AKTX 8-K filed 2025 · insiderdelta

Item
5.07. Submission of Matters to a Vote of Security Holders.

On
December 15, 2025 Akari Therapeutics, Plc (the “Company”) held a general meeting of shareholders of the Company
(the “Special General Meeting”). Proxies were solicited pursuant to the definitive proxy statement on Schedule 14A
filed on November 17, 2025. At the close of business on the record date for the Special General Meeting, the number of ordinary shares
entitled to vote at the Special General Meeting was 71,479,461,523. The number of ordinary shares present or represented by valid proxy
at the Special General Meeting established a quorum for the Special General Meeting. The Special General Meeting duly proceeded in accordance
with the provisions of the articles of association of the Company, then in effect, and all matters submitted to a vote of the Company’s
shareholders at the Special General Meeting were approved.

The
voting results below are final and reported in ordinary shares.

Ordinary
Resolution

For

Against

Abstain

Broker
Non-Votes

To
approve, in accordance with Nasdaq Listing Rule 5635(d), the exercisability of certain warrants
and the issuance of the ordinary shares underlying
such warrants, which warrants were issued in connection with an offering of securities of
the Company that occurred on October 14, 2025.

30,350,013,660

141,288,000

7,428,489

–

That,
in accordance with section 618 of the U.K. Companies Act 2006 (the “Companies Act”),
and subject to and conditional upon the passing of Resolutions 3, 4, 5 and 6, each of the
ordinary shares of USD 0.0001 in the capital of the Company be sub-divided and, as applicable,
re-designated into one Ordinary Share of USD 0.000000005 each and 19,999 deferred shares
of USD 0.000000005 each (the
“Deferred Shares”), such shares having the rights and being subject to the restrictions
as set out in the New Articles.

30,390,833,660

90,036,000

17,860,489

–

That
subject to and conditional upon the passing of Resolutions 2, 4, 5 and 6, and in accordance
with section 551 of the Companies
Act, the Company’s directors or any duly authorised committee of the directors be generally
and unconditionally authorised to allot shares in the Company and to grant rights to subscribe
for or to convert any security into shares in the Company up to an aggregate nominal amount
of USD 3,000 for a period expiring on June 30, 2030 (unless otherwise renewed, varied or
revoked by the Company at a general meeting), save that the Company may, before such expiry,
make offers or agreements which would or might require such shares to be allotted or such
rights to be granted after such expiry and the directors may allot such shares or grant such
rights in pursuance of such offers or agreements notwithstanding that the authority conferred
by this resolution has expired; and this resolution revokes and replaces all unexercised
authorities previously granted to the directors to allot shares or grant rights to subscribe
for or convert any security into shares, but without prejudice to any allotment of shares
or grant of rights already made, offered or agreed to be made pursuant to such authorities.

30,033,193,660

457,958,000

7,578,489

–

That
subject to and conditional upon the passing of Resolutions 2, 3, 5 and 6, the share buyback
contract in the form produced to the Meeting, to be entered into between the Company and
each of the shareholders (in their capacity as holders of Deferred Shares) for the purchase
by the Company of all the Deferred Shares, be approved and its terms authorized for the purposes
of section 694 of the Companies Act, but so that the approval and authority expire on December
15, 2026.

30,228,535,660

202,266,000

7,928,489

–

Special
Resolution

For

Against

Abstain

Broker
Non-Votes

That
subject to and conditional upon the passing of Resolutions 2, 3, 4, and 6, in accordance
with section 570 of the Companies
Act, the directors of the Company (or any duly authorised committee of the directors of the
Company) be generally and unconditionally empowered to allot equity securities (as defined
in section 560 of the Companies Act) for cash pursuant to the authorisation conferred on
them as if section 561 of the Companies Act and any pre-emption provisions in the Articles
(or howsoever otherwise arising) did not apply to the allotment for a period expiring (unless
previously renewed, varied or revoked by the Company prior to or on that date) five years
after the date on which this resolution is passed save that the Company may, before such
expiry, make an offer or agreement which would or might require shares to be allotted after
such expiry and the directors may allot shares in pursuance of any such offer or agreement
notwithstanding that the power conferred by this resolution has expired.

30,023,521,660

467,680,000

7,528,489

–

That
subject to and conditional upon the passing of Resolutions 2, 3, 4 and 5, the draft New
Articles be adopted as the articles of association in substitution for, and to the exclusion
of the Company’s existing

articles
of association.

30,253,879,660

235,416,000

9,434,489

–
AKTX Akari Therapeutics PLC - 8-K

Item 5.07 - Submission of Matters to a Vote of Security Holders

Item 9.01 - Financial Statements and Exhibits
