Form 8-K

8-K — Akari Therapeutics Plc

Accession: 0001493152-26-045364

Filed: 2026-10-01

Period: 2026-09-29

CIK: 0001541157

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001541157

2026-09-29

0001541157

AKTX:AmericanDepositarySharesEachRepresenting80000OrdinarySharesMember

2026-09-29

0001541157

AKTX:OrdinarySharesParValue0.000000005PerShareMember

2026-09-29

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 29, 2026

Akari

Therapeutics, Plc

(Exact

Name of Registrant as Specified in Charter)

England

and Wales

001-36288

98-1034922

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

401

East Jackson Street, Suite 3300

Tampa,

FL 33602

(Address,

including zip code, of Principal Executive Offices)

Registrant’s

telephone number, including area code: (929) 274-7510

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol(s)

Name

of each exchange on which registered

American

Depositary Shares, each representing 80,000 Ordinary Shares

AKTX

The

Nasdaq Capital Market

Ordinary

Shares, par value $0.000000005 per share*

*Trading,

but only in connection with the American Depositary Shares.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

September 29, 2026, Akari Therapeutics, Plc (the “Company”), entered into an amendment (the “CEO Agreement

Amendment”), to its Chief Executive Officer Agreement, dated as of March 14, 2025, with Abizer Gaslightwala, the Company’s

Chief Executive Officer (the “CEO Agreement”), which amended the CEO Agreement to provide for the following:

●

increase in Mr. Gaslightwala’s annual base salary from $475,000 to $625,000, effective as of August 18, 2026, of which 10%,

or $62,500 in the aggregate, will be delivered in the form of restricted stock units under the Company’s 2023 Equity Incentive

Plan (the “2023 Plan”) in lieu of cash during the 12-month period beginning August 18, 2026, which RSU were granted

on the date of the CEO Agreement Amendment, valued based on fair market value on the grant date and will vest in four equal quarterly

installments on November 18, 2026, February 18, 2027, May 18, 2027 and August 18, 2027, subject to (i) adjustment for any installment

scheduled to vest before the grant date and (ii) approval by the Company’s shareholders of an amendment to the 2023 Plan to

increase the number of the Company’s American Depositary Shares (“ADSs”) reserved for issuance thereunder;

provided that if such shareholder approval is not obtained, the RSUs will be foreited and cancelled, and the Company will make

adjustment payments to ensure that Mr. Gaslightwala receives his full base salary for the applicable period.

●

increase in Mr. Gaslightwala’s target annual bonus opportunity from 50% of base salary to 55% of base salary, resulting in

target annual base salary and bonus compensation of approximately $970,000; and

●

grant of options to purchase 174,000 ADSs under the 2023 Plan as of August 18, 2026, vesting in equal monthly installments

over four years, with vesting deemed to have commenced on March 18, 2026, subject to approval by the Company’s shareholders

of an amendment to the 2023 Plan to increase the number of ADSs reserved for issuance thereunder.

The

foregoing description of the CEO Agreement Amendment is only a summary and is qualified in its entirety by the full text of the CEO Agreement

Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1†

Amendment

to Chief Executive Officer Agreement, dated as of September 29, 2026, by and between the Company and Abizer Gaslightwala.

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

†

Indicates

management contract or compensatory arrangement.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Akari

Therapeutics, Plc

Date:

October 1, 2026

By:

/s/

Kameel Farag

Kameel

Farag

Interim

Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

TO EMPLOYMENT AGREEMENT

This

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of September 29, 2026, by and between

Akari Therapeutics, Plc (the “Company”) and you, Abizer Gaslightwala (individually, a “Party,”

and collectively, the “Parties”).

RECITALS

WHEREAS,

the Parties entered into that certain letter agreement dated March 14, 2025 (the “Agreement”); and

WHEREAS,

the Parties wish to modify the Agreement by offering Employee additional compensation and benefits; and

NOW,

THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the Parties, intending

to be legally bound, hereby agree as follows:

1. Amendment

to Section 4, Compensation and Related Matters.

(a) Section

4(a) of the Agreement is deleted in its entirety and replaced with the following:

Base

Salary: Effective August 18, 2026, the Company will pay you an annual base salary of $625,000, payable in accordance with the Company’s

standard payroll schedule and subject to applicable deductions and withholdings, and subject to periodic review and adjustment at the

Company’s discretion (“Base Salary”). Notwithstanding the foregoing, pursuant to your voluntary election described

in Section 5(c), during the 12-month period beginning August 18, 2026, $562,500 of your Base Salary will be paid in cash and $62,500

will be delivered in the form of RSUs in accordance with Section 5(c). For the avoidance of doubt, your Base Salary during such period

shall remain $625,000 for all purposes under the Agreement, including the calculation of your Annual Bonus and any severance payments

or benefits.

(b) Section

4(b) of the Agreement is deleted in its entirety and replaced with the following:

Annual

Bonus: Effective August 18, 2026, your annual target bonus opportunity shall be equal to 55% of Base Salary, based on the achievement

of performance goals established between you and the Board. For the avoidance of doubt, your target bonus opportunity shall be calculated

using the full Base Salary of $625,000, without reduction for the portion of Base Salary delivered in RSUs pursuant to Section 5(c).

2. Amendments

to Section 5, Equity Award. Section 5 of the Agreement is deleted in its entirety, retitled “Equity,” and

replaced with the following:

(a) Initial

Equity Award. Subject to approval of the Board and your continued employment on the date

of grant or issuance, the Company will grant you an option (with 25% vesting on the 12 month

anniversary of the Grant Date, and the remainder vesting ratably on a monthly basis over

the then remaining 36 months from the Grant Date, so that it will be fully vested on the

fourth anniversary of the Grant Date) to purchase 1,100,000 American Depositary Shares (“ADS”)

in the Company (the “Time-based Option”). In addition, the Company will

grant you an option (with performance-based vesting) to purchase 600,000 ADS in the Company

(the “Performance-based Option”). For the Performance-based Option to

vest, the Company must achieve at least one of the following criteria: either (a) closing

of a Qualified Financing of at least $15,000,000 on or before December 31, 2025, or (b) closing

of an ADC-focused license transaction, with a minimum upfront payment of $10,000,000, on

or before December 31, 2025, If neither of these criteria are met by December 31, 2025 the

Performance-based Option will expire. Both the Time-based Option and the Performance-based

Option shall be made from a shareholder-approved Company equity grant plan. The Options will

be subject to the standard terms and conditions of the Akari Therapeutics Plc 2023 Equity

Incentive Plan (the “2023 Plan”) and the applicable equity award agreement

(the “Equity Documents”). In the event of any conflict, any shares or

options shall be governed by the terms of the Equity Documents.

(b) Supplemental

Equity Award. In recognition of your service from March 18, 2026 through August 18, 2026

and subject to the terms of this subsection, effective as of August 18, 2026, the Company

grants you an option under the 2023 Plan to purchase 174,000 ADS (the “Additional

Option”). The Additional Option shall vest in equal monthly installments over four

years, with vesting deemed to have commenced on March 18, 2026 (the “Vesting Commencement

Date”), subject to your continued service through each applicable vesting date.

Notwithstanding the foregoing, any portion of the Additional Option that otherwise would

have vested from the Vesting Commencement Date through the date on which the Company’s

shareholders approve an amendment to the 2023 Plan increasing the number of ADSs reserved

for issuance thereunder in an amount sufficient to cover the Additional Option (the “Plan

Amendment Condition”) shall not vest unless and until the Plan Amendment Condition

is satisfied, and failure of the Plan Amendment Condition to be satisfied will result in

forfeiture and cancellation of the Additional Option, in accordance with applicable Nasdaq

rules and the terms of the 2023 Plan. The Additional Option shall otherwise be subject to

the terms of the 2023 Plan and the Equity Documents.

Salary to RSU Conversion Election. You have voluntarily elected to receive ten percent

of your annual Base Salary ($62,500) for the 12-month period beginning August 18, 2026 in

the form of restricted stock units (“RSUs”) under the 2023 Plan. The RSUs

shall be granted on the date this Amendment is executed (“Grant Date”)

and valued based on fair market value, as defined in the 2023 Plan, on the Grant Date. The

RSUs shall vest in four equal quarterly installments on November 18, 2026, February 18, 2027,

May 18, 2027, and August 18, 2027; provided that any installment scheduled to vest before

the Grant Date shall vest on the Grant Date. Notwithstanding the foregoing, failure to satisfy

the Plan Amendment Condition shall result in forfeiture and cancellation of such RSUs, in

accordance with applicable Nasdaq rules. In the event such RSUs are forfeited and cancelled,

your Base Salary will be adjusted as set forth in Section 4(a), and the Company will make

adjustment payments to ensure that you receive the full Base Salary for the applicable period.

3. Continuing

Effect. Except as expressly amended by this Amendment, the Agreement shall remain unchanged and in full force and effect. If

there is any conflict between this Amendment and the Agreement, this Amendment shall control.

4. Entire

Amendment. This Amendment and the Agreement constitute the entire understanding of the Parties concerning the subject matter

hereof.

[Signature

page follows]

WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

AKARI

THERAPEUTICS, PLC

By:

/s/

Kameel Farag

Name:

Kameel

D. Farag

Title:

Chief

Financial Officer

Date:

September

29, 2026

ABIZER

GASLIGHTWALA

/s/

Abizer Gaslightwala

Date:

September

29, 2026

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Sep. 29, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 29, 2026

Entity File Number

001-36288

Entity Registrant Name

Akari

Therapeutics, Plc

Entity Central Index Key

0001541157

Entity Tax Identification Number

98-1034922

Entity Incorporation, State or Country Code

Entity Address, Address Line One

401

East Jackson Street

Entity Address, Address Line Two

Suite 3300

Entity Address, City or Town

Tampa

Entity Address, State or Province

Entity Address, Postal Zip Code

33602

City Area Code

(929)

Local Phone Number

274-7510

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

American Depositary Shares, each representing 80,000 Ordinary Shares

Title of 12(b) Security

American

Depositary Shares, each representing 80,000 Ordinary Shares

Trading Symbol

AKTX

Security Exchange Name

NASDAQ

Ordinary Shares, par value $0.000000005 per share*

Title of 12(b) Security

Ordinary

Shares, par value $0.000000005 per share*

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=AKTX_AmericanDepositarySharesEachRepresenting80000OrdinarySharesMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=AKTX_OrdinarySharesParValue0.000000005PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: