Akari Therapeutics, Plc announced that it has entered into a definitive agreement to issue unregistered American Depository Shares each representing 2,000 of the company's ordinary shares at an issue price of lower of $1.57, which is 70% of the official closing price on the Nasdaq on March 4, 2024, or 70% of the volume-weighted average price of the ADSs on Nasdaq for the 15 calendar days following the announcement of definitive merger agreement for the gross proceeds of $1,615,000 on March 11, 2024. This private placement is anticipated to close around March 21, 2024, contingent upon the fulfillment of standard closing conditions. The company has also agreed to pay Paulson Investment Company, LLC a cash fee equal to 10% of the aggregate purchase price for the ADSs sold, in addition to issuing Paulson warrants exercisable to purchase 10% of the total number of ADSs placed in the private placement.

These warrants will be valid for five years from the pricing of the private placement, include cashless exercise provisions, and have an exercise price of 125% of the offering price per ADS in the private placement. he securities to be issued under the Purchase Agreement are being offered based on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D.