competing clinical trials, the availability of new drugs or biologics approved for the indication the clinical trial is investigating, and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies. These factors may make it difficult to enroll enough patients to complete clinical trials in a timely and cost-effective manner.

Patient enrollment is affected by other factors, including:

	●	design of the clinical trial protocol;
	●	size and nature of the patient population;
	●	eligibility criteria for the trial;
	●	perceived risks and benefits of the product candidate under trial;
	●	proximity and availability of clinical trial sites for prospective patients;
	●	availability of competing therapies and clinical trials;
	●	actual or threatened public health emergencies and outbreaks of disease;
	●	clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating;
	●	efforts to facilitate timely enrollment in clinical trials;
	●	number of physicians that treat patients with these diseases;
	●	ability to identify and enroll such patients with a stage of disease appropriate for our ongoing or future clinical trials;
	●	the costs of finding and diagnosing patients;
	●	patient referral practices of physicians; and
	●	our ability to monitor patients adequately during and after treatment.

We could also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs overseeing the conduct of such trials, by a Data Safety Monitoring Board for such trial or by the FDA, EMA, or other comparable foreign regulatory authorities. Such regulatory authorities may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA, EMA, or other comparable regulatory foreign authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. In addition, changes in regulatory requirements and policies may occur, and we may need to amend clinical trial protocols to comply with these changes. Amendments may require us to resubmit our clinical trial protocols to IRBs for reexamination and approval, which may impact the costs, timing or successful completion of a clinical trial.

Further, conducting clinical trials in foreign countries, as we may do for our product candidates, presents additional risks that may delay completion of our clinical trials. These risks include the failure of enrolled patients in foreign countries to adhere to clinical protocols as a result of differences in healthcare services or cultural customs, managing additional administrative burdens associated with foreign regulatory requirements, as well as political, currency exchange and other economic risks relevant to such foreign countries. We may face delays in meeting our anticipated timelines for our ongoing and planned clinical trials, which could adversely affect our business, financial condition, results of operations and growth prospects.

Any inability to successfully complete preclinical and clinical development could result in additional costs to us or impair our ability to generate revenue from future product sales and regulatory and commercialization milestones. In addition, if we make manufacturing or formulation changes to our product candidates, we may need to conduct additional testing to bridge our modified product candidate to earlier versions. Clinical trial delays could also shorten any periods during which we may have the exclusive right to commercialize our product candidates, if approved, or allow our competitors to bring comparable products to market before we do, which could impair our ability to successfully commercialize our product candidates and may harm our business, financial condition, results of operations and prospects.

Serious adverse events, undesirable side effects or other unexpected properties of our product candidates may be identified during development or after approval, which could lead to the discontinuation of our development programs, refusal by regulatory authorities to approve our product candidates or, if discovered following marketing approval, revocation of marketing authorizations or limitations on the use of our product candidates, any of which would limit the commercial potential of such product candidates.

To date, we have not commenced or completed the evaluation of any of our current ADC candidates in human clinical trials. It is impossible to predict when or if any product candidates we may develop will ultimately prove safe in humans. As is the case with pharmaceuticals generally, it is likely that there may be side effects and AEs associated with our product candidates’ use. Often, it is not possible to determine whether or not the product candidate being studied caused these conditions. Regulatory authorities may draw different conclusions or require additional testing to confirm these determinations, if they occur. In addition, it is possible that as we test our product candidates in larger, longer and more extensive clinical trials with a broader group of patients, or as use of these product candidates becomes more widespread if they receive marketing approval, illnesses, injuries, discomforts and other AEs that were observed in earlier trials, as well as conditions that did not occur or went undetected in previous trials, will be reported by participants. In some instances, certain side effects are only detectable after investigational product candidates are tested in large-scale, Phase 3 trials or after they are made available to patients on a commercial scale after approval. If additional clinical experience indicates that any of our current or future product candidates has serious or life-threatening side effects or other side effects that outweigh the potential therapeutic benefit, the development of the product candidate may fail or be delayed, or, if the product candidate has received marketing approval, such approval may be limited or revoked, which would harm our business, prospects, operating results and financial condition. If we elect, or are required, to delay, suspend or terminate any clinical trial of our product candidates, the commercial prospects of our product candidates may be harmed and our ability to generate revenue through their sale may be delayed or eliminated. Any of these occurrences may harm our business, financial condition and prospects significantly

Moreover, if our product candidates are associated with undesirable side effects in clinical trials or have characteristics that are unexpected, we may elect to abandon their development or limit their development to more narrow uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective, which may limit the commercial value for the product candidate if approved. We may also be required to modify our trial plans based on findings after we commence our clinical trials. Many compounds that initially showed promise in early-stage testing have later been found to cause side effects that prevented further development of the compound.

In addition, if any of our product candidates receive marketing approval, the FDA could require us to include a boxed warning in our label or adopt a REMS to ensure that the benefits outweigh its risks, which may include, among other things, a medication guide outlining the risks of the drug for distribution to patients, a communication plan to health care practitioners, or other elements to assure safe use. Furthermore, if we or others identify undesirable side effects caused by our product candidates, several other potentially significant consequences could result, including:

	●	regulatory authorities may suspend or withdraw approvals of any such product and require removal from the market;
	●	regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts to physicians and pharmacies, specialty pharmacies and other pharmacy related distribution networks (for example, oncology therapies do have inherent risks and labeling considerations that in many instances require additional regulatory labeling requirements);

	●	regulatory authorities may require a medication guide outlining the risks of such side effects for distribution to patients, or that we implement a risk evaluation and mitigation strategy (REMS) plan to ensure that the benefits of the product outweigh its risks;
	●	we may be required to change the way a product is administered, including changes in dosing regimens, frequency of dose, or reduction in dosing and may require us to conduct additional clinical trials or change the labeling of a product;
	●	we may be subject to limitations on how we may promote the product leading to the potential for sales of the product to decrease significantly;
	●	third-party private or government payors may not offer, or may offer inadequate, reimbursement coverage for our product candidates, or reimbursement payments may be delayed or impossible to recover; and
	●	we may be subject to litigation or product liability claims; and our reputation may suffer.

Any of these events could prevent us from achieving or maintaining market acceptance of our product candidates or could substantially increase commercialization costs and expenses, which in turn could delay or prevent us from generating significant revenue from the sale of our product candidates.

Our proprietary ADC Platform is based on novel technologies that are unproven and may not result in approvable or marketable products, which exposes us to unforeseen risks and makes it difficult for us to predict the time and cost of product development and potential for regulatory approval, and we may not be successful in our efforts to expand our development portfolio of product candidates.

A key element of our strategy is to develop a robust and diverse portfolio of potentially first-in-class and best-in-class oncology therapies through the use of our proprietary ADC Platform to identify indications that are particularly suitable for the linkers and payloads that we have developed, including AKTX-101, or may in the future develop.

We have only recently commenced preclinical studies of AKTX-101, the lead program developed via our ADC Platform, and the scientific research that forms the basis of our efforts to develop product candidates with our ADC Platform is still ongoing. We are not aware of any FDA approved ADCs that involve the deployment of spliceosome inhibitors as payloads. Further, the scientific evidence to support the feasibility of developing therapeutic treatments based on our ADC Platform is both preliminary and limited. As a result, we are exposed to a number of unforeseen risks, and it is difficult to predict the types of challenges and risks that we may encounter during development of our product candidates. For example, we have not yet generated any clinical data on AKTX-101 or any other product candidate being developed using our ADC Platform, and our current data on AKTX-101 is limited to animal models and preclinical cell lines, the results of which may not translate into humans. Further, relevant animal models and assays may not accurately predict the safety and efficacy of our product candidates in humans, and we may encounter significant challenges creating appropriate models and assays for demonstrating the safety and purity of our product candidates.

Even if we obtain human data to support our product candidates, the FDA or comparable foreign regulatory authorities may lack experience in evaluating the safety and efficacy of product candidates like those developed using our ADC Platform, which could result in a longer than expected regulatory review process, increase our expected development costs, and delay or prevent commercialization of our product candidates. We cannot be certain that our approach will lead to the development of approvable or marketable products, alone or in combination with other therapies.

Although our research and development efforts to date have resulted in a development portfolio of potential programs and product candidates, our deployment of our ADC Platform may not prove reliable or effective in expanding our development portfolio. We may also pursue opportunities to acquire or in-license additional businesses, technologies or products, form strategic alliances or create joint ventures with third parties to complement or augment our existing business. However, we may not be able to identify any product candidates through such acquisition or in-license.

Even if we are successful in continuing to build and expand our development portfolio, the potential product candidates that we identify may not be suitable for clinical development. For example, they may be shown to have harmful side effects or other characteristics that indicate that they are unlikely to be drugs that will be successful in clinical trials or receive marketing approval and achieve market acceptance. If we do not successfully develop and commercialize product candidates, we will not be able to obtain drug revenues in future periods, which likely would result in significant harm to our financial position.

Interim, initial, or preliminary results from our preclinical testing or clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to additional audit, validation and verification procedures that could result in material changes in the final data.

From time to time, we may publish or present interim, initial, or preliminary data, including interim top-line results or initial or preliminary results from our clinical trials. Any interim, initial or preliminary data and other results from our clinical trials may materially change as more patient data becomes available. Preliminary, initial, interim or top-line results also remain subject to audit, validation and verification procedures that may result in the final data being materially different from the interim, initial or preliminary data we previously published. As a result, interim, initial or preliminary data may not be predictive of final results and should be viewed with caution until the final data is available. We may also arrive at different conclusions, or considerations may qualify such results, once we have received and fully evaluated additional data. Differences between preliminary, initial or interim data and final data could adversely affect our business.

Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or product and our company in general. In addition, the information we choose to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or others may not agree with what we determine is the material or otherwise appropriate information to include in our disclosure, and any information we determine not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities or otherwise regarding a particular product, product candidate or our business. If the preliminary data that we report differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, and commercialize, our product candidates may be harmed, which could harm our business, operating results, prospects or financial condition.

We or a future strategic partner may choose to, or may be required to, suspend, repeat, or terminate clinical trials of our assets if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive, or the trials are not well designed.

Clinical trials must be conducted in accordance with GCPs and are subject to oversight by the FDA and institutional review boards at the medical institutions where the clinical trials are conducted. In addition, clinical trials must be conducted with product candidates produced under cGMPs and may require large numbers of test patients. Clinical trials may be suspended by the FDA at any time if the FDA finds deficiencies in the conduct of these trials or it is believed that these trials expose patients to unacceptable health risks.

In addition, we or the FDA might delay or halt our clinical trials of a product candidate for various reasons, including:

	●	the product candidate may have unforeseen adverse side effects;
	●	the time required to determine whether the product candidate is effective may be longer than expected;
	●	fatalities arising during a clinical trial due to medical problems that may not be related to clinical trial treatments;
	●	the product candidate may not appear to be more effective than standard of care therapies;
	●	insufficient statistical power due to significant patient dropout or crossover to other therapies;
	●	insufficient patient enrollment in the clinical trials; or
	●	we may not be able to produce sufficient quantities of the product candidate to complete the trials.

Furthermore, the process of obtaining and maintaining regulatory approvals for new products is lengthy, expensive, and uncertain. It can vary substantially, based on the type, complexity and novelty of the product involved. Accordingly, our current product candidates or any of our other future product candidates could take a significantly longer time to gain regulatory approval than we expect or may never gain approval, which would have a significant adverse impact on our business and results of operations.

Our employees, independent contractors, principal investigators, contract research organizations, consultants, vendors and collaboration partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards.

We are exposed to the risk of employees, independent contractors, principal investigators, contract research organizations, consultants, commercial partners or vendors engaging in fraud or other misconduct. Misconduct by employees, independent contractors, principal investigators, consultants, commercial partners and vendors could include intentional failures to comply with applicable laws, including UK or EU regulations, to provide accurate information to the UK, EMA or EU Member States authorities or to comply with manufacturing or quality standards we have or will have established. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices such as promotion of products by medical practitioners. Of general application are the European Anti-Fraud Office Regulation 883/2013, and the UK Bribery Act 2010. Under the latter, a commercial organization can be guilty of the offence if the bribery is carried out by an employee, agent, subsidiary, or another third-party, and the location of the third-party is irrelevant to the prosecution. The advertising of medicinal products in the EU is regulated by Title VIII of European Directive 2001/83/EC. The corresponding UK legislation is Part 14 of the Human Medicines Regulations 2012 (S.I. 2012/1916). Such laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Misconduct could also involve the improper use of information obtained in the course of clinical studies, which could result in regulatory sanctions and serious and irreparable harm to our reputation.

This could also apply with respect to data privacy. In the EU, the General Data Protection Regulation (EU) 2016/679 (“GDPR”) lays down the legal framework for data protection and privacy. The GDPR applies directly in EU Member States and applies to companies with an establishment in the EEA and to certain other companies not in the EEA that offer or provide goods or services to individuals located in the EEA or monitor the behavior of individuals located in the EEA. Since January 1, 2021, the UK is not part of the EU. In the UK, the GDPR has been converted into UK domestic law, pursuant to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (as amended), which makes some minor technical amendments to ensure the GDPR is operable in the UK (“UK GDPR”). The UK GDPR is also supplemented by the Data Protection Act 2018. UK and EU data protection law is therefore aligned. The GDPR and UK GDPR implement stringent operational requirements for controllers of personal data, including, for example, expanded disclosures about how personal information is to be used, limitations on retention of information, increased requirements pertaining to health data and pseudonymized (i.e., key-coded) data, increased cyber security requirements, mandatory data breach notification requirements and higher standards for controllers to demonstrate that they have obtained a valid legal basis for certain data processing activities. The activities of data processors are being regulated for the first time, and require companies undertaking processing activities to offer certain guarantees in relation to the security of such processing and the handling of personal data. Contracts with data processors will also need to be updated to include certain terms prescribed by the GDPR, and negotiating such updates may not be fully successful in all cases. The GDPR provides that EU Member States may make their own further laws and regulations in relation to the processing of genetic, biometric or health data, which could result in differences between Member States, limit our ability to use and share personal data or could cause our costs to increase, and harm our business and financial condition. We are also subject to evolving and strict rules on the transfer of personal data out of the EU and UK to the United States, under both the GDPR and the UK GDPR. Under the GDPR personal data cannot be transferred to a third country (i.e. outside of the EEA or UK, as applicable) unless certain safeguards are in place. These include, for example, where the transfer is to a country that the EU Commission has deemed “adequate” or where EU standard contractual clauses have been implemented. Further prospective revision of the Directive on privacy and electronic communications (Directive 2002/58/EC) (“ePrivacy Directive”) may affect our marketing communications. Failure to comply with EU laws, including failure under the GDPR and UK GDPR, Data Protection Act 2018, ePrivacy Directive and other laws relating to the security of personal data may result in fines up to €20,000,000 (or £17,500,000 under the UK GDPR) or up to 4% of the total worldwide annual turnover of the preceding financial year, if greater, and other administrative penalties including criminal liability, which may be onerous and adversely affect our business, financial condition, results of operations and prospects. Failure to comply with the GDPR and related laws may also give rise to increased risk of private actions from data subjects and consumer not-for-profit organizations, including a new form of class action that is available under the GDPR. Compliance with the GDPR and UK GDPR requires a rigorous and time-intensive process that may increase our cost of doing business or require us to change our business practices, and despite those efforts, there is a risk that we may be subject to the aforementioned fines and penalties, litigation, and reputational harm in connection with any European activities.

The UK is treated as a third country (for the purposes of data transfers). On June 28, 2021, the EU Commission published two adequacy decisions in respect of transfers under EU GDPR and the Law Enforcement Directive stating that the UK provides adequate protection for personal data transferred from the EU to the UK under EU GDPR. The adequacy decision is expected to last until June 27, 2025 but may end earlier, for example if an EU data subject or EU data protection authority challenges the adequacy decisions. In such a case, the Court of Justice of the European Union would need to determine whether the UK provides essentially equivalent protection.

The UK government has confirmed that the EEA is adequate, and so all transfers of personal data from the UK to the EEA will continue to be unrestricted after July 1, 2021.

The UK has issued a consultation with respect to future changes to data protection law. There is risk that in the event UK and EU data protection law diverges, that the adequacy decisions may come to an end. If this occurs, there will be cost implication due to dual compliance requirements and costs with respect to international data transfers.

It is not always possible to identify and deter misconduct by employees or other parties. The precautions we take to detect and prevent this activity may not protect us from legal or regulatory action resulting from a failure to comply with applicable laws or regulations. Misconduct by our employees, principal investigators, consultants, commercial partners or vendors could result in significant financial penalties, criminal sanctions and thus have a material adverse effect on our business, including through the imposition of significant fines or other sanctions, and our reputation.

Risks Related to Commercialization, Marketing and Competition

Our industry is highly competitive, and our product candidates may become obsolete.

We are engaged in a rapidly evolving field. Competition from other pharmaceutical companies, biotechnology companies and research and academic institutions is intense and likely to increase. Many of those companies and institutions have substantially greater financial, technical and human resources than we do. Those companies and institutions also may have substantially greater experience in developing products, conducting clinical trials, obtaining marketing authorization and in manufacturing and marketing biologic products. Our competitors may succeed in obtaining marketing authorization for their products more rapidly than we do. Competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competitive products. Our competitors may succeed in developing products that are more effective than those we are developing, or that would render our product candidates less competitive or even obsolete. In addition, one or more of our competitors may achieve product commercialization, patent protection or regulatory exclusivity that could impede the commercialization of our product candidates, which could materially adversely affect our business.

If we are unable to establish sales, marketing and distribution capabilities on our own or through collaborations with partners, we may not be successful in commercializing any approved drugs.

We currently have no marketing, sales or distribution capabilities. If any of our product candidates is approved, we must establish a sales and marketing organization with technical expertise and supporting distribution capabilities or outsource this function to a third party. Either of these options could be expensive and time-consuming. In addition, we may not be able to hire a commercial team in the United States or other target market that is sufficient in size or has adequate expertise in the medical institutions that we intend to target. Any failure or delay in the development of our or third parties’ internal sales, marketing and distribution capabilities could adversely impact the commercialization of any existing or future product candidates, if and when approved by the FDA.

With respect to our existing and future product candidates, we may choose to collaborate with third parties that have direct sales forces and established distribution systems, either to augment or to serve as an alternative to our own sales force and distribution capabilities. If we do so, any future product revenue may be lower than if we directly marketed or sold any products that may be approved in the future. In addition, any revenue we receive will depend in whole or in part upon the efforts of these third parties, which may not be as diligent or successful as if we were to market and sell any products that may be approved in the future ourselves. If we are unable to enter into these arrangements on acceptable terms or at all, we may not be able to successfully commercialize our approved products. If we are not successful in commercializing any products that may be approved in the future, our future product revenue will suffer and we may incur significant losses.

Even if any of our current or future product candidates receive marketing approval, such product candidates may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success, in which case we may not generate significant revenues or become profitable.

We have never commercialized a product, and even if any of our current or future product candidates are approved by the appropriate regulatory authorities for marketing and sale, they may not gain market acceptance among physicians, patients, third-party payors or others in the medical community. Market participants with significant influence over acceptance of new treatments, such as clinicians and third-party payors, may not be able to convince the medical community and third-party payors to accept and use, or to provide favorable reimbursement for, any product candidates developed by us or our existing or future collaborators. If our current or future product candidates do not achieve an adequate level of acceptance, we may not generate significant product revenue and may not become profitable. The degree of market acceptance of our current or future product candidates, if approved for commercial sale, will depend on a number of factors, including but not limited to:

	●	the clinical indications and patient populations for which the product candidate is approved;
	●	the safety, efficacy and potential advantages compared to alternative treatments and therapies;
	●	the timing of market introduction of the product as well as competitive products;
	●	effectiveness of sales and marketing efforts;
	●	the strength of our relationships with patient communities;
	●	the cost of treatment in relation to alternative treatments and therapies, including any similar generic treatments;
	●	our ability to offer such product for sale at competitive prices;
	●	the convenience and ease of administration compared to alternative treatments and therapies;
	●	the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;
	●	the availability of third-party coverage and adequate reimbursement;
	●	the willingness of patients to pay out-of-pocket in the absence of coverage and adequate reimbursement by third-party payors and government authorities;
	●	the strength of marketing and distribution support;
	●	the inclusion of any REMS program or other restrictions included by the regulators;
	●	the prevalence and severity of any side effects; and
	●	any restrictions on the use of the product together with other medications.

Our efforts to educate physicians, patients, third-party payors and others in the medical community on the benefits of our product candidates may require significant resources and may never be successful. Because we expect sales of our product candidates, if approved, to generate substantially all of our revenues for the foreseeable future, the failure of our product candidates, if approved, to find market acceptance would harm our business and could require us to seek additional financing.

Even if we are able to commercialize any product candidate, the third-party payor coverage and reimbursement status of newly approved products are uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates could limit our ability to market those products and decrease our ability to generate revenue.

The availability and adequacy of coverage and reimbursement by governmental healthcare programs such as Medicare and Medicaid, private health insurers and other third-party payors in the United States are essential for most patients to be able to afford treatments such as our products or product candidates, if approved. Our ability to achieve acceptable levels of coverage and reimbursement for drug treatments by governmental authorities, private health insurers and other organizations will have an effect on our ability to successfully commercialize our products and potentially attract additional collaboration partners to invest in the development of our product candidates. We cannot be sure that adequate coverage and reimbursement in the United States, the EU, Australia or elsewhere will be available for our products or any products that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future.

Third-party payors increasingly are challenging prices charged for pharmaceutical products, medical devices and services, and many third-party payors may refuse to provide coverage and reimbursement for particular drugs when an equivalent generic drug is available. It is possible that a third-party payor may consider our products or product candidates, if approved, and the generic or biosimilar parent drug as substitutable and only offer to reimburse patients for the generic drug. Even if we show improved efficacy or safety or improved convenience of administration with our products or product candidates, if approved, pricing of the existing parent drug may limit the amount we will be able to charge for such product. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize our products or product candidates, and may not be able to obtain a satisfactory financial return on products that we may develop.

There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, third-party payors, including private and governmental payors, such as the Medicare and Medicaid programs, play an important role in determining the extent to which new drugs, biologics and medical devices will be covered. The Medicare and Medicaid programs increasingly are used as models for how private payors and other governmental payors develop their coverage and reimbursement policies for drugs, biologics and medical devices. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our products or product candidates.

Outside the United States, international operations are generally subject to extensive governmental price controls and other market regulations, and we believe the increasing emphasis on cost-containment initiatives in Europe, Canada, and other countries has and will continue to put pressure on the pricing and usage of our products and product candidates, if approved, and on related parent drugs. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health systems. Many countries, including the EU Member States, established complex and lengthy procedures to obtain price approvals, coverage and reimbursement. These procedures vary from country to country but are commonly initiated after grant of the related marketing authorization. More particularly, in the EU, potential reductions in prices and changes in reimbursement levels could be the result of different factors, including reference pricing systems. It could also result from the application of external reference pricing mechanisms, which consist of arbitrage between low-priced and high-priced countries. Reductions in the pricing of our medicinal products in one EU Member State could affect the price in other EU Member States and, thus, have a negative impact on our financial results. Other countries allow companies to fix their own prices for medical products, but monitor and control company profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to charge for our products or product candidates. Accordingly, in markets outside the United States, the reimbursement for our products may be reduced compared with the United States and may be insufficient to generate commercially reasonable revenue and profits. As an example, many EU Member States review periodically their decisions concerning the pricing and reimbursement of medicinal products. The outcome of these reviews cannot be predicted and could have adverse effects on the pricing and reimbursement of our medicinal products in the EU Member States.

Moreover, increasing efforts by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for new products approved and, as a result, they may not cover or provide adequate payment for our products or product candidates. We expect to experience pricing pressures in connection with the sale of our products and product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs, medical devices and surgical procedures and other treatments, has become very intense. As a result, increasingly high barriers are being erected to the entry of new products.

Our future growth may depend, in part, on our ability to commercialize products in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties.

Our future growth may depend, in part, on our ability to develop and commercialize our product candidates in foreign markets. We are not permitted to market or promote any of our product candidates before we receive regulatory approval from applicable regulatory authorities in foreign markets, and we may never receive such regulatory approvals for any of our product candidates. To obtain separate regulatory approval in many other countries we must comply with numerous and varying regulatory requirements regarding safety and efficacy and governing, among other things, clinical trials, manufacturing, commercial sales, pricing and distribution of our product candidates. If we obtain regulatory approval of our product candidates and ultimately commercialize our products in foreign markets, we would be subject to additional risks and uncertainties, including:

	●	different regulatory requirements for approval of drugs in foreign countries;
	●	reduced protection for intellectual property rights;
	●	the existence of additional third-party patent rights of potential relevance to our business;
	●	unexpected changes in tariffs, trade barriers and regulatory requirements;
	●	economic weakness, including inflation, or political instability in particular foreign economies and markets;
	●	compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;
	●	foreign currency fluctuations, which could result in increased operating expenses and reduced revenues, and other obligations incident to doing business in another country;
	●	foreign reimbursement, pricing and insurance regimes;
	●	workforce uncertainty in countries where labor unrest is common;
	●	production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad;
	●	business interruptions resulting from geopolitical actions, including war and terrorism, or natural disasters including earthquakes, typhoons, floods and fires; and
	●	business interruptions resulting from pandemics or similar public health crises.

EU drug marketing and reimbursement regulations may materially affect our ability to market and receive coverage for our products in the EU Member States.

We intend to seek approval to market our product candidates in both the United States and in selected foreign jurisdictions, including the EU. If we obtain approval in one or more foreign jurisdictions for our product candidates, we will be subject to rules and regulations in those jurisdictions. In some foreign countries, particularly those in the EU, the pricing of products is subject to governmental control and other market regulations which could put pressure on the pricing and usage of our product candidates. In these countries, pricing negotiations with governmental authorities can take considerable time after obtaining marketing approval of a product candidate. In addition, market acceptance and sales of our product candidates will depend significantly on the availability of adequate coverage and reimbursement from third-party payors for our product candidates and may be affected by existing and future healthcare reform measures.

Much like the federal Anti-Kickback Statute prohibition in the United States, the provision of benefits or advantages to physicians to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of medicinal products is also prohibited in the EU. The provision of benefits or advantages to reward improper performance is typically governed by the national anti-bribery laws of EU Member States and the Bribery Act 2010 in the United Kingdom. Infringement of these laws could result in substantial fines and imprisonment. EU Directive 2001/83/EC, which is the EU Directive governing medicinal products for human use, further provides that, where medicinal products are being promoted to persons qualified to prescribe or supply them, no gifts, pecuniary advantages or benefits in kind may be supplied, offered or promised to such persons unless they are inexpensive and relevant to the practice of medicine or pharmacy. This provision has been transposed into the Human Medicines Regulations 2012 and so remains applicable in the United Kingdom despite its departure from the EU.

Payments made to physicians in certain EU Member States must be publicly disclosed. Moreover, agreements with physicians often must be the subject of prior notification and approval by the physician’s employer, his or her competent professional organization and/or the regulatory authorities of the individual EU Member States. These requirements are provided in the national laws, industry codes or professional codes of conduct, applicable in the EU Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

In addition, in some foreign countries, including some countries in the EU, the proposed pricing for a product must be approved before it may be lawfully marketed. The requirements governing product pricing and reimbursement vary widely from country to country. For example, some EU Member States have the option to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. Reference pricing used by various EU Member States and parallel distribution, or arbitrage between low-priced and high-priced EU Member States, can further reduce prices. An EU Member State may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. In some countries, we may be required to conduct a clinical trial or other studies that compare the cost-effectiveness of any of our product candidates to other available therapies in order to obtain or maintain reimbursement or pricing approval. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our product candidates. Historically, products launched in the EU do not follow price structures of the United States and generally prices tend to be significantly lower. Publication of discounts by third-party payors or authorities may lead to further pressure on the prices or reimbursement levels within the country of publication and other countries. If pricing is set at unsatisfactory levels or if reimbursement of our products is unavailable or limited in scope or amount, our revenues from sales and the potential profitability of any of our product candidates in those countries would be negatively affected.

Obtaining and maintaining marketing approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining marketing approval of our product candidates in other jurisdictions.

Obtaining and maintaining marketing approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain marketing approval in any other jurisdiction. For example, even if the FDA grants marketing approval of a product candidate, comparable foreign regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion and reimbursement of the product candidate in those countries, and they may not do so. A failure or delay in obtaining marketing approval in one jurisdiction may negatively impact the marketing approval process in others. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the United States, including additional preclinical studies or clinical trials, as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that we intend to charge for our products is also subject to approval.

Obtaining foreign marketing approvals and establishing and maintaining compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries. If we or any future collaborator fail to comply with the regulatory requirements in international markets or fail to receive applicable marketing approvals, our target market will be reduced and our ability to realize the full market potential of our product candidates will be harmed, which would adversely affect our business, prospects, financial condition, and results of operations.

If the market opportunities for any of our product candidates are smaller than we estimate, even assuming approval of a product candidate, our revenue may be adversely affected, and our business may suffer.

The precise incidence and prevalence for all the conditions we aim to address with our product candidates are unknown. Our projections of both the number of people who have these diseases, as well as the subset of people with these diseases who have the potential to benefit from treatment with our product candidates, are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including scientific literature, surveys of clinics, patient foundations or market research, and may prove to be incorrect. Further, new information may change the estimated incidence or prevalence of these diseases. The total addressable market across all of our product candidates will ultimately depend upon, among other things, the diagnosis criteria included in the final label for each of our product candidates approved for sale for these indications, the availability of alternative treatments and the safety, convenience, cost and efficacy of our product candidates relative to such alternative treatments, acceptance by the medical community and patient access, drug pricing and reimbursement. The number of patients in the United States and other major markets and elsewhere may turn out to be lower than expected, patients may not be otherwise amenable to treatment with our products or new patients may become increasingly difficult to identify or gain access to, all of which would adversely affect our results of operations and our business.

If we or our partners market products in a manner that violates fraud and abuse and other healthcare laws, or if we or they violate government price reporting laws, we or our partners may be subject to administrative civil and/or criminal penalties.

In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal healthcare laws, including those commonly referred to as “fraud and abuse” laws have been applied in recent years to restrict certain marketing practices in the pharmaceutical industry. These laws include, among others, false claims and anti-kickback statutes. At such time, if ever, as we or any of our partners market any of our future approved products, it is possible that some of the business activities of us and/or our partners could be subject to challenge under one or more of these laws.

Federal false claims, false statements and civil monetary penalties laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government or to get a false claim paid. The federal healthcare program anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable under Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other. Although there are several statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution, they are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor.

In addition, we and/or our partners may be subject to data privacy and security regulation, including HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH) and their respective implementing regulations, which impose specified requirements relating to the privacy, security and transmission of individually identifiable health information.

Most states also have statutes or regulations similar to these federal laws, which may apply to items such as pharmaceutical products and services reimbursed by private insurers. We and/or our partners may be subject to administrative, civil and criminal sanctions for violations of any of these federal and state laws.

Risks Related to Intellectual Property

Our success depends in part on our ability to protect our intellectual property and proprietary technologies.

Our commercial success depends in part on our ability to obtain and maintain patent protection and trade secret protection in the U.S. and other countries for our product candidates, proprietary technologies, and their uses as well as our ability to operate without infringing upon the proprietary rights of others. We can provide no assurance that our patent applications or those of our licensors will result in additional patents being issued or that issued patents will afford sufficient protection against competitors with similar technologies, nor can there be any assurance that the patents issued will not be infringed, designed around or invalidated by third parties. Even issued patents may later be found unenforceable or may be modified or revoked in proceedings instituted by third parties before various patent offices or in courts. The degree of future protection for our proprietary rights is uncertain. Only limited protection may be available and may not adequately protect our rights or permit us to gain or keep competitive advantage. Although we have issued composition-of-matter patents in the United States and other countries, we cannot be certain that the claims in our issued patents will not be found invalid or unenforceable if challenged. We cannot be certain that the claims in any patent applications covering our product candidates that are pending, or that we may file, will be considered patentable by the USPTO and courts in the United States or by the patent offices and courts in foreign countries, nor can we be certain that the claims in our issued patents will not be found invalid or unenforceable if challenged. Even if any patent applications that we may file relating to specific formulations of our product candidates issue as patents, formulation patents protect a specific formulation of a product and may not be enforced against competitors making and marketing a product that has the same active pharmaceutical ingredient in a different formulation. Method-of-use patents protect the use of a product for the specified method or for treatment of a particular indication. This type of patent may not be enforced against competitors making and marketing a product that has the same active pharmaceutical ingredient for use in a method not claimed by the patent. Moreover, even if competitors do not actively promote their product for our targeted indications, physicians may prescribe these products “off-label.” Although off-label prescriptions may infringe or contribute to the infringement of method-of-use patents, the practice is common and such infringement may be difficult to prevent or prosecute. Also, as is the case for composition-of-matter patents, we cannot be certain that the claims in our issued method-of-use patents will not be found invalid or unenforceable if challenged. We cannot be certain that the claims in any patent applications covering methods of using our product candidates that are pending, or that we may file, will be considered patentable by the USPTO and courts in the United States or by the patent offices and courts in foreign countries, nor can we be certain that the claims in our issued method-of-use patents will not be found invalid or unenforceable if challenged.

Further, the patent prosecution process is subject to numerous risks and uncertainties, expensive and time-consuming, and we or our licensors may not be able to prepare, file and successfully prosecute all necessary or desirable patent applications for a commercially reasonable cost or in a timely manner or in all jurisdictions. It is also possible that we or our licensors may fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain patent protection for them.

Moreover, depending on the terms of any future in-licenses to which we may become a party, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, covering technology in-licensed from third parties. Therefore, these patents and patent applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

In addition, we rely on the protection of our trade secrets and proprietary know-how. Although we have taken steps to protect our trade secrets and unpatented know-how, including entering into confidentiality agreements with third parties, and confidential information and inventions agreements with employees, consultants and advisors, we cannot provide any assurances that all such agreements have been duly executed, and third parties may still obtain this information or may come upon this or similar information independently. Enforcing a claim that a third party obtained illegally and is using trade secrets and/or proprietary know-how is expensive, time consuming and unpredictable. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction. Additionally, if the steps taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating its trade secrets. If any of these events occurs or if we otherwise lose protection for our trade secrets or proprietary know-how, our business may be harmed.

With respect to certain patents, we enjoy only limited geographical protection, and as a consequence we may not be able to protect our intellectual property rights throughout the world.

It would be prohibitively expensive to file and prosecute patent applications and maintain and defend patents covering our product candidates in all countries throughout the world and competitors may use our and our licensors’ technologies in jurisdictions where we have not obtained patent protection to develop their competitor’s own product candidates and, further, may export otherwise infringing product candidates to territories where we and our licensors have patent protection, but enforcement rights are not as strong as that in the United States or Europe.

As a result, these product candidates may compete with our product candidates, and our and our licensors’ patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Further, national and regional patent authorities may restrict the scope and coverage of our PCT applications before grant. The examination of each national or regional patent application is an independent proceeding. As a result, patent applications in the same family may issue as patents in some jurisdictions, such as in the United States, but may issue as patents with claims of different or limited scope or may even be refused in other jurisdictions, such as in China and India, which have different requirements for patentability and it is also quite common that depending on the country, the scope of patent protection may vary for the same product or technology.

As maintaining patents in multiple countries over their lifetimes (usually a period of 20 years) is expensive, we may decide to abandon pending or granted national and regional patent applications for financial considerations, or, strategically, when projects are reprioritized, or for any other reason. In hindsight, these decisions may hurt us, our revenue stream from licensing activities, and ultimately profitability.

In addition, the laws of some jurisdictions do not protect intellectual property rights to the same extent as the laws or rules and regulations in the United States, The UK and Europe, and many companies have encountered significant difficulties in protecting and defending such rights in such jurisdictions.

The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing product candidates in violation of our proprietary rights generally.

Proceedings to enforce our patent rights in other jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing as patents, and could provoke third parties to assert claims against us. Should we seek legal redress, we may not prevail or if we do prevail, the damages or other remedies awarded may not be meaningful. As a result, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

While we intend to protect our intellectual property rights in our expected significant markets, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our product candidates. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate, which may have an adverse effect on our ability to successfully commercialize our product candidates in all of our expected significant foreign markets.

If we or our licensors encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished, and we may face additional competition from others in those jurisdictions.

Another risk we face is that some countries in Europe and China have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties and some countries limit the enforceability of patents against government agencies or government contractors. As a result, in those countries, the patent owner may have limited remedies, which could materially diminish the value of such patents. If we, or any of our licensors, are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired and our business, financial condition and results of operations may be adversely affected.

Our intellectual property rights may not adequately protect our technologies and product candidates and may not necessarily address all potential threats to our competitive advantage.

The degree of protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. For example:

	●	others may be able to make compounds that are the same as or similar to our product candidates but that are not covered by the claims of the patents that we own or have exclusively licensed;
	●	the patents of third parties may impair our ability to develop or commercialize our product candidates;
	●	the patents of third parties may be extended beyond the expected patent term and thus may impair our ability to develop or commercialize our product candidates;
	●	we or our licensors or any future strategic collaborators might not have been the first to conceive or reduce to practice the inventions covered by the issued patents or pending patent applications that we own or have exclusively licensed;
	●	we or our licensors or any future strategic collaborators might not have been the first to file patent applications covering our inventions, our product candidates, or uses of the product candidates in the indications under our development or to be developed;
	●	it is possible that the pending patent applications that we own or have exclusively licensed may not lead to issued patents;
	●	issued patents that we own or have exclusively licensed may not provide us with any competitive advantage, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;
	●	issued patents that we own or have exclusively licensed may not provide coverage for all aspects of our product candidates in all countries, such as for uses of our product candidates in the indications under our development or to be developed;
	●	others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;
	●	our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive product candidates for sale in our major commercial markets;
	●	others performing manufacturing or testing for us using our product candidates or technologies could use the intellectual property of others without obtaining a proper license; or
	●	our or our licensors’ inventions or technologies may be found to be not patentable; and we may not develop additional technologies that are patentable.

We may become subject to third parties’ claims alleging infringement of third-party patents and proprietary rights, or we may be involved in lawsuits to protect or enforce our patents and other proprietary rights, which could be costly and time consuming, delay or prevent the development and commercialization of our product candidates, or put our patents and other proprietary rights at risk.

Others may claim an ownership interest in our intellectual property, which could expose us to litigation and have a significant adverse effect on our prospects.

A third party may claim an ownership interest in one or more of our patents or other intellectual property. A third party could bring legal actions against us and seek monetary damages and/or enjoin clinical testing, manufacturing and marketing of the affected product or products. We cannot guarantee that a third-party will not assert a claim or an interest in any of such patents or intellectual property. If we become involved in any litigation, it could consume a substantial portion of our resources, and cause a significant diversion of effort by our technical and management personnel. If any of these actions are successful, in addition to any potential liability for damages, we could be required to obtain a license to continue to manufacture or market the affected product, in which case we may be required to pay substantial royalties or grant cross-licenses to our patents. We cannot, however, assure you that any such license will be available on acceptable terms, if at all. Ultimately, we could be prevented from commercializing a product, or be forced to cease some aspect of our business operations as a result of claims of patent infringement or violation of other IP rights, Further, the outcome of IP litigation is subject to uncertainties that cannot be adequately quantified in advance, including the demeanor and credibility of witnesses and the identity of the adverse party. This is especially true in IP cases that may turn on the testimony of experts as to technical facts upon which experts may reasonably disagree. Ultimately, there is no guarantee that courts or patent offices in the U.S. and abroad will rule in our favor.

We may be subject to claims by third parties asserting that we or our employees have misappropriated third-party intellectual property or claiming ownership of what we regard as our own intellectual property. These claims may be costly to defend and if we do not successfully do so, we may be required to pay monetary damages and lose valuable intellectual property rights or personnel.

Some of our employees, including our senior management, were previously employed at other biopharmaceutical or pharmaceutical companies, including our competitors or potential competitors. Some of these employees executed proprietary rights, non-disclosure and non-competition agreements in connection with such previous employment. Although we try to ensure that our employees do not use the know-how, trade secrets, or other proprietary information of others in their work for us, we may be subject to claims that we or these employees have used or disclosed confidential information or intellectual property, including know-how, trade secrets, or other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims. If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.

A loss of key research personnel or their work product could hamper or undermine our ability to develop and commercialize our product candidates, which would severely harm our business. In addition, if such intellectual property rights were to be awarded to a third party, we could be required to obtain a license from such third party to commercialize our technology or product candidates. Such a license may not be available on commercially reasonable terms or at all, which could hamper or undermine our ability to develop and commercialize our product candidates, which would severely harm our business. Even if we successfully prosecute or defend against such claims, litigation could result in substantial costs and distract management from the development and commercialization of our product candidates.

Our proprietary information may be lost, or we may suffer security breaches. In the ordinary course of our business, we collect and store sensitive data, including intellectual property, clinical trial data, proprietary business information, personal data and personally identifiable information of our clinical trial subjects and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure and those of our Contract Research Organizations (“CROs”) or other contractors or consultants may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. While the maintenance of HIPAA-compliance and deidentification of clinical trial personal data is the responsibility of our CROs, breach of planned and future trials at our CRO sites may result in costly lawsuits, stiff penalties from governmental agencies, and may also result in disbarment from operating within some socio-geographic regions, such as the UK and the EU, where personal data is considered paramount. Furthermore, the loss of clinical trial data from completed, ongoing, or planned trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Although, to our knowledge, we have not experienced any such material security breach to date, any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and significant regulatory penalties; disrupt our operations; damage our reputation; and cause a loss of confidence in us and our ability to conduct clinical trials, which could adversely affect our reputation and delay our clinical development of our product candidates. This could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communication disruptions.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations or prospects.

Risks Related to Our Reliance on Third Parties

We rely on third parties to conduct, supervise and monitor our preclinical studies and clinical trials, and if those third parties perform in an unsatisfactory manner it may harm our business.

We do not currently have the ability to independently conduct preclinical studies or clinical trials required to develop our product candidates. We rely upon CROs, clinical trial sites and other third parties to ensure the proper and timely conduct of our preclinical studies, and we expect to have limited influence over their actual performance. We intend to rely upon CROs and others for the execution of future nonclinical studies and to monitor, manage and report data any future clinical trials.

We and our CROs and other third parties are required to comply with good clinical practice and good manufacturing practice (collectively, “GxP”) requirements, which are regulations and guidelines enforced by the FDA, the Competent Authorities of the Member States of the European Economic Area, and comparable foreign regulatory authorities for all of our product candidates in clinical development. Regulatory authorities enforce these GxP requirements through periodic inspections of trial sponsors, principal investigators and trial sites. At any point in time, the FDA may revoke or suspend the license of our contract manufacturer for failure to maintain standards resulting in business losses for us. Further, if we fail to exercise adequate oversight over any of our CROs or other third parties, or if we or any of our CROs or other third parties fail to comply with applicable GxP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA, the EMA, or foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that upon a regulatory inspection of us or our CROs or other third parties, such regulatory authority will determine that any of our clinical trials complies with GxP requirements. Our failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process.

Further, while we may only control certain aspects of these parties’ activities, we are responsible for ensuring that each of our studies and trials is conducted in accordance with the applicable protocol and legal, regulatory and scientific standards, and our reliance on these third parties does not relieve us of our regulatory responsibilities. Such standards may change, affecting the ability of contract manufacturers to produce our product candidates on the schedule we require for our clinical trials.

These CROs and other third parties are not our employees and we are not able to control, other than by contract, the amount of resources, including time, which they devote to our clinical trials. If our CROs or other third parties fail to devote sufficient resources to the development of our product candidates, or if their performance is substandard, it may delay or compromise the prospects for approval and commercialization of our product candidates. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information is misappropriated. If any of our relationships with our CROs or other third parties terminate, we may not be able to enter into arrangements with alternative CROs or other third parties or to do so on commercially reasonable terms. Switching or adding additional investigators or CROs involves additional cost and potential delays and requires our management’s time and focus. In addition, there is a natural transition period when a new independent investigator or CRO commences work. As a result, delays could occur, which could materially impact our ability to meet our desired clinical development timelines.

If our CROs or other third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to a failure to adhere to our clinical protocols, regulatory requirements, or for other reasons, our clinical trials may be extended, delayed, or terminated and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates. As a result, our results of operations and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenue could be delayed.

We seek to partner with third-party collaborators with respect to aspects of the development and commercialization of our product candidates and we may not succeed in establishing and maintaining collaborative relationships, which may significantly limit our ability to develop and commercialize our product candidates successfully, if at all.

Our business strategy relies in part on partnering with pharmaceutical companies to supplement our internal development efforts, particularly with respect to our legacy product candidates for which we have suspended development. If we are not able to enter into collaboration arrangements, we may be required to undertake and fund further development, clinical trials, manufacturing and commercialization activities solely at our own expense and risk. If we are unable to finance and/or successfully execute those activities, or we delay such activities due to capital availability, our business could be materially and adversely affected, and potential future product launches could be materially delayed, be less successful, or we may be forced to discontinue clinical development of product candidates.

The process of establishing and maintaining collaborative relationships is difficult, time-consuming and involves significant uncertainty, including if a collaboration partner:

	●	may shift its priorities and resources away from our product candidates due to a change in business strategies, or a merger, acquisition, sale or downsizing;
	●	may seek to renegotiate or terminate their relationships with us due to unsatisfactory clinical results, manufacturing issues, a change in business strategy, a change of control or other reasons;
	●	may cease development in therapeutic areas which are the subject of our strategic collaboration;
	●	may not devote sufficient capital or resources towards our product candidates;
	●	may change the success criteria for a drug candidate thereby delaying or ceasing development of such candidate;
	●	experiences significant delays in initiating certain development activities, which will also delay payment of milestones tied to such activities, thereby impacting our ability to fund our own activities;
	●	develops a product that competes, either directly or indirectly, with our drug candidate;
	●	may not commit sufficient financial or human resources to the marketing, distribution or sale of our product;
	●	may encounter regulatory, resource or quality issues and be unable to meet demand requirements;
	●	may exercise a contractual right to terminate a strategic alliance;
	●	has a dispute arise concerning the research, development or commercialization of a drug candidate resulting in a delay in milestones, royalty payments or termination of an alliance and possibly resulting in costly litigation or arbitration which may divert management attention and resources; and
	●	may use our products or technology in such a way as to invite litigation from a third party.

If any collaborator fails to fulfill its responsibilities in a timely manner, or at all, our research, clinical development, manufacturing or commercialization efforts related to that collaboration could be delayed or terminated, or it may be necessary for us to assume responsibility for expenses or activities that would otherwise have been the responsibility of our collaborator. If we are unable to establish and maintain collaborative relationships on acceptable terms or to successfully transition terminated collaborative agreements, we may have to delay or discontinue further development of one or more of our product candidates, undertake development and commercialization activities at our own expense or find sources of additional capital.

If the third parties on which we intend to rely for our clinical trials and results do not perform our clinical trial activities in accordance with good clinical practices and related regulatory requirements, we may be unable to obtain marketing authorization for or commercialize our product candidates.

We intend to use and rely on CROs to conduct and/or oversee future clinical trials of our product candidates. Nonetheless, we will be responsible for confirming that each of our future clinical trials is conducted in accordance with the FDA’s, MHRA’s or EMA’s requirements and general investigational plans and protocols, as may be applicable. Our expected reliance on third parties will not relieve us of these responsibilities and requirements. Third parties may not complete activities on schedule or conduct our clinical trials in accordance with regulatory requirements or the respective trial plans and protocols. In addition, third parties may not be able to repeat their past successes in clinical trials. The third parties’ failure to carry out their obligations could delay or prevent the development, approval and commercialization of our product candidates or result in enforcement action against us.

Use of third parties to manufacture our product candidates may increase the risk that we will not have sufficient quantities of our product candidates, products, or necessary quantities at an acceptable cost.

The process of manufacturing pharmaceuticals and biological products is complex, time-consuming, highly regulated and subject to multiple risks. We do not own or operate manufacturing facilities for the production of clinical or commercial quantities of our product candidates, and we lack the resources and the capabilities to do so. As a result, we currently rely on third parties for supply of the active pharmaceutical ingredients for our product candidates. Our strategy is to outsource all manufacturing of our product candidates and products to third parties.

In addition, we have not yet concluded a commercial supply contract with any commercial manufacturer. There is no assurance that we will be able to timely secure needed supply arrangements on satisfactory terms, or at all. Our failure to secure these arrangements as needed could have a material adverse effect on our ability to complete the development of our product candidates or to commercialize them. We may be unable to conclude agreements for commercial supply with third-party manufacturers, or may be unable to do so on acceptable terms. There may be difficulties in scaling up to commercial quantities, and the costs of manufacturing could be prohibitive.

Even if we are able to establish and maintain arrangements with third-party manufacturers, reliance on third-party manufacturers entails additional risks, including:

● reliance on third-parties for manufacturing process development, regulatory compliance and quality assurance, which may result in delays or inadequate supply of product;

● limitations on supply availability resulting from capacity and scheduling constraints of third-parties;

● limitation on supply availability due to difficulties in sourcing raw materials;

● the possible breach of manufacturing agreements by third-parties because of factors beyond our control;

● the possible termination or non-renewal of the manufacturing agreements by the third-party, at a time that is costly or inconvenient to us; and

● delays associated with the lack of availability of staff at third-party manufacturers.

If we do not maintain our key manufacturing relationships, we may fail to find replacement manufacturers or develop our own manufacturing capabilities, which could delay or impair our ability to develop and commercialize our product. If we do find replacement manufacturers, we may not be able to enter into agreements with them on terms and conditions favorable to us and there could be a substantial delay before new facilities could be qualified and registered with the FDA and other foreign regulatory authorities.

The FDA, MHRA EMA and other foreign regulatory authorities require manufacturers to register manufacturing facilities. The FDA and corresponding foreign regulators also inspect these facilities to confirm compliance with cGMPs. Contract manufacturers may face manufacturing or quality control problems causing drug substance production and shipment delays or a situation where the contractor may not be able to maintain compliance with the applicable cGMP requirements. While we provide oversight of manufacturing activities, we do not and will not control the execution of our manufacturing activities by, and are or will be essentially dependent on, our CDMOs for compliance with cGMP requirements for the manufacture of our product candidates. Any failure to comply with FDA, MHRA, EMA and comparable foreign regulatory requirements could adversely affect our clinical research activities and our ability to develop our product candidates and market our products.

Moreover, the manufacturing of therapeutic biologics products is highly complex. Problems may arise during manufacturing for a variety of reasons, including but not limited to:

	●	equipment malfunction;
	●	failure to follow specific protocols and procedures;
	●	changes in product specification;
	●	low quality or insufficient supply of raw materials;
	●	delays in the construction of new facilities as a result of changes in manufacturing production sites and limits to manufacturing capacity due to regulatory requirements;
	●	staffing shortages;
	●	advances in manufacturing techniques;
	●	physical limitations that could inhibit continuous supply; and
	●	man-made or natural disasters and other environmental factors.

Products with quality issues may have to be discarded, resulting in product shortages or additional expenses. This could lead to, among other things, increased costs, lost revenue, damage to customer relationships, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products. If problems are not discovered before the product is released to the market, recall and product liability costs may also be incurred.

Manufacturing methods and formulation are sometimes altered through the development of drug candidates from clinical trials to approval, and further to commercialization, in an effort to optimize manufacturing processes and results. Such changes carry the risk that they will not achieve these intended objectives. Any of these changes could cause the drug candidates to perform differently and affect the results of planned clinical trials or other future clinical trials conducted with the altered materials. This could delay the commercialization of any approved drugs and require bridging studies or the repetition of one or more clinical trials, which may result in increases in clinical trial costs, delays in drug approvals and may jeopardize our ability to commence product sales and generate revenue.

We may also experience shortages of qualified personnel, raw materials or key contractors, and experience unexpected damage to our facilities or the equipment in them. In these cases, we may be required to delay or suspend our manufacturing activities. We may be unable to secure temporary, alternative manufacturers for our drugs with the terms, quality and costs acceptable to us, or at all. Such an event could delay our clinical trials and/or the availability of our products for commercial sale. Moreover, we may spend significant time and costs to remedy these deficiencies before we can continue production at our manufacturing facilities.

In addition, the quality of our products, including drug candidates manufactured by us for research and development purposes and drugs manufactured by us for commercial use, depends significantly on the effectiveness of our quality control and quality assurance, which in turn depends on factors such as the production processes used in our manufacturing facilities, the quality and reliability of equipment used, the quality of our staff and related training programs and our ability to ensure that our employees adhere to our quality control and quality assurance protocol. However, there can be no assurances that our quality control and quality assurance procedures will be effective in consistently preventing and resolving deviations from our quality standards. Any significant failure or deterioration of our quality control and quality assurance protocol could render our products unsuitable for use, jeopardize any cGMP certifications we may have and/or harm our market reputation and relationship with business partners. Any such developments may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to our Business Operations

We only have a limited number of employees to manage and operate our business. Our business could suffer if we are unable to attract and retain key employees.

As of January 1, 2026, we had 6 employees, 5 of which are full-time. Our limited financial resources have led us to focus on the development of our ADC Platform and to manage and operate our business in a highly efficient manner.

Our success depends upon the continued service and performance of our senior management and other key personnel. The loss of the services of these personnel could delay or prevent the successful completion of our planned preclinical and clinical experiments, or the commercialization of our therapeutic candidates or otherwise affect our ability to manage our company effectively and to carry out our business plan. We do not maintain key-man life insurance. Although we have entered into employment agreements with members of our senior management team, members of our senior management team may resign at any time. High demand exists for senior management and other skilled personnel in the biopharmaceutical industry. There can be no assurance that we will be able to continue to attract and retain such personnel or train new hires to the skill level required for completing our preclinical/ clinical objectives.

Our growth and success also depend on our ability to attract and retain additional highly qualified scientific, clinical, technical, sales, managerial and finance personnel. We experience intense competition for qualified personnel, and the existence of non-competition agreements between prospective employees and their former employers may prevent us from hiring those individuals or subject us to suit from their former employers. In addition, if we elect to independently commercialize any approved drug, we will need to expand our marketing and sales capabilities. While we attempt to provide competitive compensation packages to attract and retain key personnel, many of our competitors are likely to have greater resources and more experience than we have, making it difficult for us to compete successfully for key personnel. If we cannot attract and retain sufficiently qualified technical employees on acceptable terms, we may not be able to develop and commercialize products. Further, any failure to effectively integrate new personnel could prevent us from successfully growing our company.

If we or any third-party manufacturers we engage fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs or liabilities that could harm our business.

We and third-party manufacturers we engage are and will be subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources. Liability under certain environmental laws governing the release and cleanup of hazardous materials is joint and several and could be imposed without regard to fault. We also could incur significant costs associated with civil or criminal fines and penalties or become subject to injunctions limiting or prohibiting our activities for failure to comply with such laws and regulations.

Although we maintain general liability insurance as well as workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological, hazardous or radioactive materials.

In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development or production efforts. Our failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Further, with respect to the operations of our current and any future third-party contract manufacturers, it is possible that if they fail to operate in compliance with applicable environmental, health and safety laws and regulations or properly dispose of wastes associated with our products, we could be held liable for any resulting damages, suffer reputational harm or experience a disruption in the manufacture and supply of our product candidates or products. In addition, our supply chain may be adversely impacted if any of our third-party contract manufacturers become subject to injunctions or other sanctions as a result of their non-compliance with environmental, health and safety laws and regulations.

Any pandemic, epidemic, or outbreak of an infectious disease, may materially and adversely affect our business and our financial results and could cause a disruption to the development of our product candidates.

Public health crises, such as pandemics or similar outbreaks, could adversely impact our business. Any future pandemic, epidemic or outbreak of an infectious disease could have similar effects. Furthermore, economic recessions, increased inflation and/or interest rates, and any disruptions to our operations or workforce availability brought on by the effects of a health epidemic may have a negative effect on our operating results. The foregoing could result in an adverse effect on our business, results of operations, financial condition and cash flows.

Potential disruptions to our preclinical and clinical development efforts related to future outbreaks or pandemics may include, but are not limited to, disruptions in our supply chain and our ability to procure the components for each of our product candidates for use in preclinical studies and clinical trials and enrolling patients in clinical trials. We are unable to predict if a future outbreak or pandemic could have similar or different impacts on our preclinical studies, clinical trials, business, financial condition, and results of operations.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the geopolitical tensions or high inflation.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions around the world. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, which has led to high inflation globally. We are continuing to monitor inflation and global capital markets and assess the potential impacts on our business.

Although our business has not been materially impacted by these geopolitical tensions to date, it is impossible to predict the extent to which our operations, or those of our suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business. The extent and duration of the conflicts, geopolitical tensions, record inflation, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described herein.

Disruptions at the FDA, the SEC and other government agencies caused by the change in presidential administration, funding shortages or potential funding shortages could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions, which could negatively impact our business and our timelines.

The ability of the FDA to review and clear or approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, shifting policy priorities as a result of changes in the presidential administration and its appointees tasked to oversee the agency, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in the past as a result of these factors, and government funding of the SEC, and other government agencies on which our operations may rely, is subject to the impacts of political events, which are inherently fluid and unpredictable.

Disruptions at the FDA and other agencies may slow the time necessary for review and approval (including any applications we may file with respect to our current and future product candidates), which could adversely affect our business. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical employees and stop critical activities. If a prolonged government shutdown or other disruption occurs, it could significantly impact the ability of the FDA and the SEC to timely review and process our submissions, which could have a material adverse effect on our business.

Our business and operations could suffer in the event of computer system failures or security breaches.

Despite the implementation of security measures, our internal computer systems, and those of our CROs and other third parties on which we rely, are vulnerable to damage from computer viruses, unauthorized access, cyber-attacks, natural disasters, fire, terrorism, war, and telecommunication and electrical failures. If such an event were to occur and interrupt our operations, it could result in a material disruption of our drug development programs. For example, the loss of clinical trial data from planned clinical trials could result in delays in our marketing authorization efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach results in a loss of or damage to our data or applications, loss of trade secrets or inappropriate disclosure of confidential or proprietary information, including protected health information or personal data of employees or former employees, access to our clinical data, or disruption of the manufacturing process, we could incur liability and the further development of our drug candidates could be delayed. We may also be vulnerable to cyber-attacks by hackers or other malfeasance. Especially since the merger, cyber-security needs have grown as the combined company has offices in London and San Francisco Bay area with employees operating out of UK, US East and West Coasts. This type of breach of our cybersecurity may compromise our confidential information and/or our financial information and adversely affect our business or result in legal proceedings. If security breaches result in the loss of clinical trial data or other confidential information, we may be the subject of legal proceedings and suffer financial and reputational damage. Further, these cybersecurity breaches may inflict reputational harm upon us that may result in decreased market value and erode public trust.

Our business is subject to risks associated with conducting business internationally.

We source research and development, manufacturing, consulting, and other services from companies based throughout the United States, the UK, the EU, and select Asian countries. Accordingly, our future results could be harmed by a variety of factors, including: economic weakness, including inflation, or political instability in varying economies and markets; differing regulatory requirements for drug approvals in non-European Union (EU) countries; differing jurisdictions could present different issues for securing, maintaining, or obtaining freedom to operate for our intellectual property in such jurisdictions; such jurisdictions; potentially reduced protection for intellectual property rights; difficulties in compliance with non- US laws and regulations; changes in non-U.S. regulations and customs, tariffs, and trade barriers; changes in non-U.S. currency exchange rates of the USD and currency controls; changes in a specific country’s or region’s political or economic environment, trade protection measures, import or export licensing requirements or other restrictive actions by the USA or non-U.S. governments; differing reimbursement regimes and price controls in certain non-U.S. markets; negative consequences from changes in tax laws; compliance with tax, employment, immigration, and labor laws for employees living or traveling outside of the USA; business interruptions resulting from geo-political actions, including war and terrorism, health epidemics and other widespread outbreaks of contagious disease, or natural disasters, including earthquakes, typhoons, hurricanes, floods and fires.

Risks Related to our Ordinary Shares and ADSs

Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.

Our business depends on the health of the global economies. If the conditions of the global economies remain uncertain or continue to be volatile, or if they deteriorate, including because of the impact of military conflict, such as the war between Russia and Ukraine, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected. Economic weakness, inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained capital spending have at times in the past resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies and increased price competition, and could negatively affect our ability to forecast future periods, which could result in an inability to satisfy demand for our products and a loss of market share.

In addition, inflation raises our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, inflation, geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

If the current equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and make any necessary debt or equity financing more difficult, more costly, more onerous with respect to financial and operating covenants and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy and financial performance and could require us to alter our operating plans. In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.

If we are deemed or become a passive foreign investment company for U.S. federal income tax purposes in 2024 or in any prior or subsequent years, there may be negative tax consequences for U.S. taxpayers that are holders of our ADSs.

We will be treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of our gross income is “passive income” or (ii) on average at least 50% of our assets by value produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

We may have been a PFIC for 2025, but we have not performed a detailed analysis to determine PFIC status for 2026. Because the PFIC determination is highly fact sensitive, there can be no assurance that we were not a PFIC for 2026 and there can be no assurance that we will not be a PFIC for 2026 or for any other taxable year. If we were to be characterized as a PFIC for U.S. federal income tax purposes in any taxable year during which a U.S. shareholder owns our ADSs, and such U.S. shareholder does not make an election to treat us as a “qualified electing fund”, or QEF”, or make a “mark-to-market” election, then “excess distributions” to such U.S. shareholder, and any gain realized on the sale or other disposition of our ADSs will be subject to special rules. Under these rules: (i) the excess distribution or gain would be allocated ratably over the U.S. shareholder’s holding period for ADSs; (ii) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (iii) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, if the U.S. Internal Revenue Service, or IRS, determines that we are a PFIC for a year with respect to which we have determined that we were not a PFIC, it may be too late for a U.S. shareholder to make a timely QEF or mark-to-market election. U.S. shareholders who hold our ADSs during a period when we are a PFIC will be generally subject to the foregoing rules, even if we cease to be a PFIC in subsequent years, subject to certain exceptions, including for U.S. shareholders who made a timely QEF or mark-to-market election. A U.S. shareholder can make a QEF election by completing the relevant portions of and filing IRS Form 8621 in accordance with the instructions thereto. A QEF election generally may not be revoked without the consent of the IRS. If an investor provides reasonable notice to us that it has determined to make a QEF election, we intend to provide annual financial information to such investor as may be reasonably required for purposes of filing United States federal income tax returns in connection with such QEF election.

U.S. investors are urged to consult their own tax advisors regarding the possible application of the PFIC rules.

The market price of our ADSs may be volatile and may fluctuate in a way that is disproportionate to our operating performance.

The market price of our ADSs may experience substantial volatility as a result of a number of factors. The market prices for securities of biotechnology companies in general have been highly volatile and may continue to be so in the future. The following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our ADSs:

	●	sales or potential sales of substantial amounts of our ordinary shares or ADSs;
	●	delay or failure in initiating, enrolling, or completing clinical trials or unsatisfactory results of these trials or events reported in any of our current or future clinical trials;
	●	announcements about us or about our competitors, including clinical trial results, marketing authorizations or new product introductions;
	●	a serious AE in a clinical trial and/or a long-term safety issue;
	●	developments concerning our licensors or product manufacturers;
	●	litigation and other developments relating to our patents or other proprietary rights or those of our competitors;
	●	conditions in the pharmaceutical or biotechnology industries;
	●	variations in our anticipated or actual operating results;
	●	governmental regulation and legislation, actual or anticipated;
	●	change in securities analysts’ estimates of our performance, or our failure to meet analysts’ expectations;
	●	whether, to what extent and under what conditions the FDA, MHRA or EMA will permit us to continue developing our product candidates, if at all, and if development is continued, any reports of safety issues or other AEs observed in any potential future studies of these product candidates;
	●	adverse publicity;
	●	our ability to enter into new collaborative arrangements with respect to our product candidates;
	●	the terms and timing of any future collaborative, licensing or other arrangements that we may establish;
	●	our ability to raise additional capital to carry through with our clinical development plans and current and future operations and the terms of any related financing arrangements;

	●	the timing of achievement of, or failure to achieve, our and any potential future collaborators’ clinical, regulatory and other milestones, such as the commencement of clinical development, the completion of a clinical trial or the receipt of marketing authorization;
	●	announcement of FDA, MHRA or European Commission approval or non-approval of our product candidates or delays in or AEs during the FDA, MHRA or EMA review process;
	●	actions taken by regulatory agencies with respect to our product candidates or products, our clinical trials or our future sales and marketing activities, including regulatory actions requiring or leading to restrictions, limitations and/or warnings in the label of an approved product candidate;
	●	uncontemplated problems in the supply of the raw materials used to produce our product candidates;
	●	the commercial success of any product approved by the FDA, MHRA, European Commission or any other foreign counterpart;
	●	introductions or announcements of technological innovations or new products by us, our potential future collaborators, or our competitors, and the timing of these introductions or announcements;
	●	market conditions for equity investments in general, or the biotechnology or pharmaceutical industries in particular;
	●	we may have limited or very low trading volume that may increase the volatility of the market price of our ADSs;
	●	regulatory developments in the United States and foreign countries;
	●	changes in the structure or reimbursement policies of health care payment systems;
	●	any intellectual property infringement lawsuit involving us;
	●	actual or anticipated fluctuations in our results of operations;
	●	changes in financial estimates or recommendations by securities analysts;
	●	hedging activity that may develop regarding our ADSs;
	●	regional or worldwide recession;
	●	sales of our ordinary shares or ADSs by our executive officers, directors and significant shareholders;
	●	managerial costs and expenses;
	●	changes in accounting principles or practices;
	●	the loss of any of our key scientific or management personnel; and
	●	natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, a resurgence of COVID-19), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.

The stock markets in general, and the markets for biotechnology stocks in particular, have experienced significant volatility that has often been unrelated to the operating performance of particular companies. The financial markets continue to face significant uncertainty, resulting in a decline in investor confidence and concerns about the proper functioning of the securities markets, which decline in general investor confidence has resulted in depressed stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. These broad market fluctuations may adversely affect the trading price of our ADSs.

In the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Any such litigation brought against us, could result in substantial costs, which could hurt our financial condition and results of operations and divert management’s attention and resources, which could result in delays of our clinical trials or commercialization efforts.

Insiders own a significant amount of our outstanding shares which could delay or prevent a change in corporate control or result in the entrenchment of management and/or the board of directors.

As of December 31, 2025, our directors and executive officers, together with their affiliates and related persons, beneficially own, in the aggregate, approximately 24.5% of our outstanding ordinary shares. Our Chairman, Hoyoung Huh, MD, PhD, our President and Chief Executive Officer, Dr. Samir Patel, and our director Dr. Ray Prudo, each beneficially own approximately 12.3%, 6.2% and 6.0% of our outstanding ordinary shares, respectively. Accordingly, these shareholders, if acting together, or Dr. Huh, Dr. Patel or Dr. Prudo, each individually, may have the ability to impact the outcome of matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, these persons may have the ability to influence the management and affairs of our Company. Accordingly, this concentration of ownership may harm the market price of our ADSs by:

	●	delaying, deferring, or preventing a change in control;
	●	entrenching our management and/or the board of directors;
	●	impeding a merger, consolidation, takeover, or other business combination involving us; or
	●	discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

Future sales and issuances of our Ordinary Shares or ADSs or rights to purchase ordinary shares or ADSs pursuant to our equity incentive plans could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations. To the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell ordinary shares (which may be represented by ADSs), convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell ordinary shares, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors could gain rights superior to our existing shareholders. Additionally, any ordinary shares or ADSs issued pursuant to our equity incentive plan may result in material dilution to our existing shareholders.

The withdrawal of the United Kingdom from the EU (Brexit) could adversely affect our business, financial condition, results of operations and prospects.

The UK formally left the EU on January 31, 2020 (commonly referred to as Brexit), and the EU and the UK have concluded a trade and cooperation agreement. The regulatory regime in the UK currently aligns in the most part with EU medicines regulations, however it is possible that these regimes will diverge more significantly in the future now that the UK’s regulatory system is independent from the EU.

For instance, the EU Clinical Trials Regulation which became effective on January 31, 2022 and provides for a streamlined clinical trial application and assessment procedure covering multiple EU Member States has not been implemented into UK law, and a separate application must therefore be submitted for clinical trial authorization in the UK. In addition, the UK is no longer covered by centralized marketing authorizations and a separate authorization is required to market a product in the UK. Any new regulations in the future could add time and expense to the conduct of our business in both the UK and EU, as well as the process by which our product candidates receive regulatory approval in the UK, the EU and elsewhere.

Provisions in our Articles of Association and under English law could make an acquisition of our Company more difficult and may prevent attempts by our shareholders to replace or remove our organization management.

Provisions in our Articles of Association may delay or prevent an acquisition or a change in management. These provisions include a staggered board and prohibition on actions by written consent of our shareholders. Although we believe these provisions collectively will provide for an opportunity to receive higher bids by requiring potential acquirors to negotiate with our board of directors, they would apply even if the offer might be considered beneficial by some shareholders. In addition, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove then current management by making it more difficult for shareholders to replace members of the board of directors, which is responsible for appointing the members of management.

We have in the past and may in the future fail to meet the requirements for continued listing on Nasdaq. If we fail to maintain compliance with the minimum listing requirements, our ADSs may be delisted, which could have a material adverse effect on the liquidity of our ADSs.

We have in the past received notices from The Nasdaq Stock Market relating to a failure to comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b), or the Stockholders’ Equity Requirement. Most recently, on November 24, 2025, we received a written notice from the Nasdaq Listing Qualifications, or the Notification Letter, notifying us that we were not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The Notification Letter provides that we have 180 calendar days, or until May 25, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the ADSs must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. In the event we do not regain compliance by May 25, 2026, we may then be eligible for additional 180 days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If we do not qualify for the second compliance period or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to delist our ADSs, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel. In addition, if the closing bid price of our ADSs is $0.10 or less for ten consecutive business days, then Nasdaq will suspend trading. There can be no assurance that we will continue to meet the minimum bid price requirements, or any other Nasdaq requirements, in the future.

Furthermore, we may also be unable to meet other applicable Nasdaq listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our ADSs, in which case our ADSs could be delisted. If our ADSs were to be delisted, the liquidity of our ADSs would be adversely affected, and the market price of our ADSs could decrease.

We do not anticipate paying cash dividends, and accordingly, shareholders must rely on appreciation in our ADSs for any return on their investment.

We anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Therefore, the success of an investment in our ADSs will depend upon any future appreciation in their value. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which our shareholders have purchased their shares.

We incur significant costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results.

As a public company, we incur significant legal, accounting and other expenses, including costs associated with public company reporting requirements. We also incur costs associated with current corporate governance requirements, including requirements under Section 404 and other provisions of Sarbanes-Oxley, as well as rules implemented by the SEC and the Nasdaq Stock Market. The regulatory and compliance costs associated with the reporting and governance requirements applicable to U.S. domestic issuers may be significantly higher than the costs we previously incurred as a foreign private issuer. The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically in recent years.

U.S. investors may not be able to enforce their civil liabilities against our Company or certain of our directors, controlling persons and officers.

It may be difficult for U.S. investors to bring and/or effectively enforce suits against our Company outside of the United States. We are a public limited company incorporated in England and Wales under the Companies Act 2006, as amended, or the Companies Act. A majority of our directors are not residents of the United States, and all or substantial portions of their assets are located outside of the United States. As a result, it may be difficult for U.S. holders of our ordinary shares or ADSs to effect service of process on these persons within the United States or to make effective recovery in the United States by enforcing any judgments rendered against them. In addition, if a judgment is obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against us or our directors or officers, it may, depending on the jurisdiction, be difficult to enforce the judgment in the non-U.S. courts against us and any of our non-U.S. resident executive officers or directors. Accordingly, U.S. shareholders may be forced to bring legal proceedings against us and our respective directors and officers under English law and in the English courts in order to enforce any claims that they may have against us or our directors and officers. The enforceability of a U.S. judgment in the United Kingdom will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Nevertheless, it may be difficult for U.S. shareholders to bring an original action in the English courts to enforce liabilities based on the U.S. federal securities laws against us and any of our non-U.S. resident executive officers or directors.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law. The rights of holders of ordinary shares and, therefore, certain of the rights of holders of ADSs, are governed by English law, including the provisions of the Companies Act, and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations.

Provisions in the UK City Code on Takeovers and Mergers may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders.

The UK City Code on Takeovers and Mergers (“Takeover Code”), applies, among other things, to an offer for a public company whose registered office is in the United Kingdom and whose securities are not admitted to trading on a regulated market in the United Kingdom if we are considered by the Panel on Takeovers and Mergers, or the Takeover Panel, to have its place of central management and control in the United Kingdom. This is known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the UK tax authorities. Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom by looking at various factors, including the structure of our board of directors, the functions of the directors and where they are resident. As of the date of this report, our place of central management and control is not, and is not expected to be, in the UK (or the Channel Islands or the Isle of Man) for the purposes of the jurisdictional criteria of the Takeover Code. Accordingly, we are not currently subject to the Takeover Code and, as a result, our shareholders are not currently entitled to benefit from certain takeover offer protections provided under the Takeover Code, including the rules regarding mandatory takeover bids (a summary of which is set out below). In the event that this changes, or if the interpretation and application of the Takeover Code by the Takeover Panel, changes (including changes to the way in which the Takeover Panel assesses the application of the Takeover Code to English companies whose shares are listed outside of the UK), the Takeover Code may apply to us in the future.

If at the time of a takeover offer the Takeover Panel determines that we have our place of central management and control in the United Kingdom, we will be subject to a number of rules and restrictions, including but not limited to the following: (1) our ability to enter into deal protection arrangements with a bidder will be extremely limited; (2) we may not, without the approval of our shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (3) we will be obliged to provide equality of information to all bona fide competing bidders.

Further, the Takeover Code contains certain rules in respect of mandatory offers. Under Rule 9 of the Takeover Code, if a person: (a) acquires an interest in our shares which, when taken together with shares in which he or persons acting in concert with him are interested, carry 30% or more of our voting rights; or (b) who, together with persons acting in concert with him, is interested in shares that in the aggregate carry not less than 30% of our voting rights and does not hold shares carrying more than 50% of our voting rights, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested, the acquirer and, depending on the circumstances, its concert parties, will be required (except with the consent of the Takeover Panel) to make a cash offer for our outstanding shares at a price not less than the highest price paid for any interest in our shares by the acquirer or its concert parties during the previous 12 months.

Holders of ADSs must act through the depositary to exercise their rights as shareholders of our Company.

Holders of our ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement for the ADSs. Under our Articles of Association, the minimum notice period required to convene a general meeting is 14 clear days’ notice (or, for an annual general meeting, 21 clear days’ notice (unless, in the case of an annual general meeting, all members entitled to attend and vote at the meeting, or, in the case of any other general meeting, a majority in number of the members entitled to attend and vote who hold not less than 95% of the voting shares (excluding treasury shares), agree to shorter notice)). When a general meeting is convened, holders of our ADSs may not receive sufficient notice of a shareholders’ meeting to permit them to withdraw their ordinary shares to allow them to cast their vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to holders of our ADSs or carry out their voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to holders of our ADSs in a timely manner, but we cannot assure them that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, holders of our ADSs may not be able to exercise their right to vote and they may lack recourse if their ADSs are not voted as they requested. In addition, in the capacity as an ADS holder, they will not be able to call a shareholders’ meeting.

Holders of our ADSs may be subject to limitations on transfers of ADSs.

ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

The rights of holders of our ADSs to participate in any future rights offerings may be limited, which may cause dilution to their holdings, and they may not receive cash dividends if it is impractical to make them available to them.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to holders of our ADSs in the United States unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Also, under the deposit agreement, the depositary will not make rights available to holders of our ADSs unless either both the rights and any related securities are registered under the Securities Act, or the distribution of them to ADS holders is exempted from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings.

In addition, the depositary has agreed to pay to holders of our ADSs the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. Holders of our ADSs will receive these distributions in proportion to the number of ordinary shares their ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and holders of our ADSs will not receive any such distribution.

Risks Related to this Offering

A substantial number of ADSs may be sold in this offering, which could cause the price of our ADSs to decline.

We are registering for resale 1234,~~750~~680,~~000,000~~906 ~~ordinary~~ADSs ~~shares~~representing ~~represented by 6~~69,~~375~~361,812,000 ~~ADSs~~Ordinary Shares issuable upon the exercise of Warrants held by the ~~selling~~Selling ~~shareholders~~Stockholders. This sale and any future sales of a substantial number of ADSs in the public market, or the perception ~~that~~ that such sales may occur, could adversely affect the price of the ADSs on the Nasdaq Capital Market. We cannot predict the effect, if any, that market sales of those ADSs or the availability of those ADSs for sale will have on the market price of the ADSs.

~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS~~ 37

~~This~~CAUTIONARY ~~prospectus~~NOTE ~~contains~~REGARDING ~~forward~~FORWARD-~~looking~~LOOKING ~~statements.~~STATEMENTS Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

●This prospectus Wecontains ~~have~~forward-looking astatements ~~history~~within the meaning of ~~operating~~Section ~~losses~~27A of the Securities Act, and ~~cannot~~Section ~~give~~21E ~~assurance~~of the Securities Exchange Act of ~~future~~1934, ~~revenues~~as amended, or ~~operating~~the ~~profits;~~Exchange Act. All statements in this prospectus, other than statements of historical fact, are forward-looking statements.

●These statements Weinclude, ~~will~~among ~~require~~other ~~substantial~~things, ~~additional~~our ~~capital~~cash toresources ~~fund~~and ~~our~~projected cash runway, financial position, business strategy, strategic alternatives, future operations, ~~and~~clinical iftrials we(including, ~~are~~without ~~unable~~limitation, tothe ~~obtain~~anticipated ~~such~~timing, ~~capital~~enrollment, weand ~~will~~results bethereof), collaborations, ~~unable~~intellectual toproperty, ~~successfully~~potential ~~develop~~revenues, projected costs, fundraising and/or ~~commercialize~~financing ~~any~~plans, ~~product~~competition, regulatory filings and approvals for our current and future drug candidates;, and the plans and objectives of management.

●Forward-looking statements Weare ~~have~~generally identified ~~material~~by ~~weaknesses~~words insuch ~~our~~as ~~internal~~“believes,” ~~control~~“anticipates,” ~~over~~“estimates,” ~~financial~~“plans,” “expects,” ~~reporting;~~“intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” “would,” “aim,” and similar expressions, although not all forward-looking statements contain these identifying words. The absence of these words does not mean that a statement is not forward-looking.

● We cannot ~~have~~guarantee ~~not~~that ~~initiated~~we ~~clinical~~will ~~studies~~actually ~~for~~achieve ~~any~~the ofplans, ~~the~~intentions, ~~programs~~or expectations disclosed in our ~~active~~forward-looking ~~pipeline~~statements, orand you ~~entered~~should ~~into~~not ~~any~~place ~~strategic~~undue ~~partnerships~~reliance ~~regarding~~on ~~the~~such ~~continued~~statements. ~~development~~These forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond our ~~legacy~~control, ~~pipeline~~that ~~assets.~~may Ascause aour ~~result~~actual results, itperformance, ~~may~~or beachievements ~~years~~to ~~before~~differ wematerially from ~~commercialize~~those aexpressed ~~product~~or ~~candidate,~~implied ifby ~~ever;~~such forward-looking statements.

●Important factors Ifthat ~~preclinical~~could ~~studies~~cause actual results to differ materially from those indicated or ~~clinical~~implied ~~trials~~by offorward-looking statements include those described under “Risk Factors” in this prospectus and in our ~~product~~filings ~~candidates~~with ~~are~~the ~~prolonged~~SEC. orAny ~~delayed,~~forward-looking westatements ~~may~~represent our beviews ~~unable~~only toas ~~obtain~~of ~~required~~the ~~regulatory~~date ~~approvals,~~of this prospectus and ~~therefore~~should not be ~~unable~~relied toupon ~~commercialize~~as representing our ~~product~~views ~~candidates~~as orof any ofsubsequent ~~our~~date. ~~future~~All forward-looking ~~product~~statements ~~candidates~~are onexpressly aqualified ~~timely~~in ~~basis~~their entirety by this cautionary statement. Except as required by law, we disclaim any obligation to update or atrevise ~~all;~~any forward-looking statements, whether as a result of new information, future events, or otherwise.

● We may encounter substantial delays in the commencement, enrollment or completion of clinical trials or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, which could prevent us from commercializing any product candidates we determine to develop on a timely basis, if at all;38

● Serious adverse events, undesirable side effects, or other unexpected properties of our product candidates may be identified during development or after approval, which could lead to the discontinuation of our development programs, refusal by regulatory authorities to approve our product candidates, or, if discovered following marketing approval, revocation of marketing authorizations or limitations on the use of our product candidates, any of which would limit the commercial potential of such product candidates;

● Our proprietary ADC platform is based on novel technologies that are unproven and may not result in approvable or marketable products, which exposes us to unforeseen risks and makes it difficult for us to predict the time and cost of product development and potential for regulatory approval, and we may not be successful in our efforts to expand our development portfolio of product candidates;

● Interim, initial, or preliminary results from our preclinical testing or clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to additional audit, validation, and verification procedures that could result in material changes in the final data;

● We or a future strategic partner may choose to, or may be required to, suspend, repeat, or terminate clinical trials of our assets if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive, or the trials are not well designed;

● Our employees, independent contractors, principal investigators, contract research organizations, consultants, vendors, and collaboration partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards;

● Our industry is highly competitive, and our product candidates may become obsolete;

● If we are unable to establish sales, marketing, and distribution capabilities on our own or through collaborations with partners, we may not be successful in commercializing any approved drugs;

● Even if any of our current or future product candidates receive marketing approval, such product candidates may fail to achieve market acceptance by physicians, patients, third-party payors, or others in the medical community necessary for commercial success, in which case we may not generate significant revenues or become profitable;

● Even if we are able to commercialize any product candidate, the third-party payor coverage and reimbursement status of newly-approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates could limit our ability to market those products and decrease our ability to generate revenue;

● Our future growth may depend, in part, on our ability to commercialize products in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties;

● EU drug marketing and reimbursement regulations may materially affect our ability to market and receive coverage for our products in the EU Member States;

● Our success depends in part on our ability to protect our intellectual property and proprietary technologies;

● We rely on third parties to conduct, supervise, and monitor our preclinical studies and clinical trials, and to manufacture our product candidates, and if those third parties perform in an unsatisfactory manner it may harm our business;

● We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability. Our business, financial condition, and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from geopolitical tensions or high inflation;

● Our business is subject to risks associated with conducting business internationally;

● Insiders own a significant amount of our outstanding shares, which could delay or prevent a change in corporate control or result in the entrenchment of management and/or our board of directors;

● Future sales and issuances of our ordinary shares or ADSs, or rights to purchase ordinary shares or ADSs pursuant to our equity incentive plans, could result in additional dilution;

● We have in the past, and may in the future, fail to meet the requirements for continued listing on Nasdaq, causing our ADSs to be delisted; and

● The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, some of which are beyond our control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this prospectus should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Ordinary Shares represented by ADSs by the selling ~~shareholders~~stockholders. All net proceeds from the sale of the Ordinary Shares represented by ADSs covered by this prospectus will go to the selling ~~shareholders~~stockholders. We expect that the selling ~~shareholders~~stockholders will sell their Ordinary Shares represented by ADSs as described under “Plan of Distribution.”

We may receive proceeds from the exercise of the ~~Common~~ Warrants ~~and the Private Placement Warrants~~ to the extent that these warrants are exercised for cash by the selling ~~shareholders~~stockholders. The ~~Common~~ Warrants ~~and the Private Placement Warrants~~, however, are exercisable on a cashless basis (which could only occur if following the date that is six months following the original issuance date of the warrant, at the time of exercise hereof, there is no effective registration statement registering with a current prospectus available for the resale of the Ordinary Shares represented by ADSs underlying the warrants held by the selling ~~shareholders~~ stockholders). If all of the ~~warrants~~Warrants mentioned above were exercised for cash in full, the proceeds would be approximately $68.259 million. We intend to use the net proceeds of such ~~Common Warrants and Private Placement~~ Warrant exercise, if any, for working capital and general corporate purposes.

739

Unaudited Pro Forma Condensed Combined Financial Information

On November 14, 2024, we completed our previously announced strategic combination contemplated by the Agreement and Plan of Merger, or the Merger Agreement, pursuant to which Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari, or Merger Sub, merged with and into Peak Bio, Inc., or Peak Bio, with Peak Bio surviving the acquisition as a wholly owned subsidiary of Akari, or the Closing. Peak Bio, organized under the laws of Delaware, was a biotechnology company with a portfolio of potential therapies focused on cancer and immunological diseases. We acquired all outstanding equity interests in Peak Bio, which includes Peak Bio’s therapeutic pipeline consisting of one clinical stage and one preclinical stage asset supported by an intellectual property portfolio consisting of various granted and pending patents in various jurisdictions worldwide.

Peak Bio’s pipeline included an ADC Platform for oncology and PHP-303 program for genetic disease, liver disease and inflammation, specifically for Alpha-1 antitrypsin deficiency, or AATD.

Per the terms of the Merger Agreement, at the Closing, we issued a total of 12,613,942 Akari ADSs which reflected the conversion of each issued and outstanding share of Peak Bio common stock, par value $0.0001, or Peak Bio Common Stock, into the right to receive Akari ADSs representing a number of Akari ordinary shares, par value $0.0001 per share, or Akari Ordinary Shares, equal to 0.2935, or the Exchange Ratio. The Exchange Ratio was calculated in accordance with the terms of the Merger Agreement and is such that the total number of shares of Akari ADSs issued in connection with the acquisition is approximately 48.4% of the outstanding shares of Akari on a fully diluted basis.

At the Closing, each warrant to purchase capital stock of Peak Bio, or Peak Warrant, and option to acquire shares of Peak Bio Common Stock, or Peak Option, was converted into warrants to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari, or Adjusted Warrants, and options to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari, or Adjusted Options, respectively, based on the Exchange Ratio. The Adjusted Warrants and the Adjusted Options have substantially similar terms and conditions as were applicable to the Peak Warrants and Peak Options immediately prior to the Closing.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only, does not necessarily reflect what the actual consolidated results of operations would have been had the acquisition occurred on January 1, 2024 and may not be useful in predicting future consolidated results of operations.

The unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2024 combine the historical statements of operations of Akari and Peak Bio, giving effect to the Merger as if it had occurred on January 1, 2024.

The following unaudited pro forma condensed combined financial information presents the pro forma effects of the Merger.

840

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2024

							Transaction					Pro Forma
(In thousands, except share and per share amounts)	Akari Therapeutics, Plc			Peak Bio, Inc.			Transaction Accounting Adjustments			Note References				Pro Forma Combined Akari Therapeutics, Plc
	Akari						Accounting			Note		Combined Akari
Operating expenses:
(In thousands, except share and per share amounts)	Therapeutics, Plc			Peak Bio, Inc.			Adjustments			References		Therapeutics, Plc
Research and development	$	6,983		$	365		$	-						$	7,348
Operating expenses:
General and administrative		9,664			3,661			-							13,325
Research and development	$	6,983		$	365		$	-				$	7,348
Merger-related costs		3,273			-			-							3,273
General and administrative		9,664			3,661			-					13,325
Restructuring and other costs		1,723			-			-							1,723
Merger-related costs		3,273			-			-					3,273
Total operating expenses		21,643			4,026			-							25,669
Restructuring and other costs		1,723			-			-					1,723
Loss from operations		(21,643	)		(4,026	)		-							(25,669	)
Total operating expenses		21,643			4,026			-					25,669
Other income (expense):
Loss from operations		(21,643	)		(4,026	)		-					(25,669	)
Interest income		8			-			-							8
Other income (expense):
Interest expense		(244	)		(3,130	)		2,958			A				(416	)
Interest income		8			-			-					8
Change in fair value of warrant liabilities		2,085			-			-							2,085
Interest expense		(244	)		(3,130	)		2,958		A			(416	)
Change in fair value of derivative liability		-			(1,370	)		1,370			A				-
Change in fair value of warrant liabilities		2,085			-			-					2,085
Foreign currency exchange loss, net		6			-			-							6
Change in fair value of derivative liability		-			(1,370	)		1,370		A			-
Cancellation of trade liability		-			208			-							208
Foreign currency exchange loss, net		6			-			-					6
Gain on extinguishment of lease termination		-			4,305			-							4,305
Cancellation of trade liability		-			208			-					208
Gain on settlement of derivative liability		-			4,285			(4,285	)		A				-
Gain on extinguishment of lease termination		-			4,305			-					4,305
Other expense, net		(3	)		-			-							(3	)
Gain on settlement of derivative liability		-			4,285			(4,285	)	A			-
Total other income (expense), net		1,852			4,298			43							6,193
Other expense, net		(3	)		-			-					(3	)
Net (loss) income	$	(19,791	)	$	272		$	43						$	(19,476	)
Total other income (expense), net		1,852			4,298			43					6,193
Net (loss) per share - basic and diluted	$	(0.00	)	$	(0.61	)	$	0.00						$	(0.00	)
Net (loss) income	$	(19,791	)	$	272		$	43				$	(19,476	)
Weight-average number of ordinary shares used in computing net (loss) income per share:
Net (loss) per share - basic and diluted	$	(0.00	)	$	(0.61	)	$	0.00				$	(0.00	)
˗˗ Basic and Diluted		23,888,010,485			23,124,888			21,919,309,049			B				45,807,319,534
Weight-average number of ordinary shares used in computing net (loss) income per share:
Comprehensive (loss) income:
˗˗ Basic and Diluted		23,888,010,485			23,124,888			21,919,309,049		B			45,807,319,534
Net (loss) income	$	(19,791	)	$	272		$	43						$	(19,476	)
Comprehensive (loss) income:
Other comprehensive income, net of tax:															-
Net (loss) income	$	(19,791	)	$	272		$	43					(19,476	)
Foreign currency translation adjustment		302			59			-							361
Other comprehensive income, net of tax:													-
Total other comprehensive income, net of tax		302			59			-							361
Foreign currency translation adjustment		302			59			-					361
Total other comprehensive (loss) income	$	(19,489	)	$	331		$	43						$	(19,115	)
Total other comprehensive income, net of tax		302			59			-				$	361
Total other comprehensive (loss) income	$	(19,489	)	$	331		$	43				$	(19,115	)

See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Information

941

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Transaction Accounting Adjustments

Transaction adjustments are necessary to reflect the impact on the statement of operations and comprehensive loss of the acquisition as if the companies had been combined as of January 1, 2024. The transaction adjustments included in the unaudited pro forma condensed combined financial information are as follows:

A.	Reflects the elimination of interest expense on convertible notes, and related changes in fair value of derivative liability and gain on settlement of derivative liability, which were converted immediately prior to the closing of the Merger.

B.	Represents the number of shares added to the weighted average shares outstanding as of December 31, 2024, consisting of 25,227,884,000 ordinary shares issued to Peak Bio stockholders.

1042

~~Description~~DIVIDENDS ofAND ~~Share~~DIVIDEND ~~Capital and Articles of Association~~POLICY

Since our inception, we have not declared or paid any dividends on our Ordinary Shares. We intend to retain any earnings for use in our business and do not currently intend to pay dividends on our Ordinary Shares. The declaration and payment of any future dividends will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by our indebtedness, any future debt agreements or applicable laws and other factors that our board of directors may deem relevant.

See “Description of American Depositary Shares — Dividends and Other Distributions” in this prospectus for more information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations along with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. You should review the sections titled “Summary of Principal Risk Factors” and “Risk Factors” in this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described below.

Overview

We are an oncology company developing next-generation ADCs designed around novel proprietary cancer-killing toxins (“payloads”). We believe these novel payloads may have the potential to transform the efficacy and safety outcomes of ADCs as cancer therapies beyond options that are currently available or in development.

Our ADC Platform enables us to generate a range of ADC product candidates that pair our novel payloads with biologically validated antibody targets prevalent in cancer tumors. We believe that our focus on the development of ADCs that utilize our novel payloads may allow us to develop ADCs with benefits that include:

	●	more effective cancer-killing properties, or cytotoxicity;
	●	Activating the immune system to harness its power to kill cancer;
	●	Synergize with other key therapies used today such as anti-PD1 and anti-PD-L1 therapies (“checkpoint inhibitors”) to activate the immune system to potentially deliver even greater efficacy results that either agent alone (more than additive);
	●	Greater sustained duration and depth of response to ADC therapy to regress or eliminate the cancer;
	●	reduced tumor resistance; and
	●	improved safety and tolerability relative to ADCs that are currently available.

Our lead product candidate is AKTX-101, a preclinical stage Trop2-targeting ADC that combines PH1 with a novel, proprietary Trop2 antibody. Trop2 is an antigen expressed in the highest number of solid tumor cancer types, including lung, breast, bladder, gastric, head and neck, pancreatic, and several other solid tumors. We aim to establish AKTX-101 as a best-in-class Trop2-targeting ADC for the treatment of a variety of solid tumors.

We acquired the ADC Platform in connection with the Merger in November 2024. Prior to that time, we were primarily focused on advancing our former lead product candidates nomacopan and PAS-nomacopan (longer-acting nomacopan that is PASylated). Since the closing of the Merger, we have focused substantially all of our efforts on the development of ADCs and our ADC Platform. As such, we have been actively seeking strategic partners to license these Legacy assets and advance their development externally.

Our activities since inception have consisted of performing research and development activities and raising capital.

Results of Operations

Three and Nine Months Ended September 30, 2025 and 2024

Overview

During the three months ended September 30, 2025, our loss from operations totaled $7.4 million, including a $5.18 million non-cash impairment loss on other intangible assets, a 153% increase, compared to a loss from operations of $2.9 million for the three months ended September 30, 2024. During the nine months ended September 30, 2025, our loss from operations totaled $14.0 million, a 14% decrease, compared to a loss from operations of $16.4 million for the nine months ended September 30, 2024. Our total operating expenses are set forth by category in the table below:

	Three Months Ended									Nine Months Ended
	September 30,									September 30,						Change
($ in thousands)	2025			2024			$ Change			2025			2024			$
Operating expenses:
Research and development	$	249		$	143		$	106		$	1,729		$	5,736		$	(4,007	)
General and administrative		1,975			1,709			266			7,139			6,616			523
Impairment loss on other intangible assets		5,180			-			5,180			5,180			-			5,180
Merger-related costs		-			992			(992	)		-			2,290			(2,290	)
Restructuring and other costs		-			83			(83	)		-			1,723			(1,723	)
Total operating expenses	$	7,404		$	2,927		$	(4,477	)	$	14,048		$	16,365		$	(2,317	)
Loss from operations	$	(7,404	)	$	(2,927	)	$	(4,477	)	$	(14,048	)	$	(16,365	)	$	2,317

Research and development expenses

Our research and development expenses are charged to operations as incurred and we incur both direct and indirect expenses for each of our programs. We track direct research and development expenses by pre-clinical and clinical programs, which may include third-party costs such as costs related to CROs, contract laboratories, consulting, and clinical trial costs. We do not allocate indirect research and development expenses, which may include product development and manufacturing, clinical, medical, regulatory, laboratory (equipment and supplies), personnel, facility and other overhead costs, to specific programs.

During the three months ended September 30, 2025, total research and development expenses increased by approximately $0.1 million, as compared to the three months ended September 30, 2024. During the nine months ended September 30, 2025, total research and development expenses decreased by approximately $4.0 million as compared to the nine months ended September 30, 2024. The reduction in research and development expenses is due to the decrease of costs associated with our legacy assets nomacopan and PHP-303 as we suspended the internal development of those programs while we prioritize our research and development activities on our ADC platform and pipeline. The following sets forth research and development expenses for the three and nine months ended September 30, 2025 and 2024 by category:

	Three Months Ended									Nine Months Ended
	September 30,									September 30,						Change
($ in thousands)	2025			2024			$ Change			2025			2024			$
ADC pre-clinical development	$	464		$	-		$	464		$	626		$	-		$	626
HSCT-TMA clinical development (AK901)		(36	)		477			(513	)		70			1,560			(1,490	)
Chemistry, manufacturing and control		21			459			(438	)		69			3,401			(3,332	)
Other external development expenses		57			159			(102	)		92			754			(662	)
Personnel costs		261			330			(69	)		1,390			1,303			87
U.K Research and Development tax credits		(518	)		(1,282	)		764			(518	)		(1,282	)		764
Total research and development expenses	$	249		$	143		$	106		$	1,729		$	5,736		$	(4,007	)

ADC discovery and pre-clinical development

These expenses include external expenses that we incurred in connection with the discovery and pre-clinical development of our ADC platform and program(s) and primarily consist of payments to external vendors and consultants. In December 2024, we announced our strategic prioritization of our ADC technology and programs and expect to incur material additional costs going forward related to this program as we plan to invest in additional ADC related discovery and pre-clinical development activities.

HSCT-TMA clinical development (AK901)

These expenses include external expenses that we have incurred in connection with the development of nomacopan for the treatment of pediatric HSCT-TMA and primarily consist of payments to CROs and other vendors. The decrease in HSCT-TMA clinical development expenses of $0.5 million and $1.5 million incurred during the three and nine months ended September 30, 2025, respectively, as compared to the three and nine months ended September 30, 2024, is primarily due to our decision to suspend the AK901 clinical program and find a collaborative partner for our nomacopan program.

Chemistry, manufacturing and control (“CMC”)

CMC expenses historically included external expenses incurred related to the development and manufacturing of nomacopan for use in clinical trials and pre-clinical development of PAS-nomacopan. In general, such expenses primarily consist of payments to vendors for manufacturing of drug substance (including raw materials), drug product, supplies, validation, quality assurance and other manufacturing development activities. The decrease in expenses of $0.4 million and $3.3 million incurred during the three and nine months ended September 30, 2025, respectively, as compared to the three and nine months ended September 30, 2024, is primarily due to our decision to suspend our pre-clinical PAS-nomacopan program and instead seek an external partner for further development.

Other external development expenses

These expenses include external expenses, such as payments to contract vendors, that may be related to pre-clinical development activities, discontinued programs and unallocated expenses. The decrease in expenses of $0.1 million and $0.7 million incurred during the three and nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, is related to lower costs incurred mainly related to pre-clinical studies and other pre-clinical development work investigating PAS-nomacopan for the treatment of GA.

Personnel costs

These expenses include compensation and related costs associated with employees, independent consultants and staffing firms. Personnel costs decreased by less than $0.1 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Personnel costs increased by less than $0.1 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase is primarily due to increases in non-cash stock-based compensation expense, partially offset by lower cash-based salaries.

The extent of our future research and development expenditures will be determined based on future funding.

U.K Research and Development Tax Credit

We record receipts of U.K. tax credits in the year received as a reduction in research and development expenses. Changes in tax credits received are the result of eligible research and development expenses paid in the previous tax year, which can fluctuate depending on timing of and location in which expenses are incurred.

The extent of our future research and development expenditures will be determined based on future funding and location of work performed.

General and administrative expenses

During the three months ended September 30, 2025, total general and administrative costs increased by approximately $0.3 million as compared to the three months ended September 30, 2024, primarily due to an increase in non-cash stock-based compensation expense of $0.4 million, an increase of less than $0.1 million in professional fees mainly related to implementation of the ELOC Purchase Agreement with White Lion, and partially offset by a decrease of approximately $0.2 million in premiums for our directors and officers insurance.

During the nine months ended September 30, 2025, total general and administrative costs increased by approximately $0.5 million as compared to the nine months ended September 30, 2024, primarily due to an increase in non-cash stock-based compensation expense of $1.1 million, an increase of $0.3 million in professional fees (primarily driven from Merger related financial disclosures and implementation of the ELOC Purchase Agreement with White Lion), partially offset by a decrease of approximately $0.5 million in cash-based salaries, a decrease of approximately $0.4 million in premiums for our directors and officers insurance.

Impairment loss

During the three and nine months ended September 30, 2025, we recognized an impairment loss on the in-process R&D related to PHP 303 which was acquired in connection with the Merger. The impairment loss was triggered due to reprioritization of resources to our ADC platform, no further development plans and inability to find a collaborative partner to date.

Merger-related costs

Merger-related costs consist of direct expenses incurred in connection with the Merger and are comprised primarily of legal and professional fees.

Merger-related costs for the three and nine months ended September 30, 2024 were $1 million and $2.3 million, respectively. No such costs were incurred during three and nine months ended September 30, 2025.

Restructuring and other costs

Restructuring costs consist primarily of severance and related benefit costs related to workforce reductions incurred in connection with the reduction in force (“RIF”), which the Company began to implement in May 2024.

Restructuring and other costs for the three and nine months ended September 30, 2024 were less than $0.1 million and $1.7 million, respectively. No such costs were incurred during three and nine months ended September 30, 2025.

Interest income

During each of the three and nine months ended September 30, 2025 and 2024, interest income was less than $0.1 million. Amounts may fluctuate from period to period due to changes in average cash balances and prevailing interest rates.

Interest expense

Interest expense primarily consists of amortization of share issuance costs on the August 2025 Notes and interest expense on the May 2024 Notes, the financing of director and officer insurance premiums and the notes assumed in the Merger, which include the April 2023 Convertible Notes, the November 2023 Note, the September 2024 Note, the 2021 Notes and the January 2024 Note. Refer to Note 7 and Note 13 of our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Interest expense may fluctuate from period to period due to changes in average interest-bearing loans and related interest rates.

Gain on settlement of current liabilities

During the three months ended September 30, 2025, we recognized a gain on settlement of current liabilities of $0.8 million with a vendor.

During the nine months ended September 30, 2025, we recognized a gain on settlement of current liabilities of $2.0 million which is comprised of a gain on settlement of $1.9 million with former vendors and a less than $0.1 million gain on debt extinguishment related to a promissory note issued by Peak Bio in November 2023 and assumed by the Company in November of 2024 in the amount of $0.4 million, bearing interest at 6% per annum with a maturity date of December 31, 2024.

No such gain was recognized during the three and nine months ended September 30, 2024.

Loss on debt extinguishment

During the three and nine months ended September 30, 2025, we recognized a loss on extinguishment of debt of $1 million, of which $0.4 million was in relation to the issuance of the August 2025 Note to third party investors, $0.5 million was related to the cancellation and exchange of Dr. Huh’s January 2024 Note for his August 2025 Note and less than $0.1 million was related to the modification of the April 2023 Convertible Notes pursuant to the April 2023 Convertible Notes and Warrants Amendment (as defined and described in Note 7 of our unaudited condensed consolidated financial statements included elsewhere in this prospectus).

No such loss was recognized during the three and nine months ended September 30, 2024.

Loss on derivative liability

During the three and nine months ended September 30, 2025, we recognized expense of $0.1 million in relation to the embedded derivative in the White Lion ELOC.

No such loss was recognized during the three and nine months ended September 30, 2024.

Change in fair value of warrant liabilities

Change in fair value of warrant liabilities represents non-cash warrant revaluation gains or losses related to the remeasurement of our liability-classified instruments, namely our September 2022 Warrants and the warrants we assumed on November 14, 2024 in connection with our acquisition of Peak Bio (the “Peak Bio Warrants”), which are more fully described in Note 5 of our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Due to the nature of and inputs in the model used to assess the fair value of our outstanding September 2022 Warrants and Peak Bio Warrants, it is not unusual to experience significant fluctuations during each remeasurement period. These fluctuations may be due to a variety of factors, including changes in our stock price and changes in estimated stock price volatility over the remaining life of the warrants.

During the three months ended September 30, 2025 and 2024, we recorded a change in the fair value of warrant liabilities, representing a non-cash revaluation gain of approximately $0.3 million and $0.1 million, respectively. Changes in the fair value of warrant liabilities and resulting warrant revaluation gain for the three months ended September 30, 2025 and 2024 were driven by the decrease in our stock price during the respective reporting period.

During the nine months ended September 30, 2025 and 2024, we recorded a change in the fair value of warrant liabilities, representing a non-cash revaluation gain of approximately $0.3 million and $0.5 million, respectively. Change in the fair value of warrant liabilities and resulting warrant revaluation gain for the nine months ended September 30, 2025 was driven by the decrease in our stock price during the reporting period, offset by an extinguishment of liability related to certain September 2022 Warrants and reclassification of certain Peak Warrants from warrant liability to equity following amendment of certain Peak Bio Warrants. Change in the fair value of warrant liabilities and resulting warrant revaluation gain for the nine months ended September 30, 2024 was driven primarily by the decrease in our stock price and the decrease in the expected term assumption during the reporting period.

Foreign currency exchange gain (loss), net

During each of the three months ended September 30, 2025 and 2024, we recorded a net foreign currency exchange gain of less than $0.1 million. During each of the nine months ended September 30, 2025 and 2024, we recorded a net foreign currency exchange loss of less than $0.1 million. Exchange gains and losses can fluctuate significantly from period to period due to changes in exchange rates, as well as the volume and timing of expenditures and related payments denominated in foreign currencies.

Other expense, net

Other expense was less than $0.1 million during the nine months ended September 30, 2024. During the three and nine months ended September 30, 2025 and the three months ended September 30, 2024, we incurred no such expense. Other expenses are not material to our results of operations.

Net loss applicable to common shareholders

As a result of the factors discussed above, our net loss applicable to common shareholders for the three months ended September 30, 2025 was $6.4 million, compared to net loss applicable to ordinary shareholders for the three months ended September 30, 2024 of $2.9 million. Our net loss applicable to common shareholders for the nine months ended September 30, 2025 was $12.0 million, compared to net loss applicable to ordinary shareholders for the nine months ended September 30, 2024 of $16.0 million.

Comparison of the Years Ended December 31, 2024 and 2023

Overview

During the year ended December 31, 2024, our loss from operations totaled $21.6 million, a 29% increase, compared to a loss from operations of $16.8 million for the year ended December 31, 2023. General and administrative expenses, merger related costs and restructuring costs comprise the majority of our total operating expenses, as shown in the table below:

	Year Ended
	December 31,
($ in thousands)	2024			2023			$ Change			%
Operating expenses:
Research and development	$	6,983		$	5,450		$	1,533			28	%
General and administrative		9,664			11,356			(1,692	)		-15	%
Merger-related expenses		3,273			-			3,273			100	%
Restructuring and other expenses		1,723			-			1,723			100	%
Total operating expenses		21,643			16,806			4,837			29	%
Loss from operations	$	(21,643	)	$	(16,806	)	$	(4,837	)		29	%

Research and development expenses

Our research and development expenses are charged to operations as incurred, and we incur both direct and indirect expenses for all of our programs. We track direct research and development expenses by preclinical and clinical programs, which may include third-party costs such as CROs, contract laboratories, consulting, and clinical trial costs. We do not allocate indirect research and development expenses, which may include product development and manufacturing, clinical, medical, regulatory, laboratory (equipment and supplies), personnel, facility and other overhead costs, to specific programs.

During the year ended December 31, 2024, total research and development expenses increased by approximately $1.5 million, or 28%, compared to the year ended December 31, 2023. The following sets forth research and development expenses for the years ended December 31, 2024 and 2023 by category:

	Year Ended
	December 31,
($ in thousands)	2024			2023			$ Change			%
Clinical Trials:
HSCT-TMA clinical development (AK901)	$	1,896		$	1,802		$	94			5	%
BP clinical development (AK802)		-			(1,073	)		1,073			-100	%

ADC preclinical development		47			-			47			100	%
Chemistry, manufacturing and control		3,497			2,684			813			30	%
Other external development expenses		837			1,498			(661	)		-44	%
Personnel costs		1,988			3,110			(1,122	)		-36	%
Tax credits		(1,282	)		(2,571	)		1,289			-50	%
Total research and development expenses	$	6,983		$	5,450		$	1,533			28	%

HSCT-TMA clinical development (AK901)

These expenses include external expenses that we have incurred in connection with the development of nomacopan for the treatment of pediatric HSCT-TMA and primarily consist of payments to CROs and other vendors. The 5% increase in expenses incurred during the year ended December 31, 2024, as compared to the year ended December 31, 2023, were primarily due to clinical trial close-out costs. In May 2024, following the completion of a pipeline prioritization review, we decided to suspend our HSCT-TMA program. Accordingly, we expect future HSCT-TMA costs to decrease following completion of the wind-down and close-out of the clinical trial.

Bullous Pemphigoid (“BP”) clinical development (AK802)

These expenses previously included external expenses that we incurred in connection with the development of nomacopan for the treatment of BP and primarily consisted of payments to CROs and other vendors. In 2022, we discontinued our BP clinical program and in connection with the final reconciliation of clinical trial close-out costs, we recorded a $1.1 million credit during the year ended December 31, 2023. We do not expect to incur material additional costs related to this program.

ADC preclinical development

These expenses include external expenses that we incurred in connection with the research and discovery of our ADC platform and program(s), and primarily consist of payments to CROs and other vendors. In 2024, we announced our strategic prioritization of our ADC technology and programs and expect to incur material additional costs related to this program as we will invest in additional ADC related preclinical research and discovery activities.

Chemistry, manufacturing and control

These expenses include external expenses incurred related to the development and manufacturing of nomacopan for use in clinical trials and preclinical development of PAS-nomacopan. In general, such expenses primarily consist of payments to contract manufacturing organizations and other vendors for manufacturing of drug substance (including raw materials), drug product, supplies, and validation, quality assurance and other manufacturing development activities. The $0.8 million, or 30%, increase in expenses incurred during the year ended December 31, 2024, as compared to the year ended December 31, 2023, is primarily due to the timing of manufacturing and development activities, including increased spending on the development of and preparation for manufacturing of PAS-nomacopan.

Other external development expenses

These expenses include external expenses, such as payments to contract vendors, that may be related to preclinical development activities, discontinued programs and unallocated expenses. The $0.7 million, or 44%, decrease in expenses incurred during the year ended December 31, 2024, as compared to the year ended December 31, 2023, is primarily related to lower costs incurred related to preclinical studies and other development work investigating PAS-nomacopan for the treatment of GA.

Personnel costs

These expenses include compensation and related costs associated with employees, independent consultants and staffing firms. The $1.1 million, or 36%, decrease in expenses incurred during the year ended December 31, 2024, as compared to the year ended December 31, 2023, is primarily due to the impact of the RIF, which was announced in May 2024, along with lower costs incurred for consultants. Separation benefits paid to impacted employees are classified separately under “Restructuring and other expenses”, as discussed below.

Tax credits

We record receipts of U.K. tax credits in the year received as a reduction in research and development expenses. Changes in tax credits received are the result of eligible research and development expenses incurred in the previous tax year, which can fluctuate depending on timing of and location in which expenses are incurred.

The extent of our future research and development expenditures will be determined based on future funding, and following the outcome of an assessment of our combined pipeline post-Merger, including program prioritization.

General and administrative expenses

During the year ended December 31, 2024, total general and administrative costs decreased by approximately $1.7 million, or 15%, as compared to the year ended December 31, 2023. The decrease was primarily due to decreases in (i) personnel costs of approximately $1.0 million resulting from the impact of the RIF which was announced in May 2024 (excluding separation benefits paid to impacted employees classified separately under “Restructuring and other expenses” below), (ii) director and officer insurance premiums of approximately $0.3 million, and (iii) consulting and professional fees of approximately $1.2 million. These decreases were partially offset by increases in other expenses of approximately $0.8 million related to regulatory and legal fees.

Merger-related expenses

Merger-related expenses consist of direct expenses incurred in connection with the completed Merger and are comprised primarily of legal and professional fees. No such expenses were incurred during the year ended December 31, 2023.

Restructuring and other expenses

Restructuring and other expenses consist primarily of severance and related benefit costs related to workforce reductions incurred in connection with the RIF, which we implemented in May 2024. Restructuring and other expenses includes $0.3 million of non-cash stock-based compensation expense. No restructuring expenses were incurred during the year ended December 31, 2023.

Interest income

During each of the years ended December 31, 2024 and 2023, interest income was less than $0.1 million and not material. The nominal decrease in interest income during the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to lower cash deposits in interest bearing accounts. Amounts may fluctuate from period to period due to changes in average cash balances and prevailing interest rates.

Interest expense

Interest expense primarily consists of interest incurred on the May 2024 Convertible Notes, the financing of director and officer insurance premiums and the notes assumed in the acquisition of the Peak Bio, Inc., which include the April 2023 Convertible Notes, the November 2023 Note, the September 2024 Note and the Notes Payable, Related Party. Refer to Note 6 and Note 9 of our consolidated financial statements included in this Form 10-K.

Interest expense may fluctuate from period to period due to changes in average interest-bearing loans and related interest rates. No interest expense was recognized during the year ended December 31, 2023.

Change in fair value of warrant liabilities

Change in fair value of warrant liabilities represents non-cash warrant revaluation gains or losses related to the remeasurement of our liability-classified instruments, namely our September 2022 Warrants and the warrants we assumed on November 14, 2024 in connection with our acquisition of Peak Bio (the “Peak Bio Warrants”), which are more fully described in Note 4 of our consolidated financial statements included in this Form 10-K. Due to the nature of and inputs in the model used to assess the fair value of our outstanding September 2022 Warrants and Peak Bio Warrants, it is not unusual to experience significant fluctuations during each remeasurement period. These fluctuations may be due to a variety of factors, including changes in our stock price and changes in estimated stock price volatility over the remaining life of the warrants.

During the years ended December 31, 2024 and 2023, we recorded a change in the fair value of warrant liabilities, representing a non-cash warrant revaluation gain of approximately $2.1 million and $6.6 million, respectively. Change in the fair value of the warrant liabilities and resulting warrant revaluation gain for the year ended December 31, 2024 was driven by the decrease in our stock price and decreases in the expected term and expected volatility assumptions during the reporting period, offset by the recognition of warrant liabilities relating to the assumed warrants resulting from the acquisition of Peak Bio. Change in the fair value of the warrant liabilities and resulting warrant revaluation gain for the year ended December 31, 2023 was driven primarily by the decrease in our stock price and decreases in the expected term and expected volatility assumptions during the reporting period.

Foreign currency exchange gain, net

During each of the years ended December 31, 2024 and 2023, we recorded a net foreign currency exchange gain of approximately less than $0.1 million. Exchange gains and losses can fluctuate significantly from period to period due to changes in exchange rates, as well as the volume and timing of expenditures and related payments denominated in foreign currencies.

Other expense, net

During each of the years ended December 31, 2024 and 2023, we recorded a net other expense of less than $0.1 million. Such expenses are not material to our results of operations.

Net Loss Applicable to Common Shareholders

As a result of the factors discussed above, our net loss applicable to common shareholders for the years ended December 31, 2024 and 2023 was $19.8 million and $10.0 million, respectively.

Financial Condition, Liquidity and Capital Resources

Sources of Liquidity

Since inception, we have incurred substantial losses, and we have primarily funded our operations with proceeds from the sale of equity securities, including Ordinary Shares, warrants and pre-funded warrants, and convertible notes. At September 30, 2025, we had $2.5 million in cash and an accumulated deficit of $259.3 million. To date, we have not generated any revenue.

We have devoted substantially all of our efforts to research and development, including clinical trials, and we have not commercialized any products. Our research and development activities, together with our general and administrative expenses, are expected to continue to result in substantial operating losses for the foreseeable future. These losses, among other things, have had and will continue to have an adverse effect on our shareholders’ equity, total assets and working capital. Due to the numerous risks and uncertainties associated with developing drug candidates and, if approved, commercial products, we are unable to predict the extent of any future losses, whether or when any of our drug candidates will become commercially available or when we will become profitable, if at all. Our future capital requirements will depend on many factors, including:

	●	the progress and costs of our drug discovery activities and pre-clinical studies, clinical trials and other research and development activities;

	●	the costs associated with the integration activities related to the Merger;

	●	the scope, prioritization and number of our clinical trials and other research and development programs;

	●	the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to our product candidates;

	●	the costs of the development and expansion of our operational infrastructure;

	●	the costs and timing of obtaining regulatory approval for our product candidates;

	●	the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

	●	the costs and timing of securing manufacturing arrangements for clinical or commercial production;

	●	the costs of contracting with third parties to provide sales and marketing capabilities for us;

	●	the magnitude of our general and administrative expenses; and

	●	any cost that we may incur under future in- and out-licensing arrangements relating to current or future product candidates.

Other than under the ELOC Purchase Agreement (defined below), the use of which is subject to the effectiveness of the registration statement we filed with the SEC pursuant to the White Lion RRA (defined below), we currently do not have any commitments for future external funding. We will need to raise additional funds, and we may decide to raise additional funds even before we need such funds if the conditions for raising capital are available and/or favorable. Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financings, credit facilities or by out-licensing arrangements of our product candidates. The sale of equity or convertible debt securities may result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also subject us to covenants that restrict our operations. We cannot be certain that additional funding, whether through grants, financings, credit facilities or out-licensing arrangements, will be available to us on acceptable terms, if at all. If sufficient funds are not available, we may be required to delay, reduce the scope of or eliminate research or development plans for, or commercialization efforts with respect to, one or more applications of our product candidates, or obtain funds through arrangements with collaborators or others that may require us to relinquish rights to certain potential products that we might otherwise seek to develop or commercialize independently.

December 2025 Offerings

On December 16, 2025, we entered into a securities purchase agreement with certain institutional investors providing for the issuance and sale, in a Registered Direct Offering, of 10,043,774 ADSs. The ADSs have been offered and sold together with Series G Warrants to purchase up to an aggregate of 10,043,774 ADSs, which were issued in a concurrent private placement. The combined purchase price per ADS and accompanying Series G Warrant sold in the Registered Direct Offering is $0.3883.

In a concurrent private placement, pursuant to a securities purchase agreement dated as of December 16, 2025, the Company agreed to issue to certain directors and officers of the Company (i) unregistered Pre-Funded Warrants to purchase an aggregate of 2,563,713 ADSs at an exercise price per ADS of $0.00001, and (ii) accompanying Series G Warrants to purchase an aggregate of 2,563,713 ADSs, at a combined purchase price of $0.4041 per Pre-Funded Warrant and Series G Warrant.

For more information, see “Prospectus Summary—Recent Developments—December 2025 Offerings” above.

December 2025 Note Exchange

On December 16, 2025, we entered into privately negotiated note cancellation and exchange agreements with the holders of existing unsecured promissory notes with a 20% original issue discount issued in August and September 2025, each expiring twelve months after the date of issuance (the “2026 Notes”), to exchange approximately $4 million principal amount of the 2026 Notes for (i) Pre-Funded Warrants to purchase up to an aggregate of 9,502,703 ADSs, at a price of $0.4041 per Note Exchange Pre-Funded Warrant and (ii) unregistered Note Exchange Warrants to purchase up to an aggregate of 9,502,703 ADSs. The Exchange closed on December 17, 2025.

For more information, see “Prospectus Summary—Recent Developments—December 2025 Note Exchange” above.

October 2025 Offering

On October 14, 2025, we entered into a securities purchase agreement with certain institutional investors, or the October 2025 Investors, pursuant to which we agreed to sell and issue to the October 2025 Investors in a registered direct offering, or the 2025 Registered Direct Offering, an aggregate of 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, together with (i) Series E Warrants to purchase up to 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, and (ii) Series F Warrants, and together with the Series E Warrants, the October 2025 Warrants, to purchase up to 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, which were issued in a concurrent private placement, for a combined purchase price per each ADS and the accompanying October 2025 Warrants sold in the October 2025 Registered Direct Offering of $0.80, and for a total aggregate gross proceeds of approximately $2.5 million, excluding any proceeds from any future exercises of the October 2025 Warrants. The 2025 Registered Direct Offering closed on October 16, 2025, or the October 2025 Closing Date.

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, or the October 2025 Shareholder Approval Date, of shareholder approval of the issuance of the ADSs issuable upon exercise of the Warrants, or the October 2025 Shareholder Approval, and will have a 5-year term from the October 2025 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 October 2025 Shareholder Approval Date, and have a thirty-month term from the October 2025 Shareholder Approval Date. If at the time of exercise there is no effective registration statement registering the ADSs underlying the October 2025 Warrants, the October 2025 Warrants may be exercised on a cashless basis. We agreed to file a registration statement registering for resale the ADSs issuable upon exercise of the October 2025 Warrants and the October 2025 Placement Agent Warrants (defined below) within 30 days of the October 2025 Closing Date.

We entered into a placement agency agreement with Ladenburg Thalmann & Co. Inc. (the “October 2025 Placement Agent”), pursuant to which we paid $262,500 in cash at closing of the October 2025 Registered Direct Offering. The October 2025 Placement Agent also received warrants, or the October 2025 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 October 2025 Registered Direct Offering to purchase up to 125,000 ADSs, at an exercise price of $1.00 per ADS which have a 5-year term expiring October 14, 2030.

White Lion Ordinary Share Purchase and Registration Rights Agreements

On August 29, 2025, or the ELOC Execution Date, we entered into the Ordinary Share Purchase Agreement, or the ELOC Purchase Agreement, and a Registration Rights Agreement, or the White Lion RRA, with White Lion Capital, LLC, or White Lion Capital. Pursuant to the ELOC Purchase Agreement, we had the right, but not the obligation, to require White Lion to purchase, from time to time, up to $25,000,000 in aggregate gross purchase price of newly issued Ordinary Shares, which may be exchanged for ADSs, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement.

The Company does not have a right to commence any sales of Ordinary Shares to White Lion under the ELOC Purchase Agreement until all conditions to the Company’s right to commence sales, as set forth in the ELOC Purchase Agreement, have been satisfied, including that a registration statement covering the resale of such shares is declared effective by the SEC and the final form of prospectus is filed with the SEC. Over the period ending on the earlier of (i) the date on which the Purchaser shall have purchased Ordinary Shares pursuant to the ELOC Purchase Agreement for an aggregate purchase price equal to the Commitment Amount or (ii) August 29, 2028, subject to the conditions of the ELOC Purchase Agreement, the Company will control the timing and amount of any sales of Ordinary Shares to the Purchaser. Actual sales of Ordinary Shares to White Lion under the ELOC Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the ADSs, and determinations made by the Company as to appropriate levels and sources of funding.

The purchase price of the Ordinary Shares that the Company elects to sell to White Lion pursuant to the ELOC Purchase Agreement will be determined based on the type of Purchase Notice issued, as follows:

	●	Rapid Purchase Option 1: The lowest traded price of the ADSs on the notice date.

	●	Rapid Purchase Option 2: 97% of the lowest traded price of the ADSs during the two hours following White Lion’s confirmed receipt of the notice.

	●	Rapid Purchase Option 3: The lowest of (i) the opening price of the ADSs on the notice date, (ii) the closing price of the ADSs on the prior business day, or (iii) the volume-weighted average price (VWAP) on the notice date, with a 20% discount if the trading price is below the opening price.

	●	VWAP Purchase: 97% of the lowest daily VWAP during a two-day valuation period for the first $12,500,000 of closings, and 98% thereafter.

In no event may the Company issue to White Lion under the ELOC Purchase Agreement more than 13,039,369,358 Ordinary Shares, or the Exchange Cap, which equals 19.99% of the Company’s outstanding Ordinary Shares as of the ELOC Execution Date, unless the Company obtains shareholder approval to issue shares in excess of the Exchange Cap or the average price paid for all Ordinary Shares issued under the agreement is equal to or greater than the Minimum Price (as defined in the ELOC Purchase Agreement). In any event, the ELOC Purchase Agreement provides that the Company may not issue or sell any Ordinary Shares if such issuance or sale would breach any applicable Nasdaq rules.

The ELOC Purchase Agreement prohibits the Company from directing White Lion to purchase any Ordinary Shares if those shares, when aggregated with all other Ordinary Shares then beneficially owned by White Lion (as calculated pursuant to Section 13(d) of the Exchange Act), would result in White Lion beneficially owning more than 4.99% of the outstanding Ordinary Shares, which may be increased to 9.99% at White Lion’s discretion upon 61 days’ prior written notice.

As consideration for White Lion’s execution of the ELOC Purchase Agreement, the Company paid a document preparation fee of $15,000, which was deducted from the proceeds related to the first Purchase Notice, and cash commitment fees of $37,500 when aggregate Purchase Notices exceed $500,000 and $87,500 (or $125,000 if $1,000,000 is reached first) when aggregate Purchase Notices exceed $1,000,000. Additionally, if the Company fails to close at least $625,000 in purchases by the 180th day after the White Lion RRA’s effective date, the Company will issue ADSs, represented by Ordinary Shares, equivalent to $75,000 divided by the lowest traded ADS price during a 10-day period preceding that date, or the ELOC Commitment Shares.

Concurrently with the ELOC Purchase Agreement, the Company and the Purchaser entered into the White Lion RRA, pursuant to which the Company agreed to file a registration statement within thirty calendar days following the ELOC Execution Date, to register the resale of the maximum number of registrable securities (including the Ordinary Shares, ELOC Commitment Shares, and ADSs representing such shares) permitted by applicable SEC rules.

As of September 30, 2025, the Company had no outstanding purchase notices issued to White Lion.

August 2025 Note offering

On August 7, 2025, we entered into Note Purchase Agreements with certain investors, including the Company’s directors, or the Note Investors, in a private placement offering, or the Note Offering. Pursuant to these agreements, the Note Investors agreed to purchase, and we agreed to issue unsecured promissory notes with a 20% original issuance discount, or the Notes. In connection with the Note Offering, we agreed to extend the expiration date of Series A Warrants by 48 months from their original date of expiration through Warrant Amendment Agreements.

On August 15, 2025 and August 18, 2025, or the August 2025 Closing Dates, we completed the first tranche of closings for the Note Offering, issuing Notes with an aggregate purchase price of $2,261,000 and an aggregate principal amount of $2,826,250, which includes a note exchange with the Company’s Chairman, Dr. Hoyoung Huh, as outlined below. The Notes mature 12 months from their respective August 2025 Closing Dates, at which time the principal amount becomes due and payable. On the August 2025 Closing Dates, we also entered into the Warrant Amendment Agreements with certain Note Investors, extending the expiration date of Series A Warrants to purchase an aggregate of 1,973,211 ADSs.

As part of the first tranche, Dr. Hoyoung Huh, the Company’s Chairman, purchased a Note with a principal amount of $1,250,000 for a purchase price of $1,000,000. The purchase price was satisfied through a cash payment of $162,567 and the cancellation of $837,433 in outstanding principal and accrued interest under a senior secured promissory note previously issued to him by our wholly owned subsidiary, Peak Bio Inc., in January 2024, or the Peak Bio Note. On August 7, 2025, we entered into a Loan Cancellation and Exchange Agreement, whereby the Peak Bio Note was cancelled and extinguished to partially satisfy the purchase price of the Note purchased by Dr. Huh.

We paid a placement agent fee of $75,000 to Paulson Investment Company, LLC, or Paulson, in connection with the August 2025 Notes Offering.

In December 2025, approximately $4 million principal amount of the Notes were exchanged for (i) Pre-Funded Warrants to purchase up to an aggregate of 9,502,703 ADSs and (ii) Note Exchange Warrants to purchase up to an aggregate of 9,502,703 ADSs.

Funding Requirements

As of the date of this prospectus, our existing cash, together with funds from the December 2025 Offerings, is sufficient to fund our operations into the second quarter of 2026. While we have additional funding activities in progress to fund our operations, we will need to raise additional capital to continue to fund our operations and service our obligations in the future. If we are unable to raise additional capital when needed, we will not be able to continue as a going concern. We do not currently have any products approved for sale and do not generate any revenue from product sales. We are currently seeking and expect to continue to seek additional funding through financings of equity and/or debt securities. We may also engage in strategic research and development collaborations, pre-clinical and clinical funding arrangements, the sale or license of technology assets, and/or other strategic alternatives.

Financing may not be available to us when we need it, or on favorable or acceptable terms, or at all. We could be required to seek funds through means that may require us to relinquish rights to some of our technologies, drug candidates or drugs that we would otherwise pursue on our own. In addition, if we raise additional funds by issuing equity securities, our then existing shareholders may experience dilution. The terms of any financing may adversely affect the holdings or the rights of existing shareholders. An equity financing that involves existing shareholders may cause a concentration of ownership. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, and are likely to include rights that are senior to the holders of our Ordinary Shares. Any additional debt or equity financing may contain terms which are not favorable to us or to our shareholders, such as liquidation and other preferences, or liens or other restrictions on our assets. As discussed in Note 11 to the consolidated financial statements included elsewhere in this prospectus, additional equity financings may also result in cumulative changes in ownership over a three-year period in excess of 50% which would limit the amount of net operating loss and tax credit carryforwards that we may utilize in any one year.

If we are unable to raise additional capital when required or on acceptable terms, we may be required to:

	●	significantly delay, scale back, or discontinue the development or commercialization of our product candidates;

	●	seek strategic alliances for research and development programs at an earlier stage than otherwise would be desirable or that we otherwise would have sought to develop independently, or on terms that are less favorable than might otherwise be available in the future;

	●	dispose of technology assets, including current product candidates, or relinquish or license on unfavorable terms, our rights to technologies or any of our product candidates that we otherwise would seek to develop or commercialize ourselves;

	●	pursue the sale of our company to a third party at a price that may result in a loss on investment for our shareholders; or

	●	file for bankruptcy or cease operations altogether.

Any of these events could have a material adverse effect on our business, operating results, and prospects.

We believe the key factors which will affect our ability to obtain funding are:

	●	the receptivity of the capital markets to financings by biotechnology companies generally and companies with drug candidates and technologies similar to ours specifically;

	●	the receptivity of the capital markets to any in-licensing, product acquisition or other transaction we may enter into or attempt to enter into;

	●	our ability to successfully integrate operations with Peak Bio following the Merger and realize anticipated benefits of the Merger;

	●	the results of our pre-clinical and clinical development activities in our drug candidates we develop on the timelines anticipated;

	●	competitive and potentially competitive products and technologies and investors’ receptivity to our drug candidates we develop and the technology underlying them in light of competitive products and technologies; and

	●	the cost, timing, and outcome of regulatory reviews.

In addition, increases in expenses or delays in clinical development may adversely impact our cash position and require additional funds or cost reductions.

Based on our recurring losses from operations incurred since inception, our expectation of continuing operating losses for the foreseeable future, negative operating cash flows for the foreseeable future, and the need to raise additional capital to finance its future operations, we have concluded that there is substantial doubt regarding our ability to continue as a going concern within one year after the date that our quarterly financial statements are issued. Because of these uncertainties, the accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As such, the accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary if we are unable to continue as a going concern.

Cash Flows

Cash flows for the nine-month periods ended September 30, 2025 and 2024

The following table summarizes our sources and uses of cash for each of the periods presented (in thousands):

	Nine Months Ended
	September 30,
(In thousands)	2025			2024
Net cash (used in) provided by:
Net cash used in operating activities	$	(7,527	)	$	(10,428	)
Net cash provided by financing activities		7,411			8,834
Effect of exchange rates on cash		1			(5	)
Net change in cash	$	(115	)	$	(1,599	)

Operating Activities. The net cash used in operating activities for the periods presented consists primarily of our net loss adjusted for non-cash charges and changes in components of working capital. The decrease in cash used in operating activities during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was primarily due to a decrease in research and development costs and restructuring costs related to the program reprioritization and a decrease in merger-related costs incurred in connection with the Peak Bio acquisition.

Investment Activities. There were no investing activities during the nine months ended September 30, 2025 and 2024.

Financing Activities. Net cash provided by financing activities primarily consisted of the following:

	●	For the nine months ended September 30, 2025, an aggregate of $5.9 million in net proceeds received from the March 2025 Private Placement, an aggregate of $2.1 million in net proceeds received from the August 2025 Notes, an aggregate of $0.3 million received in advance for pre-funded warrants issued in the March 2025 Private Placement, partially offset by $0.5 million of payments related to our promissory notes and $0.4 million of payments for our insurance premium financing; and

	●	For the nine months ended September 30, 2024, an aggregate of $8.7 million in net proceeds received from debt and equity financings, including (i) $1.7 million in net proceeds from the March 2024 Private Placement, (ii) $1.0 million in net proceeds from the issuance of the May 2024 Notes, and (iii) $7.0 million in net proceeds from the May 2024 Private Placement, partially offset by $0.9 million in payments related to our short-term insurance premium financing arrangement.

Cash flows for the Years ended December 31, 2024 and 2023

The following table summarizes our sources and uses of cash for each of the periods presented:

	Year Ended
	December 31,
(In thousands)	2024			2023
Net cash (used in) provided by:
Net cash used in operating activities	$	(12,552	)	$	(16,432	)
Net cash provided by investing activities		382			-
Net cash provided by financing activities		10,988			7,020
Effect of exchange rates on cash		(4	)		7
Net decrease in cash	$	(1,186	)	$	(9,405	)

Operating Activities. The net cash used in operating activities for the periods presented consists primarily of our net loss adjusted for non-cash charges and changes in components of working capital. The decrease in cash used in operating activities during the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to increases in accounts payable and accrued expenses resulting from the timing of cash outlays.

Investment Activities. The net cash provided by investing activities during the year ended December 31, 2024 is solely related to the Merger. There were no investing activities during the year ended December 31, 2023.

Financing Activities. Net cash provided by financing activities primarily consisted of the following:

●For the year ended December 31, 2024, an aggregate of $11.8 million in net proceeds received from the issuance of debt and equity securities, including (i) $1.7 million in net proceeds from the March 2024 Private Placement, (ii) $1.0 million in net proceeds from the issuance of the May 2024 Convertible Notes, (iii) $7.0 million in net proceeds from the May 2024 Private Placement, and (iv) $2.8 million in net proceeds from the November 2024 Private Placement, partially offset by repayment of $0.75 million towards the May 2024 Convertible Notes and $1.1 million in payments related to our short-term insurance premium financing arrangement; and

●For the year ended December 31, 2023, an aggregate of $7.0 million in net proceeds received from various offerings of equity securities, including (i) $3.5 million in net proceeds from the March 2023 Registered Direct Offering, (ii) $1.7 million in net proceeds from the September 2023 Private Placement, and (iii) $1.8 million in net proceeds from the December 2023 Private Placement.

Material Cash Requirements

Insurance Financing Obligations

In January 2025, we entered into a short-term financing arrangement with a third-party vendor to finance insurance premiums. The aggregate amount financed under this agreement was $0.5 million which is scheduled to be paid in monthly installments through November 2025.

Debt Obligations

We have outstanding convertible notes and notes payable with third parties and related parties assumed from the acquisition of Peak Bio Inc. and through new financings as more fully described in Note 7 and Note 13, respectively, of our unaudited condensed consolidated financial statements included elsewhere in this prospectus. As of September 30, 2025, these obligations are expected to result in principal payments of approximately $4.6 million.

Other

We enter into a variety of agreements and financial commitments in the normal course of business. The terms generally provide us the option to cancel, reschedule and adjust our requirements based on our business needs, prior to the delivery of goods or performance of services. However, it is not possible to predict the amount of future payments under these agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement.

Critical Accounting Estimates

This management’s discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In doing so, we must make estimates and assumptions that affect our reported amounts of assets, liabilities and expenses, as well as related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and judgments, including, but not limited to, those related to (i) stock-based compensation, (ii) fair value of warrants classified as liabilities, (iii) research and development prepayments, accruals and related expenses, (iv) income taxes, and (v) intangible assets impairment. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We regard an accounting estimate or assumption underlying our financial statements as a “critical accounting estimate” if:

	●	the nature of the estimate or assumption is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

	●	the impact of the estimates and assumptions on financial condition or operating performance is material.

While our significant accounting policies are described in more detail in Note 2 to our consolidated financial statements appearing elsewhere in this prospectus, we believe the following accounting policies to be the most critical to the judgments and estimates used in the preparation of our financial statements.

Stock-based compensation

We measure all stock-based awards granted to employees, directors and non-employees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective awards. Forfeitures are accounted for as they occur. We classify stock-based compensation expense in our consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The fair value of each restricted ordinary share award is estimated on the date of grant based on the fair value of our Ordinary Shares on that same date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain assumptions, including the expected stock price volatility, the expected term of the award, the risk-free interest rate, and expected dividends. We estimate our expected stock price volatility based on the historical volatility of our ADSs, considering the expected term of the options. The expected term of our options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that we have never paid cash dividends on ordinary shares and do not expect to pay any cash dividends in the foreseeable future.

Fair value of warrants classified as liabilities

We utilize a Black-Scholes model to value our outstanding September 2022 Warrants and the Peak Bio Warrants, at each reporting period, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. The estimated fair value of warrant liabilities is determined using Level 3 inputs. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. We estimate the expected volatility of our stock price based on historical volatility of our ADSs, considering the expected remaining life of the September 2022 Warrants and the Peak Bio Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the expected remaining life of the September 2022 Warrants and the Peak Bio Warrants. The expected life of the September 2022 Warrants and the Peak Bio Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on our historical rate, which we anticipate to remain at zero. Due to the nature of and inputs in the model used to assess the fair value of the warrants, it is not unusual to experience significant fluctuations during each remeasurement period.

Research and development prepayments, accruals and related expenses

As part of the process of preparing our financial statements, we are required to estimate our accrued and prepaid expenses for research and development activities performed by third parties, including CROs and clinical investigators. These estimates are made as of the reporting date of the work completed over the life of the individual study in accordance with agreements established with CROs and clinical trial sites. Some CROs invoice on a monthly basis, while others invoice upon achievement of milestones and the expense is recorded as services are rendered. We determine the estimates of research and development activities incurred at the end of each reporting period through discussion with internal personnel and outside service providers as to the progress or stage of completion of trials or services, as of the end of each reporting period, pursuant to contracts with clinical trial centers and CROs and the agreed upon fee to be paid for such services. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary.

Income Tax

When determining if the realization of a deferred tax asset is likely to assess the need to record a valuation allowance, estimates and judgment are required. We consider all available evidence, both positive and negative, including estimated future taxable earnings, ongoing planning strategies, future reversals of existing temporary differences and historical operating results. Additionally, changes to tax laws and statutory tax rates can have an impact on our determination. Our intention is to evaluate the realizability of our deferred tax assets quarterly.

We follow the provisions of ASC 740 “Accounting for Uncertainty in Income Taxes” (“ASC 740”), which prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under ASC 740, an entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. Interest and penalties related to uncertain tax positions are recognized as general and administrative expense.

Peak Bio Inc. Acquisition

On March 4, 2024, we entered into the Merger Agreement with Peak Bio and Merger Sub. On November 14, 2024, we completed the business combination contemplated by the Merger Agreement, pursuant to which, Merger Sub merged with and into Peak Bio, with Peak Bio surviving the acquisition as a wholly-owned subsidiary of Akari.

In connection with the acquisition, we issued a total of 12,613,942 ADSs which reflected the conversion of each issued and outstanding share of Peak Bio Common Stock into the right to receive ADSs equal to the Exchange Ratio. Each Peak Warrant and Peak Option was converted into Adjusted Warrants and Adjusted Options, respectively, to purchase a number of Ordinary Shares or ADSs, based on the Exchange Ratio. The Adjusted Warrants and the Adjusted Options have substantially similar terms and conditions as were applicable to such Peak Warrants and Peak Options immediately prior to the Closing.

The estimated fair value of the Adjusted Warrants of $1.8 million at the acquisition closing date was calculated using the Black Scholes Option Pricing Model. The following assumptions were used to determine the fair value of the assumed warrants as of November 14. 2024:

	Peak Bio Assumed Warrants
	November 2022			April 2023
Stock (ADS) price	$	2.23		$	2.23
Exercise price	$	39.18		$	2.04
Expected term (in years)		3.0			3.5
Expected volatility		86.4	%		84.1	%
Risk-free interest rate		4.3	%		4.3	%
Expected dividend yield		-			-

We assumed Peak Bio’s outstanding stock option awards and granted options to purchase 1,618,081 ADSs as replacement awards for the Peak Bio Adjusted Options. We determined the Peak Bio Adjusted Options were not probable of vesting prior to the consummation of the Merger Agreement. For this reason, the fair value of the replacement awards was not included as consideration transferred in the business combination. Instead, the entire fair value of the adjusted options will be recognized as compensation cost in the post-combination period. The estimated fair value of the Adjusted Options of $1.8 million at the acquisition closing date was calculated using the Black Scholes Option Pricing Model. The valuation assumptions used in the Black Scholes Option Pricing Model include our stock price on the date of closing of $2.23, volatility ranging from 84.1% to 86.4%, an expected dividend yield of 0.0%, an expected term ranging from 0.20 years to 5.32 years, and a risk-free interest rate ranging from 4.3% to 4.6%.

We recognized in-process research and development, or IPR&D, in connection with the acquisition. The fair value of the acquired IPR&D was determined based upon the income approach using a multi period excess earnings model which included a forecast of the expected cash flows, as discussed in more detail under “Valuation of Intangible Assets.”

Valuation of Intangible Assets

In a business combination, the fair value of acquired IPR&D is capitalized and accounted for as indefinite-lived intangible assets, and not amortized until the underlying project receives regulatory approval, at which point the intangible assets will be accounted for as definite-lived intangible assets or discontinued. If discontinued, the intangible assets will be written off. R&D costs incurred after the acquisition are expensed as incurred.

The estimated fair values of identifiable intangible assets were determined using the multi-period excess earnings method, which is a valuation methodology that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. The projected discounted cash flow models used to estimate the fair value of assets of our IPR&D reflect significant assumptions and are level 3 unobservable data regarding the estimates a market participant would make in order to evaluate a drug development asset, including the following:

●Probability of clinical trial success and obtaining regulatory approval;

●Forecasted gross sales from up-front and milestone payments, royalties and product sales; and

●A discount rate reflecting our weighted average cost of capital and specific risk inherent in the underlying assets.

The valuation of our acquired IPR&D has significant measurement uncertainty given the lack of historical data on which to base assumptions. We engaged a third-party valuation firm to assist us with the valuation of the IPR&D. Assumptions are difficult to make accurately and were mainly derived from life science studies, industry data, and peer company information that our management believes represent appropriate comparable data.

We test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If we conclude it is more likely than not that the fair value is less than its carrying amount, a quantitative impairment test is performed.

Intangible Assets Impairment

We recognized goodwill and other intangible assets comprised of IPR&D during the year ended December 31, 2024 in connection with our acquisition of Peak Bio (collectively, our “Intangible Assets”).

For our Intangible Assets, we have the option to first assess qualitative factors to determine whether the fair value of our reporting unit is “more likely than not” less than its carrying value. For IPR&D, the qualitative assessment focuses on key inputs, assumptions and rationale utilized in the establishment of the carrying value. When performing a quantitative analysis, we use our overall market capitalization as a basis to determine the fair value of our reporting unit. When the carrying value of our reporting unit exceeds its fair value, an impairment charge is recorded in current earnings for the difference up to the carrying value of the Intangible Assets recorded.

We manage our operations as a single operating segment for the purposes of assessing performance, making operating decisions and allocating resources, resulting in a single reportable segment, or reporting unit. Subsequent to our acquisition of Peak Bio, the fair market value of our ADSs experienced a significant decline. As a result, we performed a qualitative assessment as of December 31, 2024 to determine whether our Intangible Assets were impaired.

In our qualitative assessment, we considered relevant facts and circumstances for our reportable segment, including (i) overall financial performance, including recent fundraising activities and our strategic acquisition of Peak Bio (ii) industry and market conditions in which we operate, (iii) changes in the reporting unit carrying value since prior year, (iv) macroeconomic conditions, and (v) changes in the fair market value of our ADSs.

Based on the results of our qualitative assessment, we concluded that it is not more likely than not that the fair value of our reporting unit is less than its carrying value.

Recent Accounting Pronouncements

We periodically monitor and review all current accounting pronouncements and standards from the Financial Accounting Standards Board (“FASB”) for applicability to our operations. We do not expect the adoption of accounting pronouncements recently issued to have a material impact on our results of operations, financial position or cash flow.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide this information.

BUSINESS

Overview

We are an oncology company developing next-generation antibody-drug conjugates (“ADCs”) designed around novel, proprietary cancer-killing toxins (“payloads”). We believe these novel payloads may have the potential to transform the efficacy and safety outcomes of ADCs as cancer therapies beyond options that are currently available or in development.

Cancers are the second leading cause of mortality in the United States and the leading cause of death for those under 65 years of age. The American Cancer Society estimates that approximately 618,000 people will die of cancer in the United States in 2025.

ADCs are a class of cancer therapies that combine the precision targeting of antibodies with payload toxins that attack cancer cells. To date, innovation in the field of ADC therapies has focused primarily on the development of novel antibodies linked to existing classes of payload toxins. For example, there is a range of approved ADCs with antibodies that target the Her2, Trop2, CD19, CD22, CD30, Nectin-4, Tissue Factor, and FR alpha antibodies. But there is a surprising lack of diversity in the payload toxins to which those antibodies are linked, as all of these marketed products, and more than 90% of ADCs in late-stage clinical development of which we are aware, utilize payloads from just two standard classes: (1) microtubule inhibitors or (2) DNA-damaging agents such as topoisomerase I inhibitors.

Despite the initial success of ADCs as oncology therapies, each of these payload classes has limitations in terms of providing significant and enduring efficacy and manageable toxicity and tolerability for cancer patients:

●

Microtubule Inhibitors: resistance by cancer cells after initial response, off-target toxicity to healthy tissues and cells, and limited efficacy against static cancer cells that are not in division mode.

●

Topoisomerase I Inhibitors: resistance by cancer cells after initial response, off-target toxicities, that include lung scarring, gastrointestinal and hematological toxicities (including low white blood cells and platelets), and limited ability to combine with other cancer therapies due to cumulative toxicities.

Our approach centers on creating novel payloads that work through different biological mechanisms than these standard payload classes. We believe that doing so may allow us to discover and develop ADCs that solve for the known limitations of therapies that utilize existing payload classes. However, our strategy is new and unproven, and we cannot guarantee that we will be successful in our efforts.

●

more effective cancer-killing properties, or cytotoxicity;

●

activating the immune system to harness its power to kill cancer;

●

synergize with other key therapies used today such as anti-PD1 and anti-PD-L1 therapies (“checkpoint inhibitors”) to activate the immune system to potentially deliver even greater efficacy results that either agent alone (more than additive);

●

greater sustained duration and depth of response to ADC therapy to regress or eliminate the cancer;

●

reduced tumor resistance; and

●

improved safety and tolerability relative to ADCs that are currently available.

Our lead payload, PH1, derives its 1) cytotoxic and 2) immune activating properties from its ability to disrupt the function of spliceosomes, which play a critical role in protein synthesis. In addition to the cytotoxic or cell killing properties of the PH1 payload, we have observed in preclinical studies that PH1 triggers an immune response that leads to additional cancer cell killing via the activation B-cells and T-cells through neoepitope formation on the cancer cell. We believe this dual 1-2 mode of action of tumor killing by PH1 is differentiated from current standard ADC payloads used today and suggests that PH1 presents a unique approach to immune-oncology ADC therapies moving forward.

Beyond AKTX-101, our ADC Platform enables us to develop additional ADCs that combine the PH1 payload and other novel payloads that we are developing or may in the future develop with a number of antibodies known to be key cancer targets. Our pipeline also includes AKTX-102, a discovery-stage ADC that pairs PH1 with an undisclosed target antibody.

We are also pursuing research on two additional novel payloads that possess distinct MoAs from those demonstrated by traditional payloads:

●

PH5: inhibits DNA mismatch repair (“MMR”) and DNA Damage Response (“DDR”) to generate neoepitopes.

●

PH6: inhibits DNA transcription in cancer cells and co-opted immune cells.

We acquired the proprietary rights to PH1, PH5 and PH6 in connection with the Merger, which was completed in November 2024. Prior to that time, we were primarily focused on advancing our former product candidates nomacopan and PAS-nomacopan (longer-acting nomacopan that is PASylated). Since the closing of the Merger, we have focused substantially all of our efforts on the development of ADCs and our ADC Platform. As such, we have been actively seeking strategic partners to license these Legacy assets and advance their development externally. See “—Our Legacy Programs” for more information.

Our Strategy

We aim to create more effective and safer ADC cancer therapies by leveraging our novel payload expertise to potentially create superior ADC therapies for cancer patients. We intend to leverage the core capabilities of our experienced team in cancer biology and chemistry, as well as experienced senior leadership in the oncology space to advance our novel ADC Platform and candidates. In March 2025, we announced that our director Abizer Gaslightwala would be joining our management team as President and CEO effective April 21, 2025. Mr. Gaslightwala brings a proven track record of successfully developing and commercializing oncology therapies as well as expertise in antibody-based therapies.

Our approach is focused on five key areas:

●

Advance AKTX-101 to a potential initiation of a first-in-human (“FIH”) trial to establish its safety and potential clinical activity. AKTX-101 has demonstrated its potential efficacy and safety in several preclinical models to date. We intend to focus on defining the tumor strategy that drives maximum future commercial opportunity, developing additional preclinical data to support this strategy, developing a manufacturing supply, and completing formal non-clinical and toxicology studies to potentially support a future IND or other regulatory submission for a FIH trial.

●

Progress AKTX-102, our discovery-stage ADC that utilizes PH1 against a novel cancer target. Our AKTX-102 ADC product candidate is a novel antibody construct that is unprecedented, and utilizes PH1 as its payload for robust cell killing and immune activation against the cancer. From our initial early data, we believe AKTX-102 has the potential to overcome limitations of current ADCs in testing that focus on this cancer target. We plan to advance AKTX-102 through additional efficacy and safety preclinical experiments to further understand its potential benefits.

●

Leverage our ADC product candidates and novel PH1 payload to partner with biopharmaceutical companies that desire to develop ADCs with a unique approach that could achieve superior outcomes to current options. Our focus is on the development of novel proprietary payloads and antibody-payload linkers enables a broad and flexible partnering strategy that allows us to out-license rights to specific ADCs, such as AKTX-101, or license rights to our novel proprietary payload PH1 to partners to develop novel ADC product candidates as well.

●

Out-license our legacy non-oncology assets. Nomacopan is a clinical stage asset with key clinical data in inflammation and rare diseases. PAS- nomacopan is a preclinical, longer-acting version of nomacopan with a focus on geographic atrophy for retinal/ophthalmological diseases. We continue to hope to out-license these assets as a means for raising capital that can be applied to the advancement of our ADC product candidates and the development of our ADC Platform.

Our Novel Payload

PH1: Our Lead Payload

PH1, or Thailanstatin ThA13, is an analog of a toxin produced by the bacterium Burkholderia thailandensis MSMB43 with cytotoxic properties that stem from its ability to inhibit the ability of spliceosomes in eukaryotic cells to properly generate mature messenger mRNA (“mRNA”) from pre-messenger RNA (“pre-mRNA”) during the step of protein synthesis called splicing.

We believe spliceosomes are attractive targets for ADCs because the inhibition of spliceosomal function prevents cells from receiving critical information necessary for their continued survival. During splicing, pre-RNA is converted to mRNA via the removal of “junk” sequences of pre-mRNA called introns, and the stitching together of the meaningful parts of pre-mRNA called exons. After the introns have been removed and the exons stitched together, the resulting mRNA is then translated into proteins. The spliceosome is the machinery responsible for the correct splicing of pre-mRNA and resultant formation of mRNA.

Faulty spliceosome function, results in improper construction of exons, leading to faulty mRNA and resultant aberrant proteins. Accumulation of thousands of aberrant mis-spliced RNA sequences and misfolded unnatural proteins within the cell cause it to die by endoplasmic reticulum stress, unfolded protein response, and other various mechanisms. The accumulation of mis-spliced RNA also produces unnatural proteins called neoepitopes, which generate an immunostimulatory response that leads to further elimination by the immune system of cells that express similar neoepitopes. We believe the secondary cytotoxic effect of spliceosome malfunction that results from neoepitope formation makes the use of spliceosome inhibitors attractive in the development of potential ADC therapies due to their potential to exhibit a bifunctional MoA through which the payload targets and kills cancer cells and the resultant formation of neoepitopes triggers the body’s immune system to do the same.

Preclinical data that we have gathered indicate that PH1 possesses the ability to induce neoepitope formation. In an in vitro study, we performed an unbiased comparison of PH1-, ravtansine (“DM4”)- and dimethyl sulfoxide (“DMSO”) (vehicle control)- treated human gastric cancer cells by performing RNA sequencing all genes and looking for sequences that would give rise to neoepitopes. After identifying the normal and novel RNA species, we highlighted the neoepitope-containing species that respectively increased in response to treatment with DM4 and PH1 as compared to the control treatment. We observed that PH1-treated cells contained 765 neoepitope-containing species, representing approximately 9 times the number of neoepitope-containing species created by DM4, which suggests that PH1 may be highly proficient at recruiting immune cells to the tumor and stimulating immune-cell mediated cancer cell death. When we looked for genes that were negatively impacted and reduced in quantity, we found 660 unique RNA species were depleted in PH1-treated cells which was over three times greater than the number found in DM4-treated cells.

This bifunctional MoA is described in the following two graphics:

Summary of Preclinical Studies of PH1

We have examined the cytotoxic and immunostimulatory effects of PH1 on multiple targets on several solid tumor types and examined PH1’s potential synergies with checkpoint inhibitors in various in vitro and in vivo preclinical studies.

In in vitro gastric and breast cancer models, we compared the cytotoxicity of an ADC comprised of PH1 conjugated to a Her2 antibody (“Her2-PH1 ADC”) with that of Kadcyla®, a Her2-targeting ADC commercially approved for use in the treatment of Her2-positive breast cancer. In both studies, the Her2-PH1 ADC demonstrated superior cytotoxic activity. We also studied PH1 conjugated to a novel target (undisclosed) in an in vitro preclinical model of non-small cell lung cancer (NSCLC) and found that the PH1 ADC showed increased anti-tumor activity in comparison to a vehicle comprised of the antibody target alone.

We have also studied PH1’s bifunctional MoA and its potential synergies with checkpoint inhibitors in a mouse colon cancer model in which we examined tumor regression and survival rates in 76 mice that were injected subcutaneously with colon cancer cells expressing Her2. We compared a Her2-PH1 ADC with Kadcyla®, (Kadcyla® is not approved for colon cancer) both as single treatment agents and in combination with checkpoint inhibitor therapy (“I/O”). When administered as a combination with I/O therapy, the Her2-PH1 ADC induced 14 complete tumor regressions (“CRs”) whereas 5 tumors rebounded after initial shrinkage (n=19 mice per arm). As a result, 73% of Her2-PH1 + I/O treated mice showed complete regressions and were still on study at 5 months, and median survival was not reached. In the Kadcyla® combination arm with I/O, there were 8 CRs and 11 tumor rebounds, and 42% of Kadcyla® + I /O treated mice were tumor-free at 5 months. The median survival of Kadcyla® + I/O treated mice was 149 days.

A second in vivo preclinical mouse study was performed using the identical mouse colon cancer model with the cancer cells expressing Her2. The mice developed measurable tumors and were then treated with two doses of a Her2-PH1 ADC, both as monotherapy and in combination with I/O. Of the eight mice treated with the Her2-PH1 ADC in combination with I/O, seven (87.5%) had achieved CR and survived at 150 days. These seven mice were subsequently rechallenged with colon cancer cells expressing Her2, similar to the cells administered at the onset of the study. No tumor growth was observed in any of the seven mice after they were rechallenged. This zero occurrence of cancer was found despite these mice not receiving any additional treatment with the Her2-PH1 ADC after being rechallenged, indicating that these mice retained immune memory against the colon cancer cells expressing Her2. Based on the results of these two combination studies, we believe that PH1 has the potential to generate an immunostimulatory effect and may possess synergies with checkpoint inhibitors, which could improve the longer term control of cancer after the completion of initial treatment.

We have also observed that PH1 may be less susceptible to multidrug resistance (“MDR”), which can occur when cancer cells develop resistance to chemotherapeutic agents. One mechanism by which MDR occurs is through the overexpression of what are referred to as MDR transporters, which have the ability to pump standard payloads out of the cell before the payload can kill the cell.

We evaluated PH1 and Monomethyl auristatin E’s (MMAE) ability to kill mouse embryonic stem (“MES”) cells with normal and high levels of MDR. We found that MMAE, but not PH1, was recognized by these pumps, and the presence of high levels of these pumps reduced the in vitro cytotoxicity (IC50) of MMAE 198-fold. The presence of high levels of these pumps had no significant effect on the cytotoxic potency of PH1, as the latter were not substrates and therefore not recognized by MDRs nor pumped out of the cell. The MDR-specific inhibitor Elacridar prevented MDR pumps in MDR-high MES cells from pumping MMAE payload out of the cell, allowing its accumulation, and returning MMAE’s cell killing potency back to baseline. This finding confirmed that the loss of MMAE’s potency was specific to the increase in the number of MDR pumps and did not occur even in the presence of increased numbers, when we blocked MDR’s ability to pump out the payload using Elacridar. We believe this is important because MDR transporters are known to be implicated in the emergence of resistance against many chemotherapies, including some ADC payloads. Furthermore, if MDRs recognized PH1, it would have reduced its potency, and restricted its cytotoxicity to only targets that were highly expressed in cancer cells.

AKTX-101: Our Lead ADC Product Candidate

We aim to establish a best-in-class Trop2-targeting ADC with our lead product candidate AKTX-101. AKTX-101 is designed to treat solid tumors by delivering PH1 into cells expressing Trop2. Trop2 is a cell surface antigen which is upregulated in a variety of malignant tumors, including lung, breast, urothelial, gastric, pancreatic, and other solid tumors, , but has limited expression in normal human tissues, making it an ideal target in cancer.

We have studied AKTX-101 in a number of preclinical models, both in vitro and in vivo, as well as in a non-human primate (“NHP”) toxicity study. Based on our preclinical experiments, we believe AKTX-101 may have the potential to offer advantages over existing therapies in terms of increased cytotoxicity, reduced resistance, better tolerance, and ability to combine with I/O therapies.

In in vitro preclinical studies, we compared AKTX-101 (drug antibody ratio (“DAR”) 4) to a currently approved Trop2-targeting ADC (with DAR 8). We found that AKTX-101 showed greater cytotoxicity at lower drug doses in gastric, pancreatic and bladder cancer models. To further corroborate our in vitro observations, we evaluated AKTX-101 and the same currently approved ADC in an in vivo model against the same Trop2high gastric carcinoma cell-line derived xenograft grown as tumors in mice. Two doses of each agent were given with the currently approved ADC administered at 10 mg/kg while AKTX-101 (DAR 4) was administered at 3 mg/kg. Both treatments induced tumor regression at 3-6 weeks. At the conclusion of the study at 150 days, five out of ten mice (50%) treated with AKTX-101 experienced a tumor regression, as compared to two out of ten mice (20%) treated with currently approved Trop2 ADC.

The use of our proprietary L22 linker in AKTX-101 may contribute to a safety profile that has the potential to be superior to currently approved Trop2-targeting ADCs. As a non-cleavable linker, L22 causes PH1 to bind irreversibly to the spliceosome machinery, thereby eliminating the potential for PH1 to be released by the cancer cell and thus enter and kill normal, non-cancerous cells, which is referred to as the bystander effect. In pre-clinical in vitro models, AKTX-101 demonstrated minimal killing of normal human fibroblasts not expressing Trop2 in comparison to an approved Trop2-targeting ADC, which, due to its known bystander effect, is toxic to normal human fibroblasts. We believe this preclinical data suggests that a higher therapeutic index may be possible using AKTX-101 over current Trop2 ADCs available today.

We also studied the toxicity and tolerability of AKTX-101 in a NHP model. We evaluated AKTX-101 at DARs of two and four and performed a repeat-dose study wherein three ADC doses were intravenously administered every three weeks, followed by a three-week recovery period. To gain an understanding of the maximal cumulative effects of AKTX-101, animals were evaluated two days after receiving at the conclusion of all three doses being administered. Reversibility was addressed in another set of animals that received all three doses but were allowed a three-week recovery period. Histopathology was performed unilaterally for all tissues in both sets of animals. We found that AKTX-101 was well-tolerated at both dosages, with observed side effects (skin rash, mild thrombocytopenia and mild elevation of liver enzymes) resolving within weeks after administration. Importantly, there was no evidence of neutropenia, leukopenia, interstitial lung disease or mucosal inflammation, which have been associated with other Trop2-targeting ADCs that use standard payloads comprising of topoisomerase I inhibitors. We believe the absence of observed lung complications, colitis and hypothyroidism in this study may further support AKTX-101’s potential suitability and feasibility for use in combination with checkpoint inhibitors, given these side effects are often common with checkpoint inhibitors.

Our Legacy Programs

Nomacopan

Prior to the Merger, our lead product candidate was nomacopan, a bi-specific complement C5 and leukotriene B4 inhibitor that we had advanced into Phase-3 trials for the treatment of paroxysmal nocturnal hemoglobinuria (“PNH”), a rare, acquired blood disorder characterized by the destruction of red blood cells, and pediatric hematopoietic stem cell transplantation-associated thrombotic microangiopathy (“HSCT-TMA”). HSCT-TMA is a rare but serious complication of hematopoietic stem cell transplant that appears to involve complement activation, inflammation, tissue hypoxia and blood clots, leading to progressive organ damage and death. Mortality in patients who develop severe transplant-related TMAs is 80%.

Nomacopan was also studied in a phase 2 trial in bullous pemphigoid, a chronic autoimmune skin condition, and preclinical testing for the treatment of trauma. We believe that nomacopan’s dual inhibitory action may prevent proinflammatory and prothrombotic activities of two key pathways, and that its biophysical properties may allow it to be used in a variety of formulations and routes of administration, including subcutaneous, intravenous, topical to eye, inhaled and intravitreous. We suspended internal development of nomacopan in June 2024 to shift our resources to ADC development in connection with the Merger.

PAS-Nomacopan

We previously conducted preclinical studies on long-acting PAS-nomacopan for the potential treatment of geographic atrophy, an advanced form of age-related macular degeneration of the eye. We suspended internal development of PAS-nomacopan in November 2024.

PHP-303

We acquired PHP-303, a Phase-2-ready neutrophil elastase inhibitor that Peak Bio was advancing for the potential treatment of a genetic disorder known as alpha-1 antitrypsin disorder, in the Merger. Peak Bio was also conducting preclinical studies on PHP-303 as a potential treatment of acute respiratory distress syndrome. Peak Bio acquired the rights to PHP-303 and licensed associated know-how from Bayer Pharmaceuticals in March 2017.

Competition

The biotechnology and pharmaceutical industries, and the oncology subsector, are characterized by rapid technological evolution, fierce competition and strong defense of intellectual property. While we believe that our technology, the expertise of our team, and our development experience and scientific knowledge provide us with competitive advantages, we face competition from biotechnology and pharmaceutical companies, including companies that are larger and better funded than we are, academic institutions, governmental agencies and public and private research institutions, among others. Moreover, we may also compete with smaller or earlier-stage companies, universities and other research institutions that have developed, are or may be developing or may in the future develop current and future cancer therapeutics. Product candidates that we successfully develop and commercialize may compete with existing therapies and new therapies that may become available in the future.

We also face competition more broadly across the oncology market for cost-effective and reimbursable cancer treatments. The most common methods of treating patients with cancer are surgery, radiation and drug therapy, including chemotherapy, hormone therapy, biologic therapy such as monoclonal and bispecific antibodies, immunotherapy, cell-based therapy and targeted therapy, or a combination of any such methods. There is a variety of available drug therapies marketed for cancer. In many cases, these drugs are administered in combination to enhance efficacy. While our product candidates, if any are approved, may compete with these existing drugs and other therapies, to the extent they are ultimately used in combination with or as an adjunct to these therapies, our product candidates may not be competitive with them. Insurers may also encourage the use of generic products or specific branded products. As a result, obtaining market acceptance of, and gaining significant share of the market for, any product candidates that we successfully introduce to the market may pose challenges. In addition, many companies are developing new oncology therapeutics, and we cannot predict what the standard of care will be as our current and future product candidates progress through development.

AKTX-101 will compete with approved Trop2-targeting ADCs such as Trodelvy^®and Datroway^® as well as other programs in clinical trials that also target Trop2. If we are unable to effectively differentiate AKTX-101 from other products and product candidates or other common methods of treating cancer patients our ability to compete would be negatively impacted.

Sales and Marketing

Because we have been focused on discovery and development of drugs, we currently have limited sales, marketing and distribution capabilities in order to commercialize any other product candidates that may be approved in the future. If our lead product candidate is approved, we intend either to establish a sales and marketing organization with technical expertise and supporting distribution capabilities, or to outsource some or all of these functions to third parties. We may take different approaches to commercialization in different geographies. We will adopt a similar strategy for the other compounds in our pipeline.

Manufacturing

We currently employ third-party contract development and manufacturing organizations (“CDMOs”), which manufacture in accordance with current good manufacturing practice (“GMP”) requirements, for our investigational medical products, including active pharmaceutical ingredients, drug substance and drug product for our preclinical research and clinical studies for our product candidates. Analytical methods, compliant with GMP requirements, have been established and qualified for release and stability testing of drug substance and drug products.

We do not own or operate, and currently have no plans to establish, any manufacturing facilities. We currently rely, and expect to continue to rely, on CDMOs for the manufacture of any potential product candidates that we may develop for larger scale preclinical and clinical testing, as well as for commercial quantities of any product candidates that are approved.

We have identified multiple CDMOs with the ability to produce the antibody component of our product candidates at different scales and have strong track records in GMP requirements. The production of all necessary elements for the manufacture of our ADC product candidates, and the final manufacture of the ADC drug product, will be handled entirely by CDMOs.

Intellectual Property

We will be able to protect our technology and products from unauthorized use by third parties only to the extent it is covered by valid and enforceable patents or is effectively maintained as trade secrets. Patents and other proprietary rights are thus an essential element of our business.

Our success will depend in part on our ability to obtain and maintain proprietary protection for our product candidates, technology, and know-how, to operate without infringing on the proprietary rights of others, and to prevent others from infringing our proprietary rights. Our policy is to seek to protect our proprietary position by, among other methods, filing U.S. and foreign patent applications related to our proprietary technology, inventions, and improvements that are important to the development of our business and defending our patent applications and patents if they are subjected to challenge by a third party. We also rely on trade secrets, know-how, continuing technological innovation, and in-licensing opportunities to develop and maintain our proprietary position.

As of January 1, 2026, our payload platform and ADC pipeline consist of two Patent co-operation treaty (PCT) families and three provisional patents filed at the European Patent Office, or EPO, or the United States Patent and Trademark Office, or USPTO.

The PH-1 payload program was developed in-house. This patent family has been granted in the United States, China, Israel, India, Mexico, and Brazil, with actions pending in Europe, Japan, New Zealand, Canada and Australia. The composition of matter claims describing novel Thailanstatin payloads and linkers have IP coverage through September 2038.

The PCT patent application filed in 2024 has claims describing next-generation Thailanstatin diastereomer payloads, novel Trop2 antibodies and Trop2 ADCs protecting different aspects of pipeline candidate, AKTX-101, while also covering aspects of use or application of AKTX-101 to different cancer settings. This patent also describes a large-scale chemosynthetic process for payload synthesis amenable to manufacturing. This patent family is pending in 12 jurisdictions, and the anticipated expiry of this patent family is April 2043.

In 2025, we filed 3 additional provisional patent applications at USPTO:

	●	The first includes claims supporting targeting of specific oncogenic drivers using spliceosome modulators to reverse some aspect of cancer progression- angiogenesis, hormone dependency, and oncogene dependency.
	●	The second includes claims supporting use of spliceosome modulators as immunogenic payloads inducing neoepitopes, anti-neoepitope antibodies, macrophage polarization as a single agent. This patent covers elements of the immunomodulatory mechanism of PH1 ADCs and how they are expected to provide a therapeutic benefit by activating the host immune system against cancer.
	●	The third includes claims supporting use of spliceosome modulators in synergy with checkpoint inhibitors to improve anti-tumor efficacy or induce immune effectors neither single agent can on its own such as gamma-delta T-cells.

The 2025 provisionals are anticipated to expire between September and October 2045.

We are planning to file composition of matter patents as we continue to research and induct new ADCs into our pipeline. We will continue to create novel composition of matter patents to cover new ADCs not limited to new usage of linkers, formulations, and/or standard-of-care combination patents to secure additional protection after the PH-1 and AKTX-101 patent families expire.

If we are unable to obtain, maintain, defend and enforce patent and other intellectual property rights for our technologies and product candidate, or if the scope of the patent and other intellectual property rights obtained is not sufficiently broad, our competitors and other third parties could develop and commercialize technology, biologics and/or biosimilars similar or identical to ours, and erode or negate any competitive advantage that we may have, which could harm our business and ability to achieve profitability.

We can provide no assurance that our patent applications or those of our licensors will result in additional patents being issued or that issued patents will afford sufficient protection against competitors with similar technologies, nor can there be any assurance that the patents issued will not be infringed, designed around or invalidated by third parties. Even issued patents may later be found unenforceable or may be modified or revoked in proceedings instituted by third parties before various patent offices or in courts. The degree of future protection for our proprietary rights is uncertain. Only limited protection may be available and may not adequately protect our rights or permit us to gain or keep competitive advantage. Composition-of-matter patents on the biological or chemical active pharmaceutical ingredients are generally considered to offer the strongest protection of intellectual property and provide the broadest scope of patent protection for pharmaceutical products, as such patents provide protection without regard to any method of use or any method of manufacturing. While we have issued composition-of-matter patents in the United States and other countries, we cannot be certain that the claims in our issued composition-of-matter patents will not be found invalid or unenforceable if challenged. We cannot be certain that the claims in any patent applications covering composition-of-matter or formulations of our product candidates that are pending, or that we may file, will be considered patentable by the USPTO, and courts in the United States or by the patent offices and courts in foreign countries, nor can we be certain that the claims in our issued composition-of-matter patents will not be found invalid or unenforceable if challenged. Even if any patent applications that we may file relating to specific formulations of our product candidates issue as patents, formulation patents protect a specific formulation of a product and may not be enforced against competitors making and marketing a product that has the same active pharmaceutical ingredient in a different formulation. Method-of-use patents protect the use of a product for the specified method or for treatment of a particular indication. This type of patent may not be enforced against competitors making and marketing a product that has the same active pharmaceutical ingredient for use in a method not claimed by the patent. Moreover, even if competitors do not actively promote their product for our targeted indications, physicians may prescribe these products “off-label.” Although off-label prescriptions may infringe or contribute to the infringement of method-of-use patents, the practice is common and such infringement may be difficult to prevent or prosecute. Also, as is the case for composition-of-matter patents, we cannot be certain that the claims in our issued method-of-use patents will not be found invalid or unenforceable if challenged. We cannot be certain that the claims in any patent applications covering methods of using our product candidates that are pending, or that we may file, will be considered patentable by the USPTO and courts in the United States or by the patent offices and courts in foreign countries, nor can we be certain that the claims in our issued method-of-use patents will not be found invalid or unenforceable if challenged.

Government Regulation

Government Regulation and Product Approval

Government authorities in the U.S., at the federal, state and local level, and in other countries extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and export and import of products such as those that we are developing. A new drug must be approved by the FDA, generally through the new drug application (“NDA”) process and a new biologic must be approved by the FDA through the biologics license application (“BLA”) process before it may be legally marketed in the U.S. The animal and other non-clinical data and the results of human clinical trials performed under an Investigational New Drug application (“IND”) and under similar foreign applications will become part of the NDA or BLA.

U.S. Drug Development Process

In the U.S., the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act (“FDCA”) and in the case of biologics, also under the Public Health Service Act (“PHSA”) and the implementing regulations for both statutes. The process of obtaining marketing authorizations and the subsequent compliance with applicable federal, state, local, and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include the FDA’s refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, requesting product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us. The process required by the FDA before a drug or biologic may be marketed in the U.S. generally involves the following:

	●	completion of preclinical laboratory tests, animal studies and formulation studies according to Good Laboratory Practices (“GLP”) and relevant provisions of the Animal Welfare Act, where applicable, or other applicable laws and regulations;

	●	submission to the FDA of an IND which must become effective before human clinical trials may begin;

	●	performance of adequate and well-controlled human clinical trials according to Good Clinical Practices (“GCP”) to establish the safety and efficacy of the proposed drug for its intended use;

	●	submission to the FDA of an NDA or BLA;

	●	satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with current good manufacturing practice (“cGMP”) to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; and

	●	FDA review and approval of the NDA or BLA.

Once a product candidate is identified for development, it enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. The sponsor will also include a protocol detailing, among other things, the objectives of the first phase of the clinical trials, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated, if the first phase lends itself to an efficacy evaluation. Some preclinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during studies due to safety concerns or non-compliance.

All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCP. They must be conducted under protocols detailing the objectives of the trial, dosing procedures, subject selection and exclusion criteria and the safety and effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND, and progress reports detailing the results of the clinical trials must be submitted at least annually. In addition, timely safety reports must be submitted to the FDA and the investigators for serious and unexpected adverse events. An institutional review board (“IRB”) responsible for the research conducted at each institution participating in the clinical trial must review and approve each protocol before a clinical trial commences at that institution and must also approve the information regarding the trial and the consent form that must be provided to each trial subject or his or her legal representative, monitor the study until completed and otherwise comply with IRB regulations.

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

	●	*Phase 1:* The product candidate is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, such as cancer, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing may be conducted in patients.

	●	*Phase 2*: This phase involves studies in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

	●	*Phase 3*: Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratio of the product candidate and provide, if appropriate, an adequate basis for product labeling.

The FDA or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients. Phase 1, Phase 2, and Phase 3 testing may not be completed successfully within any specified period, if at all.

During the development of a new drug, sponsors are given opportunities to meet with the FDA at certain points. These points may include prior to submission of an IND, at the end of Phase 2, and before an NDA or BLA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date, for the FDA to provide advice, and for the sponsor and FDA to reach agreement on the next phase of development. Sponsors typically use the end of Phase 2 meeting to discuss their Phase 2 clinical results and seek feedback on their plans for the pivotal Phase 3 clinical trial that they believe will support approval of the new drug.

Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA. Safety reports must be submitted to the FDA and the clinical investigators 15 calendar days after the trial sponsor determines that the adverse event information qualifies for reporting. The sponsor also must notify FDA of any unexpected fatal or life-threatening suspected adverse reaction as soon as possible but in no case later than 7 calendar days after the sponsor’s initial receipt of the information. Sponsors of clinical trials of drugs and biologics are required to register and disclose certain clinical trial information on a registry maintained by the National Institutes of Health, at www.clinicaltrials.gov.

Concurrent with clinical trials, sponsors usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

U.S. Review and Approval Processes

The results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the chemistry of the drug, proposed labeling, and other relevant information are submitted to the FDA as part of an NDA or BLA requesting approval to market the product. The submission of an NDA or BLA is subject to the payment of substantial user fees; a waiver of such fees may be obtained under certain limited circumstances. Within sixty days of receipt, the FDA initially reviews all NDAs and BLAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. The FDA may request additional information rather than accept a NDA or BLA for filing. In this event, the NDA or BLA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. FDA may refer an NDA or BLA that is novel or that presents difficult questions of safety or efficacy to an advisory committee for review, evaluation and recommendation on questions presented by the FDA, which may include questions related to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before approving an NDA or BLA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP. Additionally, the FDA will inspect the facility or the facilities at which the product is manufactured to assess compliance with cGMP.

The FDA may also place other conditions on approval, including the requirement for a Risk Evaluation and Mitigation Strategy (“REMS”) to assure the safe use of the product. If the FDA concludes a REMS is needed, the sponsor of the NDA or BLA must submit a proposed REMS, and the FDA will not approve the application without an approved REMS. A REMS could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of a product.

The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether its manufacturing is cGMP-compliant to assure and preserve the product’s identity, strength, quality and purity. The FDA reviews a BLA to determine, among other things whether the product is safe, pure and potent and the facility in which it is manufactured, processed, packed or held meets standards designed to assure the product’s continued safety, purity and potency.

The FDA may issue an approval letter following its review process if it determines that the NDA or BLA has met all applicable requirements. Alternatively, the FDA may issue a complete response letter (“CRL”), which may require additional clinical or other data or impose other conditions that must be met in order to secure final approval of the NDA or BLA. The applicant may either resubmit the NDA or BLA, addressing all of the deficiencies identified in the letter, withdraw the application, or, in the case of an NDA, request an opportunity for a hearing. The applicant also may request resolution of any dispute concerning the CRL. If the FDA denies approval of a BLA, the applicant may request, and FDA must issue, a notice of opportunity for hearing.

NDAs or BLAs may receive either standard or priority review. Under current FDA review goals, standard review of an NDA for a new molecular entity (“NME”) or original BLA will be ten months from the date that the NDA or BLA is filed. A drug representing a significant improvement in treatment, prevention or diagnosis of a serious disease or condition may receive a priority review of six months. Priority review does not change the standards for approval, but may expedite the approval process.

If a product receives marketing authorization, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value of the product. In addition, the FDA may require a sponsor to conduct Phase IV testing, such as clinical trials designed to further assess a drug’s safety and/or effectiveness after NDA or BLA approval, and may require testing and surveillance programs to monitor the safety of approved products which have been commercialized.

The Pediatric Research Equity Act (“PREA”) requires a sponsor to conduct pediatric studies for most drugs and biologics with a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration. Under PREA, original NDAs and BLAs and certain supplemental applications must contain a pediatric assessment unless the sponsor has received a deferral or waiver. The required assessment must assess the safety and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The sponsor or FDA may request a deferral of pediatric studies for some or all of the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the drug or biologic is ready for approval for use in adults before pediatric studies are complete or that additional safety or effectiveness data needs to be collected before pediatric studies can begin.

The Best Pharmaceuticals for Children Act (“BPCA”) provides NDA holders a six-month period of exclusivity attached to any patent or regulatory exclusivity listed in the Orange Book, and BLA holders a six-month period of exclusivity attached to any unexpired regulatory exclusivity, if certain conditions are met. Conditions for pediatric exclusivity include a determination by the FDA that information relating to the use of a new drug in the pediatric population may produce health benefits in that population, a written request by the FDA for pediatric studies, completion of the studies in accordance with the written request, and submission of reports from the requested studies to the FDA. The issuance of a written request does not require the sponsor to undertake the described studies.

Patent Term Restoration and Marketing Exclusivity

Depending upon the timing, duration and specifics of FDA approval of our product candidates, some of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as partial compensation for effective patent term lost due to time spent during product development and the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally one-half the time between the effective date of an IND and the submission date of an NDA or BLA, plus the time between the submission date of an NDA or BLA and the approval of that application, except that the period is reduced by any time during which the applicant failed to exercise due diligence. Only one patent applicable to an approved drug may be extended, and the extension must be applied for prior to expiration of the patent. The United States Patent and Trademark Office, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration.

Biologics Price Competition and Innovation Act of 2009 (BPCIA)

The BPCIA amended the PHSA to create an abbreviated approval pathway for biosimilar and interchangeable biosimilar products and provide for a twelve-year exclusivity period for the first approved biological product, or reference product, against which a biosimilar or interchangeable biosimilar application is evaluated. A biosimilar product is defined as one that is highly similar to a reference product notwithstanding minor differences in clinically inactive components and for which there are no clinically meaningful differences between the biological product and the reference product in terms of the safety, purity and potency of the product. An interchangeable biosimilar product is a biosimilar product that, subject to state pharmacy laws, may be substituted for the reference product without the intervention of the health care provider who prescribed the reference product.

The biosimilar applicant must demonstrate that the product is biosimilar based on data from: (1) analytical studies showing that the biosimilar product is highly similar to the reference product; (2) animal studies (including toxicity); and (3) as applicable, one or more clinical studies to demonstrate safety, purity and potency in one or more appropriate conditions of use for which the reference product is approved. In addition, the applicant must show that the biosimilar and reference products have the same mechanism of action for the conditions of use on the label, route of administration, dosage and strength, and the production facility must meet standards designed to assure product safety, purity and potency.

An application for a biosimilar product may not be submitted until four years after the date on which the reference product was first approved. The first approved interchangeable biosimilar product will be granted an exclusivity period of up to one year after it is first commercially marketed, but the exclusivity period may be shortened under certain circumstances.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the U.S., or more than 200,000 individuals in the U.S. and for which there is no reasonable expectation that the cost of developing and making available in the U.S. a drug for this type of disease or condition will be recovered from sales in the U.S. for that drug. Orphan drug designation must be requested before submitting an NDA or BLA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not itself convey any advantage in or shorten the duration of the regulatory review and approval process. If a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for seven years. Orphan drug exclusivity, however, also could block the approval of one of our product candidates for seven years if a competitor obtains approval of the same drug, for the same designated orphan indication or if our product candidate is determined to be contained within the competitor’s product for the same indication or disease.

Rare Pediatric Disease

With the Food and Drug Administration Safety and Innovation Act of 2012 (“FDASIA”), Congress authorized the FDA under Section 529 of the FDCA to award priority review vouchers (“PRVs”), to sponsors of certain rare pediatric disease product applications. This provision is designed to encourage development of new drug and biological products for prevention and treatment of certain rare pediatric diseases.

Under this program, a sponsor who receives approval for a new drug or biologic for a rare pediatric disease may qualify for a PRV, which can be redeemed for priority review of a subsequent marketing application for a different product. The sponsor of a rare pediatric disease drug product that receives a PRV may transfer, including by sale, the PRV to another sponsor and that PRV may be further transferred any number of times before it is used. A PRV entitles the holder to designate a single human drug application submitted under Section 505(b)(1) of the FDCA or Section 351 of the PHSA as qualifying for a priority review. An FDA priority review may expedite the review process of a marketing application reducing the review time from ten months after formal acceptance of the file to six months after formal acceptance of the file.

In order for a sponsor to receive a PRV in connection with approval of a BLA or NDA, the investigational product must be designated by the FDA as a product for a rare pediatric disease prior to submission of the marketing application. A rare pediatric disease is a disease that is serious or life-threatening and which primarily affects individuals aged from birth to 18 years and fewer than 200,000 people in the United States. Alternatively, the disease may affect more than 200,000 people in the United States if there is no reasonable expectation that the cost of developing and making available in the United States a product for such disease or condition will be recovered from sales in the United States of such product. In addition, to qualify for a PRV, the sponsor must request the voucher and the BLA or NDA must itself be given priority review, rely on clinical data derived from studies examining a pediatric population and dosages of the product intended for that population, not seek approval for a different adult indication in the original rare pediatric disease product application and be for a product that does not include a previously approved active ingredient.

The Rare Pediatric Disease PRV program was originally set to expire in October 2020. Under the current statutory sunset provisions, the FDA may only award a rare pediatric disease PRV if a sponsor has a rare pediatric disease designation for the drug or biologic before December 20, 2024, and the NDA or BLA for the product is approved before September 30, 2026.

Fast Track Designation and Accelerated Approval

The FDA has established programs to facilitate the development, and expedite the review of, drugs that are intended for the treatment of a serious or life-threatening disease or condition for which there is no effective treatment and which demonstrate the potential to address unmet medical needs for the condition. Under the fast track program, the sponsor of a product candidate may request that the FDA designate the product candidate for a specific indication as a fast track drug concurrent with or after the filing of the IND for the product candidate. The FDA determines if the product candidate qualifies for fast track designation within 60 days of receipt of the sponsor’s request.

The FDA may designate a drug for fast track status if it is intended to treat a serious or life-threatening illness and nonclinical or clinical data demonstrate the potential to address an unmet medical need. If so designated, the FDA takes steps to expedite the development and review of the product’s marketing application, including by meeting with the sponsor more frequently to provide timely advice so that the development program is as efficient as possible. Another benefit of fast track designation is that the FDA may initiate review of sections of an NDA or BLA before the application is complete. This rolling review is available if the applicant provides, and the FDA approves, a schedule for the submission of the remaining information and the applicant pays applicable user fees. The FDA’s review goal date does not begin until the last section of the application is submitted, however. Fast track designation may be withdrawn by the FDA if the FDA believes that the designation is no longer supported by data emerging in clinical trials.

The agency may determine that an accelerated approval pathway is appropriate if a product candidate is intended to treat a serious condition and provide meaningful therapeutic benefit to patients over existing treatments based upon a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments.

In clinical trials, a surrogate endpoint is a measurement of laboratory or clinical signs of a disease or condition that substitutes for a direct measurement of how a patient feels, functions, or survives. Surrogate endpoints can often be measured more easily or more rapidly than other clinical endpoints. As a condition of accelerated approval, the FDA generally requires that the sponsor perform adequate and well-controlled post-marketing clinical trials with due diligence to confirm clinical benefit and, under the Food and Drug Omnibus Reform Act of 2022 (“FDORA”), the FDA is now permitted to require, as appropriate, that such trials be underway prior to approval or within a specific time period after the date accelerated approval is granted. Failure to conduct required post-approval studies or to confirm clinical benefit through post-marketing studies allows the FDA to withdraw the drug from the market on an expedited basis. In addition, for products under accelerated approval, FDA generally requires all promotional materials, including launch materials, to be submitted for prior review.

Post-Approval Requirements

Once approval of an NDA or BLA is granted, the FDA may withdraw the approval if compliance with regulatory standards is not maintained or if problems are identified after the product reaches the market. Newly discovered or developed safety or effectiveness data may require changes to a product’s approved labeling, including the addition of new warnings and contraindications, and also may require the implementation of other risk management measures, including a REMS or the conduct of post-marketing studies to assess a newly discovered safety issue. Later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market. After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further FDA review and approval. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP and other laws and regulations. We rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our products. Future inspections by the FDA and other regulatory agencies may identify compliance issues at the facilities of our contract manufacturers that may disrupt production or distribution, or require substantial resources to correct.

Any drug products manufactured or distributed by us pursuant to FDA approvals are subject to continuing regulation by the FDA, including, among other things, requirements related to record-keeping, reporting of adverse experiences, submitting periodic reports, updating safety and efficacy information, drug sampling and distribution, and electronic records and signatures. The FDA also closely regulates labeling, advertising, promotion and other types of information that may be disseminated about products that are placed on the market. Drugs may be promoted only for the approved indications and in a manner that is consistent with the approved label.

From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing the development, approval, manufacturing and marketing of products regulated by the FDA. It is impossible to predict whether further legislative changes will be enacted, or whether FDA regulations, guidance or interpretations may change or what the impact of such changes, if any, may be.

Regulation and Marketing Authorization in the European Union

Preclinical Studies

Preclinical tests include laboratory evaluations of product chemistry, formulation and stability, as well as studies to evaluate toxicity in animal studies, in order to assess the potential safety and efficacy of the product. The conduct of the preclinical tests and formulation of the compounds for testing must comply with the relevant EU regulations and requirements. The results of the preclinical tests, together with relevant manufacturing information and analytical data, are submitted as part of the CTA and MAA.

Clinical Trial Approval

Clinical trials in the EU are governed by the Clinical Trials Regulation, (EU) No 536/2014, or the CT Regulation. The CT Regulation was adopted in 2014 and replaced the Clinical Trials Directive 2001/20/EC, or the CT Directive and came into effect on January 31, 2022. To ensure that the rules for clinical trials are identical throughout the EU, the EU clinical trials legislation was passed as a “regulation” that is directly applicable in all EU Member States. All clinical trials performed in the EU are required to be conducted in accordance with the CT Regulation.

The CT Regulation aims to harmonize, simplify and streamline the approval of clinical trials in the EU. The main characteristics of the CT Regulation include:

	●	A streamlined application procedure via a single-entry point, through the centralized EU portal called the Clinical Trials Information System (CTIS).

	●	A single set of documents to be prepared and submitted for the application as well as simplified reporting procedures that will spare sponsors from submitting broadly identical information separately to various bodies and different EU Member States.

	●	A harmonized procedure for the assessment of applications for clinical trials, which is divided in two parts. Part I is assessed jointly by all Member States Concerned. Part II is assessed separately by each Member State concerned.

	●	Strictly defined deadlines for the assessment of clinical trial application.

	●	The involvement of the ethics committees in the assessment procedure in accordance with the national law of the Member State concerned but within the overall timelines defined by the CT Regulation.

Marketing Authorization

Authorization to market a product in the Member States of the EU proceeds under one of four procedures: a centralized authorization procedure, a mutual recognition procedure, a decentralized procedure or a national procedure.

Centralized Authorization Procedure

The centralized procedure enables applicants to obtain a marketing authorization that is valid in all EU Member States based on a single application. Certain medicinal products (as set out below) must use the centralized authorization procedure to obtain marketing authorization.

The centralized authorization procedure is mandatory for:

	●	medicinal products developed by means of biotechnological processes such as genetic engineering;

	●	advanced therapy medicinal products as defined in Article 2 of Regulation (EC) No. 1394/2007 on advanced therapy medicinal products (gene-therapy, somatic cell-therapy or tissue-engineered medicines);

	●	medicinal products containing a new active substance indicated for any of the following:

	○	human immunodeficiency virus;

	○	acquired immune deficiency syndrome;

	○	cancer;

	○	neurodegenerative disorder;

	○	diabetes;

	○	auto-immune diseases and other immune dysfunctions;

	○	viral diseases; and

	○	medicinal products that are designated as orphan medicinal products pursuant to Regulation (EC) No 141/2000.

The centralized authorization procedure is optional for other medicinal products if they contain a new active substance for conditions other than those set out above, or if the applicant shows that the medicinal product concerned constitutes a significant therapeutic, scientific or technical innovation or that the granting of authorization is in the interest of public health in the EU.

Administrative Procedure

Under the centralized authorization procedure, the European Medicines Agency’s (“EMA”) Committee for Medicinal Products for Human Use (“CHMP”) serves as the scientific committee that renders opinions about the safety, efficacy and quality of medicinal products for human use on behalf of the EMA. The CHMP has 210 days to adopt an opinion as to whether a marketing authorization should be granted. The process usually takes longer if additional information is requested, which triggers clock-stops in the procedural timelines. When an application is submitted for a marketing authorization in respect of a product that is of major interest from the point of view of public health and in particular from the viewpoint of therapeutic innovation, the applicant may (pursuant to Article 14(9) Regulation (EC) No 726/2004) request an accelerated assessment procedure. If the CHMP accepts such request, the time-limit of 210 days will be reduced to 150 days but it is possible that the CHMP can revert to the standard time limit for the centralized procedure if it considers that it is no longer appropriate to conduct an accelerated assessment. If the opinion is negative, information is given as to the grounds on which this conclusion was reached. After the adoption of the CHMP opinion, a decision on the MAA must be adopted by the European Commission, which is issued within 67 days of the EMA opinion.

Conditional Approval

In specific circumstances, EU legislation (Article 14(7) Regulation (EC) No 726/2004 and Regulation (EC) No 507/2006 on conditional marketing authorizations for medicinal products for human use) enables applicants to obtain a conditional marketing authorization prior to obtaining the comprehensive clinical data required for an application for a full marketing authorization. Such conditional approvals may be granted for product candidates (including medicines designated as orphan medicinal products) if (1) the risk-benefit balance of the product candidate is positive, (2) it is likely that the applicant will be in a position to provide the required comprehensive clinical trial data, (3) the product fulfills unmet medical needs and (4) the benefit to public health of the immediate availability on the market of the medicinal product concerned outweighs the risk inherent in the fact that additional data are still required. A conditional marketing authorization may contain specific obligations to be fulfilled by the marketing authorization holder following grant of the market authorization, including obligations with respect to the completion of ongoing or new studies, and with respect to the collection of pharmacovigilance data. Conditional marketing authorizations are valid for one year, and may be renewed annually, if the risk-benefit balance remains positive, and after an assessment of the need for additional or modified conditions and/or specific obligations. The timelines for the centralized procedure described above also apply with respect to the review by the CHMP of applications for a conditional marketing authorization.

Marketing Authorization under Exceptional Circumstances

Under Article 14(8) Regulation (EC) No 726/2004, products for which the applicant can demonstrate that comprehensive data (in line with the requirements laid down in Annex I of Directive 2001/83/EC, as amended) cannot be provided (due to specific reasons foreseen in the legislation) might be eligible for marketing authorization under exceptional circumstances. This type of authorization is reviewed annually to reassess the risk-benefit balance. The fulfillment of any specific procedures/obligations imposed as part of the marketing authorization under exceptional circumstances is aimed at the provision of information on the safe and effective use of the product and will normally not lead to the completion of a full dossier/approval.

Market Authorizations Granted by Authorities of EU Member States

In general, if the centralized procedure is not mandatory or followed, there are three alternative procedures as prescribed in Directive 2001/83/EC:

	●	The decentralized procedure allows applicants to file identical applications to several EU Member States and receive simultaneous national approvals based on the recognition by EU Member States of an assessment by a reference Member State.

	●	The mutual recognition procedure is based on the acceptance by the competent authorities of the EU Member States of the marketing authorization of a medicinal product by the competent authorities of another EU Member State.

	●	The national procedure is only available for products intended to be authorized in a single EU Member State.

An EU marketing authorization may only be granted to an applicant established in the EU.

Pediatric Studies

Prior to obtaining a marketing authorization in the EU, applicants have to demonstrate compliance with all measures included in an EMA-approved Pediatric Investigation Plan (“PIP”) covering all subsets of the pediatric population, unless the EMA has granted a product-specific waiver, a class waiver, or a deferral for one or more of the measures included in the PIP. The respective requirements for all marketing authorization procedures are set forth in Regulation (EC) No 1901/2006, which is referred to as the Pediatric Regulation. This requirement also applies when a company wants to add a new indication, pharmaceutical form or route of administration for a medicine that is already authorized. The Pediatric Committee of the EMA (“PDCO”) may grant deferrals for some medicines, allowing a company to delay development of the medicine in children until there is enough information to demonstrate its effectiveness and safety in adults. The PDCO may also grant waivers when development of a medicine in children is not needed or is not appropriate, such as for diseases that only affect the elderly population.

Before an MAA can be filed, or an existing marketing authorization can be amended, the EMA determines that companies actually comply with the agreed studies and measures listed in each relevant PIP.

Periods of Authorization and Renewals

A marketing authorization is valid for five years in principle and the marketing authorization may be renewed after five years on the basis of a re-evaluation of the risk-benefit balance by the EMA (for a centrally authorized product) or the competent authority of the authorizing EU Member State (for a product with a national authorization). To this end, the marketing authorization holder must provide the EMA or the competent authority with a consolidated version of the file in respect of quality, safety and efficacy, including all variations introduced since the marketing authorization was granted, at least nine months before the marketing authorization ceases to be valid. Once renewed, the marketing authorization is valid for an unlimited period, unless the European Commission or the competent authority decides, on justified grounds relating to pharmacovigilance, to proceed with one additional five-year renewal. Any authorization of a medicinal product which is not followed by the actual placing of the product on the EU market (in case of centralized procedure) or on the market of the authorizing EU Member State within three years after authorization ceases to be valid (the so-called sunset clause).

Orphan Designation and Exclusivity

Pursuant to Regulation (EC) No 141/2000 and Regulation (EC) No. 847/2000, the European Commission can grant orphan medicinal product designation where the sponsor can establish that the product is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition affecting not more than five in 10,000 people in the EU when the application is made, or for a life threatening, seriously debilitating or serious and chronic condition in the EU and that without incentives it is unlikely that the product would generate a sufficient return in the EU to justify the necessary investment in its development. In addition, the sponsor must establish that there is no other satisfactory method approved in the EU of diagnosing, preventing or treating the condition, or if such a method exists, the proposed orphan product will be of significant benefit to patients.

Orphan designation is not a marketing authorization. It is a designation that provides a number of benefits, including fee reductions, regulatory assistance, and the possibility to apply for a centralized EU marketing authorization, as well as ten years of market exclusivity following grant of a marketing authorization. During this market exclusivity period, neither the EMA, the European Commission nor the EU Member States can accept an application or grant a marketing authorization for a “similar medicinal product” for the same therapeutic indication as the authorized orphan product. A “similar medicinal product” is defined as a medicinal product containing a similar active substance or substances as those contained in an authorized orphan medicinal product and that is intended for the same therapeutic indication. The market exclusivity period for the authorized therapeutic indication may be reduced to six years if, at the end of the fifth year, it is established that the orphan designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of market exclusivity. In addition, a similar medicinal product may, in limited circumstances, be authorized prior to the expiration of the market exclusivity period, including if it is shown to be safer, more effective or otherwise clinically superior to the already approved orphan product. Furthermore, a product can lose orphan designation, and the related benefits, prior to obtaining a marketing authorization if it is demonstrated that the orphan designation criteria are no longer met.

Regulatory Data Protection

EU legislation also provides for a system of regulatory data and market exclusivity. According to Article 14(11) of Regulation (EC) No 726/2004, and Article 10(1) of Directive 2001/83/EC, upon receiving marketing authorization, new active substances approved on the basis of complete and independent data package benefit from eight years of data exclusivity and an additional two years of market exclusivity. Data exclusivity prevents applicants for generic or biosimilar products from referencing the data contained in the dossier of the reference product when applying for a generic or biosimilar marketing authorization in the EU, for a period of eight years from the date on which the reference product was first authorized in the EU. During the additional two-year period of market exclusivity, a generic or biosimilar marketing authorization application can be submitted, and the innovator’s data may be referenced, but no generic medicinal product can be marketed until the expiration of the market exclusivity. The overall ten-year period will be extended to a maximum of eleven years if, during the first eight years of those ten years, the marketing authorization holder (“MAH”) obtains an authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are held to bring a significant clinical benefit in comparison with existing therapies. Even if a compound is considered to be a new active substance and the innovator is able to gain the period of data exclusivity, another company nevertheless could also market another version of the product if such company obtained marketing authorization based on an MAA with a complete and independent data package of pharmaceutical tests, preclinical tests and clinical trials.

Regulatory Requirements after a Marketing Authorization Has Been Obtained

If we obtain authorization for a medicinal product in the EU, we will be required to comply with a range of requirements applicable to the manufacturing, marketing, promotion and sale of medicinal products.

Pharmacovigilance and Other Requirements

We will, for example, have to comply with the EU’s stringent pharmacovigilance or safety reporting rules, pursuant to which post-authorization studies and additional monitoring obligations can be imposed. Other requirements relate, for example, to the manufacturing of products and APIs in accordance with good manufacturing practice standards. EU regulators may conduct inspections to verify our compliance with applicable requirements, and we will have to continue to expend time, money and effort to remain compliant. Non-compliance with EU requirements regarding safety monitoring or pharmacovigilance, and with requirements related to the development of products for the pediatric population, can also result in significant financial penalties in the EU. Similarly, failure to comply with the EU’s requirements regarding the protection of individual personal data can also lead to significant penalties and sanctions. Individual EU Member States may also impose various sanctions and penalties in case we do not comply with locally applicable requirements.

Manufacturing

The manufacturing of authorized product, for which a separate manufacturer’s license is mandatory, must be conducted in strict compliance with the EMA’s Good Manufacturing Practices (“GMP”) requirements and comparable requirements of other regulatory bodies in the EU, which mandate the methods, facilities and controls used in manufacturing, processing and packing of products to assure their safety and identity. The EMA enforces its current GMP requirements through mandatory registration of facilities and inspections of those facilities. The EMA may have a coordinating role for these inspections while the responsibility for carrying them out rests with the EU Member States competent authority under whose responsibility the manufacturer falls. Failure to comply with these requirements could interrupt supply and result in delays, unanticipated costs and lost revenues, and could subject the applicant to potential legal or regulatory action, including but not limited to warning letters, suspension of manufacturing, seizure of product, injunctive action or possible civil and criminal penalties.

Marketing and Promotion

The marketing and promotion of authorized products, including industry-sponsored continuing medical education and advertising directed toward the prescribers of drugs and/or the general public, are strictly regulated in the EU under Directive 2001/83/EC and EU Member States’ national law implementing it. The applicable regulations aim to ensure that information provided by holders of marketing authorizations regarding their products is truthful, balanced and accurately reflects the safety and efficacy claims authorized by the EMA or by the competent authority of the authorizing EU Member State. Failure to comply with these requirements can result in adverse publicity, warning letters, corrective advertising and potential civil and criminal penalties.

Patent Term Extension

In order to compensate the patentee for delays in obtaining a marketing authorization for a patented product, a supplementary protection certificate (“SPC”) may be granted extending the exclusivity period for that specific product by up to five years.

A six-month pediatric extension of an SPC may be obtained where the patentee has carried out an agreed pediatric investigation plan, the authorized product information includes information on the results of the studies and the product is authorized in all Member States of the EU. The six-month pediatric extension of SPCs is not available for medicinal products that are designated as orphan medicinal products, as such products benefit from a separate two-year pediatric extension of orphan status and exclusivity. The six-month pediatric extension of SPCs is, however, available for medicinal products which were originally designated as orphan medicinal products but were subsequently (voluntarily) removed from the EU’s Register of Orphan Medicinal Products.

All of the aforementioned EU rules are generally applicable in the European Economic Area which includes the EU Member States, Iceland, Liechtenstein and Norway.

Reform of the Regulatory Framework in the European Union

The European Commission introduced legislative proposals in April 2023 that, if implemented, will replace the current regulatory framework in the EU for all medicines (including those for rare diseases and for children). The European Commission has provided the legislative proposals to the European Parliament and the European Council for their review and approval, and in April 2024, the European Parliament proposed amendments to the legislative proposals. Once the European Commission’s legislative proposals are approved (with or without amendment), they will be adopted into EU law.

UK Regulation

The UK ceased being a Member State of the EU on January 31, 2020, and the EU and the UK have concluded a trade and cooperation agreement (“TCA”), which was provisionally applicable since January 1, 2021 and has been formally applicable since May 1, 2021. The TCA includes specific provisions concerning pharmaceuticals, which include the mutual recognition of GMP, inspections of manufacturing facilities for medicinal products and GMP documents issued, but does not provide for wholesale mutual recognition of UK and EU pharmaceutical regulations. At present, the UK has implemented previous EU legislation on the marketing, promotion and sale of medicinal products through the Human Medicines Regulations 2012. Except in respect of the EU Clinical Trials Regulation, the regulatory regime in the UK therefore aligns in many ways with current EU medicines regulations, however it is possible that these regimes will diverge more significantly in the future now that the UK’s regulatory system is independent from the EU and the TCA does not provide for mutual recognition of UK and EU pharmaceutical legislation.

As a result of the Northern Ireland protocol, following Brexit, the EMA remained responsible for approving novel medicines for supply in Northern Ireland under the EU centralized procedure, and a separate authorization was required to supply the same medicine in Great Britain (England, Wales and Scotland). On February 27, 2023, the UK government and the EC announced a political agreement in principle to replace the Northern Ireland Protocol with a new set of arrangements, known as the “Windsor Framework”. The Windsor Framework was approved by the EU-UK Joint Committee on March 24, 2023, and the medicines aspects of the Windsor Framework have applied since January 1, 2025. This new framework fundamentally changes the previous system under the Northern Ireland Protocol, including with respect to the regulation of medicinal products in the UK. In particular, the MHRA is now responsible for approving all medicinal products destined for the UK market (i.e., Great Britain and Northern Ireland), and the EMA no longer has any role in approving medicinal products destined for Northern Ireland under the EU centralized procedure. A single UK-wide MA will be granted by the MHRA for all novel medicinal products to be sold in the UK, enabling products to be sold in a single pack and under a single authorization throughout the UK. In addition, the new arrangements require all medicines placed on the UK market to be labeled “UK only,” indicating they are not for sale in the EU.

The MHRA has introduced changes to national licensing procedures, including procedures to prioritize access to new medicines that will benefit patients, an accelerated assessment procedure and new routes of evaluation for novel products and biotechnology products. On January 1, 2024, the MHRA put in place a new international recognition framework which means that the MHRA may have regard to decisions on the approval of marketing authorizations made by the EMA and certain other regulators when determining an application for a new UK marketing authorization.

The MHRA offers a 150-day assessment timeline for all high quality applications for a UK, Great Britain or Northern Ireland marketing authorization. The 150 day timeline does not, however, include a “clock-stop” period which may occur if issues arise or points require clarification following an initial assessment of the application. Such issues should be addressed within a 60-day period, although extensions may be granted in exceptional cases. There is now no pre-MA orphan designation in the UK. Instead, the MHRA reviews applications for orphan designation in parallel to the corresponding MAA. The criteria are essentially the same, but have been tailored for the UK market, i.e., the prevalence of the condition in the UK (rather than the European Union) must not be more than five in 10,000. Should an orphan designation be granted, the period of market exclusivity will be set from the date of first approval of the product in the UK.

Foreign Regulation

In addition to regulations in the United States, the European Union and the UK, we will be subject to a variety of other foreign regulations governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA, EMA or MHRA approval for a product, we must obtain approval by the comparable regulatory authorities of other countries or areas before we may commence clinical trials or market products in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDA, EMA or MHRA approval.

Pharmaceutical Pricing and Reimbursement

Sales of pharmaceutical products depend in significant part on the extent of coverage and reimbursement from government programs, including Medicare and Medicaid in the U.S., and other third party payers. Third party payers are sensitive to the cost of drugs and are increasingly seeking to implement cost containment measures to control, restrict access to, or influence the purchase of drugs, biologicals, and other health care products and services. Governments may regulate reimbursement, pricing, and coverage of products in order to control costs or to affect levels of use of certain products. Payers may restrict coverage of some products due to cost concerns, by various means such as using payer formularies under which only selected drugs are covered, variable co-payments that make drugs that are not preferred by the payer more expensive in terms of higher out-of-pocket expenses for patients, and by employing utilization management controls, such as discouraging patients’ use of copay coupons and discount cards and imposing requirements for prior authorization before a prescription can be billed or prior clinical failure on another type of treatment before a new product can be prescribed. Payers may especially impose these obstacles to coverage for higher-priced drugs in order to limit the payer’s cost for treatment of the disease. Consequently, any future products may be subject to payer-driven restrictions, rendering patients responsible for a higher percentage of the total cost of drugs in the outpatient setting.

In addition, in some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. Moreover, the requirements governing drug pricing and reimbursement vary widely from country to country. For example, in the EU, the national authorities of the individual EU Member States are free to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices and/or reimbursement of medicinal products for human use. Some individual EU Member States adopt policies according to which a specific price or level of reimbursement is approved for the medicinal product. Other EU Member States adopt a system of reference pricing, basing the price or reimbursement level in their territory either, on the pricing and reimbursement levels in other countries, or on the pricing and reimbursement levels of medicinal products intended for the same therapeutic indication. Some EU Member States may require the completion of additional studies that compare the cost effectiveness of a particular product candidate to currently available therapies (so called health technology assessments) in order to obtain reimbursement or pricing approval. Furthermore, some EU Member States impose direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our product candidates. Historically, products launched in the EU do not follow price structures of the U.S. and generally prices tend to be significantly lower.

U.S. Healthcare Reform and Other U.S. Healthcare Laws

In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal healthcare laws, including those commonly referred to as “fraud and abuse” laws have been applied in recent years to restrict certain marketing practices in the pharmaceutical industry. These laws impact, among other things, sales, marketing and educational programs associated with approved products. In addition, patient privacy regulations by both the U.S. federal and state governments as well as pharmaceutical pricing and transparency requirements also apply to companies that market approved pharmaceutical products.

Sanctions under these federal and state healthcare laws may include civil monetary penalties, exclusion of a manufacturer’s products from reimbursement under government programs, monetary damages, criminal fines, disgorgement, additional reporting obligations and oversight if the manufacture becomes subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and individual imprisonment.

In addition, there is significant interest in the United States in promoting changes in healthcare system with the stated goals of containing healthcare costs, improving quality and/or expanding access, including increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices, particularly with respect to drugs that have been subject to relatively large price increases over relatively short time periods. There have been several recent U.S. Congressional inquiries and proposed bills designed to, among other things, bring more transparency to drug pricing and reform government program reimbursement methodologies for drugs. Further, Executive Orders relating to the regulation of prescription drug pricing have also been introduced over time. We cannot predict the scope or impact of future legislative, judicial, or executive efforts to reform healthcare in the United States.

Other Regulations

We are also subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“Bribery Act”), and other anticorruption laws and regulations pertaining to our financial relationships with foreign government officials. The FCPA prohibits U.S. companies and their representatives from paying, offering to pay, promising, or authorizing the payment of anything of value to any foreign government official, government staff member, political party, or political candidate to obtain or retain business or to otherwise seek favorable treatment. In many countries in which we operate, the healthcare professionals with whom we interact may be deemed to be foreign government officials for purposes of the FCPA. The Bribery Act, which applies to any company incorporated or doing business in the UK, prohibits giving, offering, or promising bribes in the public and private sectors, bribing a foreign public official or private person, and failing to have adequate procedures to prevent bribery amongst employees and other agents. Penalties under the Bribery Act include potentially unlimited fines for companies and criminal sanctions for corporate officers under certain circumstances. Liability in relation to breaches of the Bribery Act is strict. This means that it is not necessary to demonstrate elements of a corrupt state of mind.

Recent years have seen a substantial increase in anti-bribery law enforcement activity by U.S. regulators, with more frequent and aggressive investigations and enforcement proceedings by both the DOJ and the SEC, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Increasing regulatory scrutiny of the promotional activities of pharmaceutical companies also has been observed in a number of EU member states. In Germany, a specific anti-corruption provision with regard to healthcare professionals was introduced in the Criminal Code in 2017.

Similar strict restrictions are imposed on the promotion and marketing of products in the EU, where a large portion of our non-U.S. business is conducted, and other territories. Laws in the EU, including in the individual EU Member States, require promotional materials and advertising for products to comply with the product’s Summary of Product Characteristics (“SmPC”), which is approved by the competent authorities. Promotion of a medicinal product which does not comply with the SmPC is considered to constitute off-label promotion. The off-label promotion of medicinal products is prohibited in the EU and in other territories. The promotion of medicinal products that are not subject to a marketing authorization is also prohibited in the EU. Laws in the EU, including in the individual EU Member States, also prohibit the direct-to-consumer advertising of prescription-only medicinal products. Violations of the rules governing the promotion of medicinal products in the EU and in other territories could be penalized by administrative measures, fines and imprisonment. Furthermore, illegal advertising can be challenged by competitors, and as a result, can be prohibited by court and the responsible company can be obligated to pay damages to the competitor.

Interactions between pharmaceutical companies and physicians are also governed by strict laws, regulations, industry self-regulation codes of conduct and physicians’ codes of professional conduct in the individual EU Member States. The provision of any inducements to physicians to prescribe, recommend, endorse, order, purchase, supply, use or administer a medicinal product is prohibited. A number of EU Member States have introduced additional rules requiring pharmaceutical companies to publicly disclose their interactions with physicians and to obtain approval from employers, professional organizations and/or competent authorities before entering into agreements with physicians. These rules have been supplemented by provisions of related industry codes, including the EFPIA Disclosure Code on Disclosure of Transfers of Value from Pharmaceutical Companies to Healthcare Professionals and Healthcare Organizations and related codes developed at national level in individual EU Member States. Additional countries may consider or implement similar laws and regulations. Violations of these rules could lead to reputational risk, public reprimands, and/or the imposition of fines or imprisonment. Our present and future business has been and will continue to be subject to various other laws and regulations. Laws, regulations and recommendations relating to safe working conditions, laboratory practices, the experimental use of animals, and the purchase, storage, movement, import and export and use and disposal of hazardous or potentially hazardous substances, including radioactive compounds, used in connection with our research work are or may be applicable to our activities. We cannot predict the impact of government regulation, which may result from future legislation or administrative action, on our business.

Employees and Human Capital Resources

Our mission is to deliver advanced therapies to improve the lives of patients and families battling autoimmune and inflammatory diseases. Accordingly, we are a team who is passionate about and committed to our mission and establishing a culture where patients and their families are at the center of all we do, with core values that connect us to each other and our stakeholders, and define who we are, what we stand for, and how we work.

As of January 1, 2026, we had six employees, five of whom are full-time, including our President and CEO, Abizer Gaslightwala, and two of whom are engaged in research and development. None of our employees are represented by labor unions or covered by collective bargaining agreements, and we consider our relationship with employees to be good. We also utilize the services of several independent consultants to support our research and development and general and administrative operations.

We are focused on effective identification, recruitment, development, and retention of, and compensation and benefits to, human resource talent, including workforce and management development, diversity and inclusion initiatives, succession planning, and corporate culture and leadership quality, which are vital to our success. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards.

MANAGEMENT

The following table sets forth information relating to our executive officers and directors as of the date of this prospectus.

Name	Age	Relationship
Hoyoung Huh, M.D.	55	Chair of the Board
Ray Prudo, M.D.	80	Director
Samir R. Patel, M.D.	55	Director
Robert Bazemore	57	Director
James Neal	69	Director
Sandip I. Patel	58	Director
Abizer Gaslightwala	51	President, Chief Executive Officer and Director
Kameel Farag	47	Interim Chief Financial Officer

The following is a brief biography of each executive officer and director.

Hoyoung Huh, MD, PhD, has served as Chairman of our board of directors since November 2024, following our merger with Peak Bio, Inc. Dr. Huh is the founder of Peak Bio Inc. (f/k/a pH Pharma) and has held positions of Chief Executive Officer and Board Chairman since founding pH Pharma in 2015. Dr. Huh is a Silicon Valley-based entrepreneur and investor in healthcare and technology-based businesses and has served as Lead Director of Pliant Therapeutics since December 2017. Dr. Huh has been involved in the formation and management of multiple biotechnology and innovation-based companies, including holding board positions. He previously served as the Chairman of the board of directors of Geron Corporation from September 2011 to December 2018 and CytomX Therapeutics, Inc. from February 2012 to December 2018 and served as a member of the board of directors of Rezolute, Inc. (f/k/a AntriaBio, Inc.) from 2013 to January 2019. He holds an A.B. in Biochemistry from Dartmouth College, an M.D. from Cornell University Medical College and a Ph.D. in Cell Biology and Genetics from Cornell University Sloan Kettering Institute.

Raymond Prudo-Chlebosz, M.D., has served as a member of our board of directors since September 2015, and has previously served as our Executive Chairman from September 2015 through December 2022 and Chairman of our board of directors from January 1, 2023 through November 14, 2024. Dr. Prudo has been an active investor and developer of healthcare companies for 25 years. Dr. Prudo was the Founder, Chairman, and Chief Executive Officer of Volution and its predecessor company, Varleigh Immuno Pharmaceuticals, since its inception in 2008. Dr. Prudo is also the co-founder of The Doctors’ Laboratory (“TDL”), past CEO and its Chairman since 2002. Since 2015 he has also been a director of Health Services Laboratories (“HSL”). Both TDL and HSL are subsidiaries of Sonic Healthcare Limited (ASX: SHL.AX). Dr. Prudo is also currently a director of CIS Healthcare Limited, a privately-held UK healthcare company. Dr. Prudo holds an MBBS from the University of London, and an FRCP(C) from the Royal College of Physicians and Surgeons of Canada.

James Neal, MS, MBA, has served as a member of our board of directors since November 2024, following our merger with Peak Bio, Inc. He comes to our board of directors as an experienced business professional serving as XOMA Corporation’s Chief Executive Officer and Chairman of the Board, joining that company in 2009. Mr. Neal has more than 25 years’ experience in forming and maximizing business and technology collaborations globally and in bringing novel products and technologies to market. Prior to XOMA, Mr. Neal was Acting Chief Executive Officer of Entelos, Inc., a leading biosimulation company that acquired Iconix Biosciences, a privately held company where Mr. Neal was Chief Executive Officer. At Iconix, Mr. Neal established multi-year collaborations with Bristol-Myers Squibb, Abbott Labs, Eli Lilly and the U.S. Food and Drug Administration. Mr. Neal earned his B.S. in Biology and his M.S. in Genetics and Plant Breeding from the University of Manitoba, Canada, and holds an Executive MBA degree from Washington University in St. Louis, Missouri.

Sandip I. Patel JD, BBA, has served as a member of our board of directors since November 2024, following our merger with Peak Bio, Inc. Mr. Patel has been involved in the formation, development, growth, and successful exits of several companies in the healthcare services and technology sector, insurance, and financial services. He has served on numerous boards including AtlasClear Holdings, Inc. (NYSE: ATCH), Quantum Fintech (NYSE: QFTA), Monterey Bio (NASDAQ: MTRY), Anderen Bank, Avatar Property & Casualty, and Morton Plant Mease Hospital as a trusted advisor and entrepreneur. Additionally, he has served in executive roles with leading organizations, including American Managed Care, Orion Communities, and WellCare. Mr. Patel received his law degree from the Stetson University College of Law, and a B.B.A in Finance from the University of Georgia.

Robert Bazemore has served as a member of our board of directors since September 2024. Mr. Bazemore has spent over 30 years on the development and commercialization of novel medicines. From 2015 to 2021, Mr. Bazemore served as the President, Chief Executive Officer and member of the Board of Directors of Epizyme, Inc., developing and launching TAZVERIK ® for patients with Follicular Lymphoma and Sarcoma while building on the company’s pipeline of promising epigenetic candidates in oncology. Prior to that, Mr. Bazemore served as the Chief Operating Officer of Synageva BioPharma Corp., where he established the company’s global commercial and medical organization to support the first product launch, helping lead the broader transition to a sustainable commercial enterprise through the company’s acquisition by Alexion Pharmaceuticals, Inc. Mr. Bazemore served in increasing levels of responsibility at Johnson & Johnson including Vice President of Centocor Ortho Biotech Sales & Marketing from 2008 to 2010 and President of Janssen Biotech, where he led the successful launches of numerous products and indications, including the US launches of the oncology therapies ZYTIGA ® and IBRUVICA ®. He was also Vice President of Global Surgery at Ethicon. Prior to Johnson & Johnson, Mr. Bazemore worked at Merck & Co. Inc., where he served in a variety of roles in medical affairs, sales and marketing, including supporting the launch of SINGULAIR ® in the U.S. Mr. Bazemore previously served on the board of Neon Therapeutics prior to its acquisition by BioNTech and served as Board Chairman for Pennsylvania BIO. Mr. Bazemore received a B.S. in Biochemistry from the University of Georgia.

Samir R. Patel, M.D., has served as a member of our board of directors since November 2023, after previously serving as President, Interim President and Chief Executive Officer. Dr. Patel is founder and, since April 2017, principal of PranaBio Investments, LLC, a firm providing consulting, strategic advisory, and investment services for small cap biotechnology companies. He is also a consultant to GE Global Research, Inc., GE’s innovation engine that is creating novel products and solutions across several sectors including biomanufacturing and biotechnology, since May 2019. Dr. Patel has more than 20 years of experience in life sciences including co-founding SPEC Pharma, LLC, a company that develops and manufactures injectables used in rheumatology, obstetric, orthopedic, and veterinary applications. He holds multiple patents, has been an author on several publications and has been an investigator in numerous clinical research studies. Dr. Patel received his medical degree from the Medical College of Ohio (now University of Toledo) in Toledo, Ohio, and completed his internal medicine internship and residency, as well as rheumatology fellowship, at University of New Mexico School of Medicine Affiliated Hospitals.

Abizer Gaslightwala has served as a member of our board of directors since December 2024 and as President and Chief Executive Officer since April 2025. Mr. Gaslightwala is a well-established leader in the biotechnology and pharmaceutical industry. He has a successful track record spanning over 25 years in the development and commercialization of novel medicines across a range of companies and therapeutic areas. Mr. Gaslightwala serves as the Senior Vice President and Franchise Head for Oncology at Jazz Pharmaceuticals, where he manages a portfolio of products spanning both solid and hematological malignancies. Mr. Gaslightwala has led and driven growth in several leadership roles at Amgen, Pfizer, and Johnson & Johnson. His experience spans business unit leadership, brand marketing, sales leadership, commercial pipeline planning, advanced analytics and insights, and business development. Mr. Gaslightwala also helped lead R&D strategic planning within the autoimmune/inflammation portfolio at Johnson & Johnson, as well as lead commercial planning for Remicade® and several novel pipeline molecules focused on rheumatoid arthritis, inflammatory bowel disease, psoriasis, and atopic dermatitis. Additionally, Mr. Gaslightwala advised several life science companies through his time at the Boston Consulting Group. Mr. Gaslightwala holds a BS in Chemical Engineering from Cornell University, and an MBA from the Sloan School of Management, and a MS in Chemical Engineering from the Massachusetts Institute of Technology.

Kameel Farag has served as our interim Chief Financial Officer since October 2025. Mr. Farag is a biotech and global finance executive with extensive experience in scaling companies through transformational growth. He concurrently serves as a director of Biovie Inc. (NASDAQ: BIVI) and a member of their audit committee. Prior to joining the Company, he was Chief Financial Officer, Treasurer, and Head of Compliance at Aspen Neuroscience, Inc. from 2021 to 2025 where he oversaw tripling the company’s headcount, secured over $150 million in financing, built manufacturing infrastructure and prepared the company for clinical data and a potential future public offering. Prior to that, he served as Senior Vice President, Finance at Ionis Pharmaceuticals from 2018 to 2021. In addition, Mr. Farag spent over 16 years at Amgen Inc. in a variety of finance and operational roles including Chief Financial Officer of Amgen’s Intercontinental Region from 2013 to 2018 and as its Head of International FP&A and Interim International Chief Financial Officer from 2009 to 2013. Mr. Farag holds a BA from the University of California, Santa Barbara.

Corporate Governance

Audit Committee

Our board has established a formal standing Audit Committee. The current members of our Audit Committee are Mr. Patel (Chair), Mr. Neal, and Mr. Bazemore. Our board has determined that Mr. Patel is an “audit committee financial expert” within the meaning of SEC rules and regulations. Each member of the audit committee is independent as defined under applicable rules of the Nasdaq, including the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

The Board has adopted a written Audit Committee Charter. The composition and responsibilities of the Audit Committee and the attributes of its members, as reflected in its Charter, are intended to be in accordance with certain listing requirements of Nasdaq and the rules of the SEC for corporate audit committees. The Audit Committee Charter may be found in the “Investor Relations - Corporate Governance” section of our website, which is located at www.akaritx.com.

Compensation Committee

Our compensation committee currently consists of three members, appointed by the board of directors: Mr. Neal (Chair), Mr. Patel, and Mr. Bazemore, all of whom are independent within the meaning of SEC corporate governance rules of independence for purposes of the compensation committee.

The Board has adopted a written Compensation Committee Charter. The composition and responsibilities of the compensation committee and the attributes of its members, as reflected in its Charter, are intended to be in accordance with certain listing requirements of Nasdaq and the rules of the SEC for corporate compensation committees. The Compensation Committee Charter may be found in the “Investor Relations - Corporate Governance” section of our website, which is located at www.akaritx.com.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of three members, appointed by our board of directors: Mr. Bazemore (Chair), Dr. Huh, and Dr. Prudo, all of whom are independent within the meaning of SEC corporate governance rules of independence for purposes of the nominating and corporate governance committee. None of our non-employee directors have any service contracts with us or any of our subsidiaries that provide for benefits upon termination of employment.

The Board has adopted a written Nominating and Corporate Governance Committee Charter. The composition and responsibilities of the nominating and corporate governance committee and the attributes of its members, as reflected in its Charter, are intended to be in accordance with certain listing requirements of Nasdaq and the rules of the SEC for corporate nominating and corporate governance committees. The Nominating and Corporate Governance Committee Charter may be found in the “Investor Relations - Corporate Governance” section of our website, which is located at www.akaritx.com.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics in the “Investor Relations - Corporate Governance” section of our website, which is located at www.akaritx.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our code of business conduct and ethics by posting such information on our website at www.akaritx.com.

EXECUTIVE AND DIRECTOR COMPENSATION

This section discusses the material components of our executive compensation program for our named executive officers, or NEOs, for the fiscal year ended December 31, 2025:

	●	Abizer Gaslightwala, President and Chief Executive Officer

	●	Kameel Farag, Interim Chief Financial Officer

	●	Samir Patel, Former President and Chief Executive Officer

	●	Torsten Hombeck, Former Chief Financial Officer

Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs during the years ended December 31, 2025 and 2024:

Name and Principal Position	Year	Salary ($)		Bonus ($)			Stock Awards (S)(7)			Option Awards ($) (8)		All Other Compensation ($) (9)		Total ($)
Abizer Gaslightwala⁽¹⁾	2025		331,061		–	(5)		–			1,332,542		–		1,663,603
President and Chief Executive Officer	2024		–		–			–			–		–		–

Kameel Farag⁽²⁾	2025		43,826		25,000			48,609			–		–		117,435
Interim Chief Financial Officer	2024		-		-			-			-		-		-

Samir R. Patel⁽³⁾	2025		–		–			–			324,985		–		324,985
Former President and Chief Executive Officer	2024		-		-			127,497			308,270		-		435,767

Torsten Hombeck⁽⁴⁾	2025		234,091		–			363,421	(6)		–		24,443		621,955
Former Chief Financial Officer	2024		12,500		-			-			-		-		12,500

(1) Mr. Gaslightwala has served as a member of our board of directors since December 2024 and as President and Chief Executive Officer since April 2025.

(2) Mr. Farag has served as our interim Chief Financial Officer since October 2025.

(3) Dr. Patel served as our Chief Executive Officer and President from December 16, 2024 through April 20, 2025, having previously served as Interim Chief Executive Officer and President effective May 1, 2024

(4) Dr. Hombeck served as our Chief Financial Officer from December 16, 2024 through October 10, 2025.

(5) Amounts in respect of annual performance bonuses for the performance period ended December 31, 2025 are not calculable through the latest practicable date, since the compensation committee has not yet determined such bonuses. These bonuses are expected to be determined during the first quarter of 2026.

(6) These options which were previously held by Dr. Hombeck were forfeited as of the date of Dr. Hombeck’s departure.

(7) Represents the aggregate grant date fair value of time-based restricted stock units, or RSUs, issued under our 2014 Equity Incentive Plan, or the 2014 Plan, and 2023 Equity Incentive Plan, the 2023 Plan, as computed in accordance with FASB Accounting Standards Codification, or ASC, Topic 718, disregarding estimated forfeitures related to service-based vesting. See Note 8 to our consolidated financial statements included elsewhere in this prospectus regarding assumptions we made in determining the fair value of RSUs.

(8) Represents the aggregate grant date fair value of options to purchase ordinary shares issued under our 2014 Plan and 2023 Plan, as computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. See Note 8 to our consolidated financial statements included elsewhere in this prospectus regarding assumptions we made in determining the fair value of option awards.

(9) For 2025, all other compensation includes the following amounts:

Name	Company 401(k) Plan Match ($)		Separation ($)		Other ($) (a)		Total ($)
Mr. Gaslightwala		—		—		—		—
Mr. Farag		—		—		—		—
Dr. Patel		—		—		—		—
Dr. Hombeck		10,020		—		14,423		24,443

For 2024, all other compensation includes the following amounts:

Name

Company 401(k) Plan Match
($)

Separation
($)

Other
($) (a)

Total
($)

Mr. Gaslightwala

—

Dr. Patel

—

Dr. Hombeck

—

(a) Amounts reported as “Other” in the table above represent earned and unused vacation paid upon termination of their employment with us.

Narrative Disclosure to Summary Compensation Table

Employment Agreements with Our NEOs

We have entered into employment agreements with each of our NEOs (or non-employee consulting services agreements in the case of Dr. Patel and Mr. Farag). All employee NEOs are at-will employees.

Gaslightwala Employment Agreement

We are party to an Executive Offer of Employment Agreement with Mr. Abizer Gaslightwala, or the Gaslightwala Employment Agreement, dated March 14, 2025, as amended by a subsequent Chief Executive Officer Letter Agreement, dated March 18, 2025.

The Gaslightwala Employment Agreement has an indefinite term and either party may terminate it by giving at least 30 days’ prior written notice for any reason or for no particular reason.

Under the Gaslightwala Employment Agreement, Mr. Gaslightwala’s annual base salary is $475,000, or Gaslightwala Base Salary, which is subject to review on a periodic basis. Mr. Gaslightwala is also eligible to receive (i) an annual cash bonus with a target of 50% of the Gaslightwala Base Salary, provided that the actual amount of such bonus shall be based on the achievement of performance goals established between Mr. Gaslightwala and the board of directors of the Company, (ii) a stock option to purchase 1,100,000 ADSs, the equivalent of 2,200,000,000 Ordinary Shares, or the Gaslightwala Option, and (iii) a stock option to purchase 600,000 ADSs, the equivalent of 1,200,000,000 Ordinary Shares, or the Gaslightwala Performance Option. The Gaslightwala Option and the Gaslightwala Performance Option shall be subject to the approval of the board of directors and the terms and conditions of the 2023 Plan. The Gaslightwala Option shall have a four-year vesting schedule pursuant to which 25% shall vest on the twelve month anniversary of the grant date and the remainder shall vest ratably on a monthly basis over the then remaining thirty-six months from the grant date such that it will be fully vested on the fourth anniversary of the grant date. The Gaslightwala Performance Option shall vest if at least one of the following criteria is met: (a) closing of a qualified financing of at least $15,000,000 on or before December 31, 2025, or (b) closing of an antibody drug conjugate focused license transaction, with a minimum upfront payment of $10,000,000, on or before December 31, 2025.

Upon termination of Mr. Gaslightwala’s employment for any reason, he will receive his earned but unpaid Gaslightwala Base Salary and, if applicable, (i) any accrued but unused vacation, through the date of termination, and (ii) the amount of any documented expenses properly incurred on behalf of the Company prior to any such termination and not yet reimbursed, or the Accrued Obligations.

Upon termination of Mr. Gaslightwala’s employment without cause or by Mr. Gaslightwala with good reason, which does not occur within 12 months of a change of control, in addition to the Accrued Obligations, and subject to his timely execution of a separation agreement and release in a form and manner satisfactory to the Company, he shall be entitled to receive (i) the sum of 12 months of the Gaslightwala Base Salary and target annual performance bonus for the same time period, payable as salary continuation and (ii) reimbursement for any monthly premium paid under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended, by Mr. Gaslightwala on his behalf until the earliest of (a) 12 months following the date of termination, (b) the date on which Mr. Gaslightwala is no longer eligible to receive such coverage, or (b) the date on which Mr. Gaslightwala becomes eligible to receive similar coverage from another employer or other source. Further, Mr. Gaslightwala’s Option will continue to vest for a 6-month period from the date of termination and to the extent Mr. Gaslightwala is terminated without Cause, or he resigns for Good Reason in the first year of employment, at a minimum vest 25% of the Option shall vest on the twelfth month anniversary of the grant date.

Upon termination of Mr. Gaslightwala’s employment by us without cause or by Mr. Gaslightwala for good reason within 12 months of a change of control, in addition to the Accrued Obligations, and subject to his timely execution of a separation agreement and release in a form and manner satisfactory to the Company, he shall be entitled to receive (i) the sum of 1.5 times Accrued Obligations amount. Further, Mr. Gaslightwala’s Option shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the date of termination or (ii) the effective date of the separation agreement and release.

The Gaslightwala Employment Agreement also contains restrictive covenants for the Company’s benefit, and Mr. Gaslightwala is required to maintain the confidentiality of our confidential information.

Kameel Farag Consulting Agreement

We are party to a consulting agreement with Mr. Kameel Farag and KDF Ventures LLC, as amended on October 31, 2025, or the Farag Consulting Agreement, pursuant to which Mr. Farag will serve as our Interim Chief Financial Officer, effective on October 22, 2025. Mr. Farag succeeds our prior Chief Financial Officer, Torsten Hombeck, whose departure was previously reported.

The Farag Consulting Agreement provides for a monthly cash fee of $18,000 through the end of 2025 and a monthly cash fee of $27,000 starting January 1, 2026 through to February 15, 2026, pro-rated for any partial months. The Farag Consulting Agreement also provides for the grant of RSUs awards as follows: $4,645 in RSUs on October 22, 2025, which vested on October 31, 2025, $24,000 in RSUs on November 1, 2025 which vests on January 1, 2026 (subject to continued service through vesting) and $19,964 in RSUs on November 1, 2025, which vests on February 15, 2026 (subject to continued service through vesting). Further, in connection with certain capital raises by the Company, KDF Ventures shall be entitled to compensation payable in cash and RSUs based on a percentage of total gross proceeds, subject to maximum limits and depending on when the capital raise is completed. The Farag Consulting Agreement provides for a term end date of February 16, 2026 and is extendable on a month-to-month basis at the Company’s discretion.

Samir Patel Consulting Services Agreement

Prior to Dr. Patel’s resignation, we were a party to a consulting services agreement, effective May 1, 2024, with Dr. Patel, who served as our Interim President and Chief Executive Officer, or the Patel Agreement. Pursuant to the Patel Agreement, Dr. Patel was to be paid $50,000 per month which would be in the form of fully vested Ordinary Shares, and valued based on the closing price of the Ordinary shares on the Nasdaq Capital Market on the last day of each month (or partial month) Dr. Patel serves as President and Chief Executive Officer.

On September 16, 2024, we entered into an amendment to the Patel Agreement, or the Amended Patel Agreement, to revise the compensation to be received. Pursuant to the Amended Patel Agreement, in lieu of receiving his stated monthly compensation of $50,000 in the form of fully vested Ordinary Shares, Dr. Patel shall be paid in the form of fully vested non-qualified stock options to purchase Ordinary Shares, or NQSOs, with the number of ADSs underlying each such monthly NQSOs grant to be equal to two times the number determined by dividing (i) $50,000 by (ii) the closing price of our ADSs on the Nasdaq Capital Market on the last day of each month (or partial month) Dr. Patel served as our President and Chief Executive Officer.

The Amended Patel Agreement includes no annual bonus provisions, no eligibility for employee benefits and no severance entitlements. Further, the Amended Patel Agreement can be terminated by us immediately for any reason.

There were no changes to the Amended Patel Agreement following Dr. Patel’s appointment as President and Chief Executive Officer on December 16, 2024.

Hombeck Employment Agreement

Prior to Dr. Hombeck’s departure in October 2025, we entered into an executive employment agreement, effective December 16, 2024, with Dr. Hombeck, or the Hombeck Agreement. Pursuant to the Hombeck Agreement, Dr. Hombeck’s initial annual base salary is $300,000, which was subject to review and increase on an annual basis and he was eligible to receive an annual cash bonus with a target of 100% of base salary based on the achievement of performance goals established by the board of directors, in consultation with Dr. Hombeck. Further, the Hombeck Agreement provides for participation in employee benefit plans and no severance for termination of services with or without cause.

The Hombeck Agreement also contains restrictive covenants for our benefit and Dr. Hombeck is required to maintain the confidentiality of our confidential information.

Prior to his departure in June 2023, we were a party to an executive employment agreement, effective as of June 30, 2020, with Dr. Hombeck, or the Original Hombeck Agreement. The Original Hombeck Agreement had an initial term of one year from June 30, 2020 with automatic renewals for successive one-year periods, provided that either party could have given written notice of non-renewal of the current term at least three months prior to the expiration of the then-current term. Dr. Hombeck’s annual base salary for 2023 was $303,152 and he was eligible for an annual cash bonus with a target of 30% of base salary. The Original Hombeck Agreement also provided that Dr. Hombeck would be granted an initial option to purchase 7,000,000 shares and an additional option to purchase 3,000,000 shares on January 1, 2021.

Pursuant to the Original Hombeck Agreement, upon termination of Dr. Hombeck’s employment without “cause” (as defined in the Original Hombeck Agreement), or by Dr. Hombeck for “good reason” (as defined in the Original Hombeck Agreement) or upon non-renewal by us of the term of the Original Hombeck Agreement, in addition to any accrued but unpaid base salary, expense reimbursements and vested and accrued benefits and subject to Dr. Hombeck’s execution and the effectiveness of a release of claims in a form acceptable to us, he would have been entitled to receive (i) an amount equal to the sum of (x) his annual base salary at the rate in effect as of the termination date, plus (y) other than in the case of a termination due to non-renewal of the term, an amount equal to the greater of his actual or target annual performance bonus for the year in which the employment terminated and (ii) an amount equal to our share of the premium paid by Dr. Hombeck while he was an active employee for medical insurance coverage under our health care plan (the “Healthcare Subsidy”) for 12 months following termination.

If Dr. Hombeck’s employment had been terminated by us without cause, or by him for good reason, in each case with one year following a “change in control” (as defined in the Original Hombeck Agreement), and subject to Dr. Hombeck’s execution and the effectiveness of a release of claims in a form acceptable to us, in lieu of the severance payments and benefits described in the preceding paragraph, he would have been entitled to receive (i) an amount equal to one and a half times the sum of (x) his annual base salary at the rate in effect as of the termination date, plus (y) his target annual performance bonus for the year in which the employment terminated and (ii) the Healthcare Subsidy for 18 months following termination. If the payments or benefits payable to Dr. Hombeck in connection with a change in control would have been subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, those payments or benefits would have been reduced if such reduction would result in a higher net after-tax benefit to Dr. Hombeck.

Determining Compensation

Our board of directors and compensation committee review compensation annually for our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our shareholders, and a long-term commitment to us.

Our compensation committee is primarily responsible for determining the compensation for our executive officers. Our compensation committee typically reviews and discusses management’s proposed compensation with our Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then sets the compensation for each executive officer other than the Chief Executive Officer and recommends the compensation for the Chief Executive Officer to our board of directors for approval. Our board of directors discusses the compensation committee’s recommendation and ultimately approves the compensation of our Chief Executive Officer without members of management present.

Elements of Compensation

The compensation of our NEOs generally consists of three primary components, consisting of base salary, annual cash incentive awards, and long-term incentive-based compensation in the form of stock-based awards.

Base Salary

Prior to his departure in October 2025, Dr. Hombeck received an annual salary for 2025 of $234,091, and prior to his departure in April 2025, Dr. Patel received an annual salary for 2025 of $0. Since his appointment as President and Chief Executive Officer in April 2025, Mr. Gaslightwala received an annual salary for 2025 of $331,061 Mr. Farag is a non-employee consultant and received a monthly fee of $18,000 through the end of 2025.

Annual Cash Incentives

Annual cash incentive awards provide an opportunity for additional compensation to employee NEOs if pre-established annual performance goals are attained. The annual cash incentive award targets are based on a target percentage of each employee NEO’s salary. The compensation committee generally links cash awards to the achievement of the annual corporate goals; however, the compensation committee may take into consideration unexpected corporate performance outside of the corporate goals and individual performance. The amount of the bonus paid, if any, may vary among the employee NEOs depending on individual performance, individual contribution to the achievement of our annual corporate goals.

Annual cash incentive awards for 2025 for employees, including our NEOs, were based on corporate goals related to financing, pipeline advancement, reputation, and strengthening our capabilities. For 2025, the annual cash incentive award for Mr. Gaslightwala was targeted at 50% of base salary and the annual cash incentive award for Dr. Hombeck was targeted at 100% of his base salary. Mr. Gaslightwala was eligible to receive an incentive bonus of $165,274 for 2025 and Dr. Hombeck was not eligible to receive an incentive bonus because his employment terminated in October 2025. The compensation committee has not yet determined cash bonuses to the employee NEOs for the year ended December 31, 2025.

Pursuant to the Farag Consulting Agreement, Mr. Farag was eligible for performance bonuses upon successful completion of a capital raise, of which fifty percent is payable in cash and the remaining fifty percent is payable in fully vested restricted stock units. In 2025, Mr. Farag was entitled to total bonuses of $25,000.

Equity-Based Awards

Equity grants are intended as both a reward for contributing to our long-term success and an incentive for future performance. Additionally, the vesting feature of our equity awards is intended to further our goal of executive retention by providing an incentive to our NEOs to remain in our service during the vesting period. The compensation committee typically makes initial stock option awards to our employee NEOs upon commencement of employment and annual equity awards in the form of either stock options, RSUs, or a combination of stock options and RSUs, thereafter.

In 2025, we awarded equity compensation under the 2023 Plan to the NEOs as follows: (i) Abizer Gaslightwala – options to purchase 2,200,000,000 ordinary shares of which 25% shall vest on March 20, 2026 and the remainder shall vest ratably on a monthly basis over the remaining 36 months, (ii) Kameel Farag – restricted stock units for 129,792,000 ordinary shares of which 12,554,000 in restricted units vested on October 31, 2025, 64,000,000 in restricted units vested on January 1, 2026 and 53,238,000 in restricted units vest February 15, 2026, (iii) Samir R. Patel – options to purchase 801,792,000 ordinary shares which are fully vested and (iv) Torsten Hombeck – options to purchase 600,000,000 ordinary shares of which 25% shall vest on March 20, 2026 and the remainder shall vest ratably on a monthly basis over the remaining 36 months. We also awarded Mr. Gaslightwala and Dr. Hombeck performance-based stock options to purchase 1,200,000,000 ordinary shares and 400,000,000 ordinary shares, respectively, which expired on December 31, 2025. All unvested stock options granted to Mr. Hombeck were forfeited in connection with his separation. We also awarded equity compensation to Dr. Patel and Mr. Farag in accordance with the Patel Agreement and Farag Consulting Agreement, respectively.

We determine equity award amounts based on contractual obligations, competitive market factors in our industry, and the judgment of the compensation committee of the board of directors, taking into account information and recommendations provided by our independent compensation consultant. With respect to our NEO’s other than our Chief Executive Officer, the compensation committee also considers recommendations provided by our Chief Executive Officer. For the 2025 awards of stock options and RSUs to our NEOs, the primary consideration was the award amounts included in the applicable NEO’s employment and/or consulting services agreements.

Other Compensation and Benefits

We have established various employee benefit plans, including medical and 401(k) plans, in which employee NEOs are eligible to participate on the same basis as other employees. It is generally our policy not to extend perquisites to our executives that are not available to our employees generally.

401(k) Plan and Defined Contribution Pension Scheme

We have adopted an employee benefit plan under Section 401(k) of the Code for our U.S.-based employees. The 401(k) plan allows employees to make salary deferral contributions up to the statutorily prescribed annual limit under the Code. We provide matching contributions to the 401(k) plan in an amount equal to 100% of each participant’s contribution up to a maximum of 5% of the participant’s annual eligible cash compensation, subject to certain other limits.

Additionally, we have adopted a defined contribution pension scheme which allows for U.K.-based employees to make salary deferral contributions and we contribute 10% of employee compensation to the pension plan, subject to U.K. law.

Clawback Policy

In November 2023, our compensation committee adopted a formal clawback policy, which applies in the event we are required to prepare an accounting restatement due to any material noncompliance with any financial reporting requirement under the U.S. federal securities laws. This policy requires us to (subject to certain limited exceptions set forth in the clawback policy and permitted under the final clawback rules) recover from any of our current or former executive officers who receive incentive-based compensation (including stock options and RSUs) after the effective date of the clawback policy and during the three-year period preceding the date on which we are required to prepare an accounting restatement, the excess of what would have been paid to such executive officer under the accounting restatement.

Outstanding Equity Awards at Fiscal End

The following table sets forth information regarding the outstanding equity held by our NEOs as of December 31, 2025.

	Option Awards (in ADSs)								Stock Awards (in ADSs)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾
Abizer Gaslightwala		—		1,200,000,000	⁽²⁾		0.00075	3/20/2035

Kameel Farag		—		—						129,792,000		18,755

Samir R. Patel		3,333,333		1,666,666	⁽³⁾		0.00156	12/29/2033
		175,080,000		—			0.00149	9/30/2034
		79,684,000		—			0.00126	10/31/2034
		162,604,000		—			0.00062	11/30/2034
		152,672,000		—			0.00066	1/3/2035
		—		350,000,000	⁽⁴⁾		0.00075	3/20/2035
		225,000,000		225,000,000	⁽⁵⁾		0.00075	3/20/2035
		649,120,000		—			0.00057	7/23/2035

Torsten Hombeck ⁽⁶⁾		—		—						—		—

(1) Market Value is calculated based on a price per ADS of $0.289 (equivalent to $0.0001445 per ordinary share), which was the closing price of our ADSs on December 31, 2025.

(2) Represents the unvested portion of a stock option award with twenty-five percent vesting on March 20, 2026 and the remainder vesting ratably on a monthly basis over thirty-six months. that vests, subject to Mr. Gaslightwala’s continued employment with us through the applicable vesting date.

(3) Represents the unvested portion of a stock option award that vests in three equal installments of 1,666,666 on the annual general meeting anticipated to be held June 30, 2026, subject to Dr. Patel’s continued service with us as a board member through the applicable vesting date.

(4) Represents the unvested portion of a stock option award with twenty-five percent vesting on March 20, 2026 and the remainder vesting ratably on a monthly basis over thirty-six months, subject to Dr. Patel’s continued service with us as a board member through the applicable vesting date.

(5) Represents the unvested portion of a stock option award with twenty-five percent vesting on June 30, 2025, twenty-five percent vesting on December 31, 2025, and the remainder vesting ratably on a monthly basis over twenty-four months thereafter, subject to Dr. Patel’s continued employment with us through the applicable vesting date.

(6) All options (vested and unvested) previously held by Dr. Hombeck were forfeited as of the date of Dr. Hombeck’s departure.

Equity Grant Timing

Our compensation committee has generally granted equity awards on an annual basis. During 2025, our compensation committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2025, we did not grant stock options to our named executive officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

Our equity awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at or above the closing market price of the Company’s common stock on the date of grant. Equity awards are generally approved on the dates of our regularly scheduled Compensation Committee meetings and are effective as of such dates or specified prospective dates. Outside of the annual grant cycle, we may make equity award grants in connection with a new hire package, retention grant or severance package.

Director Compensation

Directors who are also employees are not compensated separately for serving on our board of directors or any of its committees. Each of our non-employee directors receives cash compensation for his or her services. In addition, to better align the interests of our board of directors with our shareholders, the compensation committee considers and recommends to the board of directors’ long-term equity compensation in the form of stock options to our non-employee directors. The compensation committee periodically conducts reviews of peer company director compensation practices, including before considering changes to our director compensation program.

Under our director compensation program, each director receives an annual cash retainer for service on the board and for service on each committee of which the director is a member. The chairperson of each committee receives a higher retainer for such service. These fees are typically paid quarterly in arrears. The fees paid to non-employee directors for service on the board and for service on each committee of the board on which the director was a member during 2025 were as follows:

	Member Annual Fee		Chairperson Annual Fee
Board of Directors	$	40,000	$	80,000
Audit Committee	$	7,875	$	15,000
Compensation Committee	$	5,750	$	12,000
Nominating and Corporate Governance Committee	$	5,750	$	10,000

A non-employee director may elect to receive annual cash payments in the form of fully-vested ordinary shares. During 2025, all directors elected to defer payments of their annual cash retainer and no director elected to receive his or her annual cash retainer in shares.

During 2025, non-employee directors received a one-time grant of an option to purchase 450,000,000 shares which were approved in connection with the annual general meeting of the shareholders. The options were subject to vesting with twenty-five percent vested on June 30, 2025, twenty-five percent vested on December 31, 2025, and the remainder vesting ratably on a monthly basis over twenty-four months thereafter. All non-employee directors also received a grant of an option to purchase 350,000,000 shares whereby twenty-five percent vests on March 20, 2026, and the remainder vesting ratably on a monthly basis over thirty-six months thereafter.

These awards are subject to the non-employee director’s continued service on the board of directors through such date, have a term of 10 years from date of grant, and accelerate upon a change of control.

The following table below sets forth information for the fiscal year ended December 31, 2025 regarding the compensation of our non-employee directors.

	Fees Earned ($)(1)		Option Awards ($)(2)		Total ($)
Hoyoung Huh, M.D.		85,570		463,635		549,205
Ray Prudo, M.D.		45,570		463,635		509,205
Samir R. Patel, M.D.		27,434		463,635		491,069
Robert Bazemore		63,625		463,635		527,260
James Neal		59,875		463,635		523,510
Sandip I. Patel		60,750		463,635		524,385
Abizer Gaslightwala		12,333		-		12,333

(1)Represents cash fees earned (paid and unpaid) for service as a non-employee director for 2025.

(2)Represents the aggregate grant date fair value of option awards made to each listed director in 2025, as computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. See Note 8 to our consolidated financial statements included in our recent Form 10-K regarding assumptions we made in determining the fair value of option awards. As of December 31, 2025, our non-employee directors held options to purchase our ordinary shares as follows: Dr Huh: 1,504,400,000 shares; Dr. Prudo: 820,000,000 shares; Dr. Patel: 2,024,160,000 shares; Mr. Bazemore: 805,000,000 shares; Mr. Neal: 1,093,500,000 shares; Mr. Patel: 1,034,800,000 shares; and Mr. Gaslightwala: 2,200,000,000 shares. Mr. Gaslightwala options to purchase 2,200,000,000 shares were granted pursuant to his employment contract on appointment as President and CEO. Dr. Patel’s options to purchase 1,219,160,000 shares were awarded pursuant to his prior role as Interim CEO. Messrs. Huh, Neal and Patel options to purchase an aggregate of 1,232,700,000 shares were assumed from the acquisition of Peak Bio Inc., which closed on November 14, 2024.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Related Persons

Since January 1, 2023, we have not entered into or engaged in any related party transactions, as defined by the SEC, with our directors, officers, and shareholders who beneficially owned more than 5% of our outstanding ordinary shares (“5% holders”), as well as affiliates or immediate family members of those directors, officers, and 5% holders, except with respect to the transactions detailed below.

December 2025 Offerings

In a concurrent private placement, pursuant to a securities purchase agreement dated as of December 16, 2025, the Company agreed to issue to directors and officers of the Company (i) unregistered Pre-Funded Warrants to purchase an aggregate of 2,563,713 ADSs at an exercise price per ADS of $0.00001, and (ii) accompanying Series G Warrants to purchase an aggregate of 2,563,713 ADSs, at a combined purchase price of $0.4041 per Pre-Funded Warrant and Series G Warrant.

For more information, see “Prospectus Summary—Recent Developments—December 2025 Offerings” above.

December 2025 Note Exchange

On December 16, 2025, we entered into privately negotiated note cancellation and exchange agreement (the “Exchange Agreements”) with each holder of the August 2025 Notes (defined below) to exchange the total outstanding principal amount of $1,888,750 for (i) Pre-Funded Warrants to purchase up to an aggregate of 4,673,963 ADSs (“Note Exchange Pre-Funded Warrants”) and (ii) unregistered note exchange warrants to purchase up to an aggregate of 4,673,963 ADSs (“Note Exchange Warrants”). The Pre-Funded Warrants have an exercise price of $0.00001 per ADS, will be immediately exercisable following the Shareholder Approval, and will not expire until fully exercised. The Note Exchange Warrants are exercisable commencing on the Shareholder Approval Date for a term of five years following the Shareholder Approval Date and have an exercise price of $0.4041 per ADS. The Exchange closed on December 17, 2025.

For more information, see “Prospectus Summary—Recent Developments—December 2025 Note Exchange” above.

Interim Chief Financial Officer Agreement

On October 22, 2025, we entered into a consulting agreement with Mr. Kameel Farag and KDF Ventures LLC, as amended on October 31, 2025, pursuant to which Mr. Farag will serve as our Interim Chief Financial Officer, effective on October 22, 2025. See “Executive and Director Compensation” in this prospectus for more information.

August 2025 Note Offering

In August 2025, we issued unsecured promissory notes with a 20% original issuance discount, or the August 2025 Notes, to certain investors, including our directors. In connection with the issuance and sale of the August 2025 Notes, we agreed to extend the expiration date of Series A warrants, or the Series A Warrants, held by August 2025 Note investors, previously issued in connection with the March 2025 Purchase Agreement (defined below), by 48 months from the original date of expiration, or the Warrant Amendment Agreements.

100

We closed the August 2025 Note Offering with investors and our directors in three tranches, issuing August 2025 Notes with an aggregate purchase price of $3,011,000 and an aggregate principal amount of $3,763,750. Of this amount, August 2025 Notes issued to our directors had an aggregate purchase price of $1,511,000 and an aggregate principal amount of $1,888,750 (inclusive of a note exchange with the our Chairman, Dr. Hoyoung Huh, as outlined above). The August 2025 Notes issued to related parties have maturity dates ranging from August 15, 2026 through August 18, 2026, depending on the date of issuance, at which time the principal amount is due and payable. The terms of the August 2025 Notes provided for accelerated payment of the outstanding principal amount in the event of a default as defined in the August 2025 Note.

We also entered into Warrant Amendment Agreements with the recipients of the August 2025 Notes, which extended the expiration date of certain Series A Warrants held by related parties to purchase 1,928,569 ADSs, to March 6, 2030 and 44,642 ADSs, to April 25, 2030.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” in this prospectus for more information.

President and Chief Executive Officer Agreement

On March 14, 2025, we entered into the Gaslightwala Employment Agreement with Mr. Abizer Gaslightwala, pursuant to which Mr. Gaslightwala serves, from and after April 21, 2025, as our President and Chief Executive Officer. Mr. Gaslightwala receives a base salary, is eligible for an annual cash bonus target, and is entitled to receive share-based payment compensation based on time service and the achievement of specific performance criteria. See “Executive and Director Compensation” in this prospectus for more information.

March 2025 Private Placement

On March 2, 2025, we entered into a securities purchase agreement with certain investors and all directors, or the March 2025 Purchase Agreement, pursuant to which we agreed to sell and issue in a private placement, or March 2025 Offering, an aggregate of 6,637,626 ADSs, or prefunded warrants in lieu of all or a portion thereof, or the March 2025 Pre-Funded Warrants, each representing 2,000 of the Company’s ordinary shares, and, in each case, Series A Warrants and Series B Warrants (the Series A Warrants and Series B Warrants, together, the March 2025 Warrants, and together with the ADSs or March 2025 Pre-Funded Warrants, the Units). The Series A Warrants have a one-year term, and the Series B Warrants have a five-year term from the date of issuance.

The Units were structured as follows: (i) for investors committing less than $1.0 million in the March 2025 Offering, or Tier 1 Investors: one ADS or March 2025 Pre-Funded Warrant, a Series A Warrant to purchase one ADS, and a Series B Warrant to purchase one ADS; (ii) for investors committing at least $1.0 million but less than $3.0 million in the March 2025 Offering, or Tier 2 Investors: one ADS or March 2025 Pre-Funded Warrant, a Series A Warrant to purchase 1.25 ADSs, and a Series B Warrant to purchase one ADS; and (iii) for investors committing $3.0 million or more in the March 2025 Offering, or Tier 3 Investors: one ADS or March 2025 Pre-Funded Warrant, a Series A Warrant to purchase 1.5 ADSs, and a Series B Warrant to purchase one ADS.

The purchase price per Unit for investors purchasing ADSs was $0.87 plus (a) $0.25 for Tier 1 Investors, (b) $0.28125 for Tier 2 Investors, or (c) $0.3125 for Tier 3 Investors, or the ADS Unit Purchase Price. The purchase price per Unit for investors purchasing March 2025 Pre-Funded Warrant and accompanying Series A and Series B Warrants was $0.67 (representing the ADS Unit Purchase Price minus the $0.20 exercise price for such March 2025 Pre-Funded Warrant) plus (a) $0.25 for Tier 1 Investors, (b) $0.28125 for Tier 2 Investors, or (c) $0.3125 for Tier 3 Investors, or the Pre-Funded Unit Purchase Price.

As part of the March 2025 Offering, the Company’s Chairman, Dr. Hoyoung Huh, purchased $1 million of Units, with the purchase price thereof satisfied through cancelling and extinguishing $1.0 million of notes previously issued to him by the Company, or the March 2025 Note Termination.

The net proceeds from the March 2025 Offering, after deducting placement agent fees and other offering expenses payable by us, were approximately $5.6 million, net of the $1.0 million from the March 2025 Note Termination.

101

The placement agent, Paulson Investment Company, LLC, received a cash commission of approximately $0.4 million and was issued ADSs representing three percent (3%) of the total number of ADSs issued in the March 2025 Offering, including ADSs issuable upon exercise of the Pre-Funded Warrants, but excluding the ADSs issued in connection with the March 2025 Note Termination. The estimated fair value of these ADSs was approximately $0.2 million.

Interim CEO Agreement

On December 12, 2024, our board of directors approved the appointment of Dr. Patel to Chief Executive Officer and principal executive officer, effective December 16, 2024. There were no changes to Dr. Patel’s revised compensation as provided for under the September 16, 2024 Interim CEO Amendment Agreement, described below, following Dr. Patel’s appointment as President and Chief Executive Officer on December 16, 2024.

On May 31, 2024, we and Dr. Patel entered into an Interim Chief Executive Officer Agreement, effective as of May 1, 2024, or the Interim CEO Agreement. Pursuant to the Interim CEO Agreement, Dr. Patel served as our Interim President and Chief Executive Officer as an independent contractor on an at-will basis. The Interim CEO Agreement could be terminated by us immediately for any reason. As the sole compensation for services provided under the Interim CEO Agreement, Dr. Patel was paid $50,000 per month in the form of fully vested ordinary shares. On September 16, 2024, we entered into an amendment to the Interim CEO Agreement, or the CEO Agreement Amendment, effective July 1, 2024, to revise Dr. Patel’s compensation in connection with the services as Interim President and Chief Executive Officer. Pursuant to the CEO Agreement Amendment, in lieu of receiving the stated monthly compensation of $50,000 in the form of fully vested ordinary shares, Dr. Patel is paid in the form of fully vested NQSOs, with the number of ADSs underlying each such monthly NQSOs grant equal to two times the number determined by dividing (i) $50,000 by (ii) the closing price of our ADSs on the Nasdaq Capital Market on the last day of each month (or partial month) Dr. Patel serves as our Interim President and Chief Executive Officer.

During the year ended December 31, 2025, we recognized approximately $0.3 million in non-cash stock-based compensation costs pursuant to the Interim CEO Agreement, as amended, pertaining to NQSOs granted to Dr. Patel to purchase 400,896 ADSs, the equivalent of 801,792,000 ordinary shares at a weighted average exercise price of $1.17 per ADS, the equivalent of $0.000585 per ordinary share.

Dr. Huh Notes

Pursuant to the acquisition of Peak Bio, which closed on November 14, 2024, we assumed certain notes payable due to Dr. Huh, the Company’s Chairman of the Board.

We assumed two notes in the amount of a total of $0.9 million, which were entered into in May and August 2021, or the 2021 Notes, and had a one-year maturity date from date of issuance. The 2021 Notes carried an interest rate of 1.0% per annum. We also assumed a note in the amount of $0.75 million, which was entered into in January 2024, or the January 2024 Note, and had an original maturity date of January 23, 2025 which was extended to December 31, 2025 on April 1, 2025. The January 2024 Note carried an interest rate of 15% per annum.

In March 2025, in connection with the March 2025 Private Placement, Dr. Huh’s 2021 Notes including accrued interest, and a portion of his January 2024 Note, aggregating to $1.0 million were cancelled, extinguished and paid in full for an equal amount of Ordinary Shares and warrants of the Company.

In August 2025, in connection with the August 2025 Notes Offering, Dr. Huh agreed to purchase an August 2025 Note with a principal amount of $1,250,000 for a purchase price of $1,000,000, with the purchase price thereof to be satisfied through his agreement to cancel and extinguish $837,433 of outstanding principal and accrued interest under January 2024 Note plus cash of $162,567.

As of December 31, 2025, the balance due to Dr. Huh related to the assumed 2021 Notes and January 2024 Note was $0.

102

Other

In November 2024, we assumed an amount due to an entity in which our Chairman, Dr. Hoyoung Huh, is a director. As of December 31, 2025 and 2024, the amounts due totaled less than $0.1 million and are included in accounts payable in our consolidated balance sheets.

May 2024 Convertible Notes

On May 10, 2024, we entered into unsecured convertible promissory notes, or the May 2024 Notes, with Dr. Ray Prudo, the Company’s Chairman at the time, and its then Interim President and Chief Executive Officer and director, Dr. Samir Patel, for an aggregate of $1.0 million in gross proceeds. The May 2024 Notes bear interest at 15% per annum, which may be increased to 17% upon the occurrence of certain events of default as described therein, and the principal and all accrued but unpaid interest is due on the date that is the earlier of (a) ten (10) business days following the Company’s receipt of a U.K. research and development tax credit from HM Revenue and Customs, and (b) November 10, 2024. Provided, however, at any time or times from the date of the note and until the tenth business day prior to closing of the acquisition, the note holders are entitled to convert any portion of the outstanding and unpaid amount, including principal and accrued interest, into Company ADSs at a fixed conversion price equal to $1.59, representing the Nasdaq official closing price of the Company’s ADSs on the issuance date, subject to certain restrictions. In October 2024, the aggregate principal balance of $750,000, was repaid in cash with proceeds from the Company’s U.K. research and development tax credit from the U.K. HM Revenue and Customs. Drs. Prudo and Patel each elected to convert the $125,000 of remaining principal and accrued interest into the Company’s ADSs at a conversion price of $1.59 per ADS. These Ordinary Shares were issued to Drs. Prudo and Patel on April 30, 2025.

The Doctors Laboratory

We leased office space for our U.K. headquarters in London from The Doctors Laboratory, or TDL, an entity with a common director through May 2025, and had incurred expenses of less than $0.1 million plus VAT during each of the years ended December 31, 2025 and 2024. We also received certain administrative services provided by TDL through October 2025 and incurred expenses of less than $0.1 million during each of the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, we had a balance due to TDL of $0 and less than $0.1 million, respectively.

Policies and Procedures for Related Person Transactions

Our board of directors is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. Accordingly, as a general matter, it is our preference to avoid related party transactions.

In accordance with our Audit Committee Charter, members of the Audit Committee, all of whom are independent directors, review and approve all related party transactions for which approval is required under applicable laws or regulations, including SEC and the Nasdaq Listing Rules. Current SEC rules define a related party transaction for smaller reporting companies to include any transaction, arrangement, or relationship in which we are a participant and the amount involved is the lesser of $120,000 or 1% of total assets, and in which any of the following persons has or will have a direct or indirect interest:

	●	our executive officers, directors, or director nominees;

	●	any person who is known to be the beneficial owner of more than 5% of our ordinary shares;

	●	any person who is an immediate family member, as defined under Item 404 of Regulation S-K, of any of our executive officers, directors, or director nominees or beneficial owners of more than 5% of our ordinary shares; or

	●	any firm, corporation, or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person, together with any other of the foregoing persons, has a 5% or greater beneficial ownership interest.

Under our code of business conduct and ethics, our directors, officers, and employees are expected to avoid any relationship, influence or activity that would cause or even appear to cause a conflict of interest. Under our code of business conduct and ethics, a director is required to promptly disclose to our board any potential or actual conflict of interest involving him or her. In accordance with our code of business conduct and ethics, the board will determine an appropriate resolution on a case-by-case basis. All directors must recuse themselves from any discussion or decision affecting their personal, business, or professional interests. In addition, the Audit Committee is responsible for reviewing with our primary counsel the results of their review of the monitoring of compliance with our code of business conduct and ethics.

Director Independence

Our securities are listed on the Nasdaq Capital Market, and we use the standards of “independence” prescribed by rules set forth by Nasdaq. Under Nasdaq rules, a majority of a listed company’s board of directors must be comprised of independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit committee and compensation committee be independent and satisfy additional independence criteria set forth in Rules 10A-3 and 10C-1, respectively, under the Exchange Act. Under the applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of our board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board determined that each of Dr. Huh, Dr. Prudo, Mr. Bazemore, Mr. Neal, Mr. Patel, and Dr. Patel are independent as defined under applicable rules of the Nasdaq, and, in the case of all members of the audit and compensation committees, the independence requirements contemplated by Rule 10A-3 and Rule 10C-1 under the Exchange Act. As Mr. Gaslightwala is our President and Chief Executive Officer, he is not independent.

103

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 22, 2026 (except as otherwise indicated below), information we know about the beneficial ownership of our ordinary shares by:

	●	each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Exchange Act, who is known by us to own beneficially more than 5% of the issued and outstanding shares of our ordinary shares;

	●	each of our current directors and director nominees;

	●	each of our NEOs, as set forth in the Summary Executive Compensation Table set forth in Item 11 of this Form 10-K;

	●	all of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information in the table below is not necessarily indicative of beneficial ownership for any other purpose. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. In computing the percentage ownership of each person, ordinary shares subject to options, warrants, or rights held by that person that are currently exercisable, or exercisable within 60 days after January 22, 2026, are deemed to be outstanding and beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

To our knowledge and except as indicated in the notes to this table and pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such shareholders’ name. The percentage of ownership is based on 91,567,009,533 ordinary shares issued and outstanding on January 22, 2026. All fractional share amounts have been rounded to the nearest whole number. To our knowledge, except as noted below, no person or entity is the beneficial owner of more than 5% of the voting power of our ordinary shares.

		Number of				Percentage of
		Ordinary Shares				Ordinary Shares
		Beneficially

Filing Compare · Akari Therapeutics Plc