Akari Therapeutics (AKTX) Proxy Filing summary

Executive summary

• A general meeting is scheduled for March 2, 2026, to vote on five resolutions related to the exercisability of various warrants and the issuance of underlying shares, all in compliance with Nasdaq Listing Rules 5635(c) and 5635(d).

• The warrants were issued in connection with a registered direct offering, a private placement, and a note exchange that closed in December 2025 and January 2026.

• Approval of these proposals is required for the company to realize up to $8.9 million in potential gross proceeds from warrant exercises.

• Failure to approve would prevent the exercise of these warrants and could result in additional costs and repeated shareholder meetings.

Voting matters and shareholder proposals

• Five ordinary resolutions seek approval for the exercisability of Series G, Pre-Funded, Note Exchange, and Placement Agent Warrants, and the issuance of shares upon exercise.

• All resolutions are recommended by the board and require a majority vote, with abstentions and broker non-votes not affecting the outcome.

• Shareholders and ADS holders have detailed instructions for voting, including deadlines and proxy procedures.

• Shareholders representing at least 5% of shares can call a general meeting or propose resolutions for the 2026 AGM.

Board of directors and corporate governance

• The board unanimously recommends voting in favor of all resolutions, stating they are in the best interests of the company and shareholders.

• The board is responsible for calling meetings and ensuring compliance with UK Companies Act and Nasdaq rules.