Akari Therapeutics, Plc (NasdaqCM:AKTX) entered into a definitive agreement to acquire Peak Bio, Inc. (OTCPK:PKBO) on March 4, 2024. The Exchange Ratio will be calculated such that the total number of shares of Akari ADSs to be issued as merger consideration for the Peak Common Stock will be expected to be, upon issuance, approximately 50% of the outstanding shares of Akari American Depositary Shares. The Merger Agreement provides that, under certain circumstances, additional Akari ADSs may be issued to the holders of shares of Peak Common Stock following the consummation of the Merger equal to an exchange ratio calculated in accordance with the Merger Agreement. The Merger Agreement also provides that under certain specified circumstances of termination, Akari or Peak Bio, as applicable, will be required to pay a termination fee equal to $300,000 and reimburse the other party for expenses related to the transaction up to $1.5 million.

Consummation of the Merger is subject to various conditions, including, among others, (i) approval of the Merger Agreement and Merger by Peak Bio stockholders, (ii) Akari?s shareholders authorizing Akari?s board of directors to allot all Akari ordinary shares to be issued in connection with the Merger, (iii) the absence of any law or order prohibiting consummation of the Merger, (iv) Akari?s Registration Statement on Form S-4 (to be issued in connection with the Merger) having been declared effective, (v) the Akari ADSs issuable to Peak Bio stockholders having been authorized for listing on Nasdaq, (vi) accuracy of the other party?s representations and warranties, (vii) compliance by the other party in all material respects with such other party?s obligations under the Merger Agreement; (viii) the absence of a material adverse effect on the other party, (ix) the other party?s net cash being greater than negative $13,500,000 and (x) the PIPE Investment shall have been consummated simultaneously with, and conditioned only upon, the occurrence of the closing, and shall result in net proceeds to Akari of at least $10,000,000. The board of directors of each of Akari and Peak has unanimously approved the Merger Agreement and the transactions contemplated thereby. The transaction is expected to close late in the second quarter of 2024. Rachael Bushey, Jennifer Porter and Laura Gulick of Goodwin Procter LLP is serving as legal advisor to Akari and Andrew P. Gilbert, Scott A. Cowan and Jeffrey Scharfstein of DLA Piper LLP is serving as legal advisor to Peak Bio.