Akari Therapeutics PLC ADR 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________Commission File Number 001-36288 Akari Therapeutics, Plc(Exact name of registrant as specified in its charter) 98-1034922(I.R.S. EmployerIdentification No.) England and Wales(State or other jurisdiction ofincorporation or organization)401 East Jackson Street, Suite 3300Tampa, FL(Address of principal executive offices) 33602(Zip Code) Registrant’s telephone number, including area code: (929) 274-7510 Securities registered pursuant to Section 12(b) of the Act: *Trading, but only in connection with the American Depository Shares. Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the Registrant’sAmerican Depository Shares, as reported on the Nasdaq Capital Market on June 30, 2025, was $15.0 million. The number of shares of Registrant’s Ordinary Shares outstanding as of March 1, 2026 was 91,567,009,533. None. TABLE OF CONTENTS PagePART I3Item 1.Business3Item 1A.Risk Factors27Item 1B.Unresolved Staff Comments61Item 1C.Cybersecurity61Item 2.Properties61Item 3.Legal Proceedings61Item 4.Mine Safety Disclosures61PART II62Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities62Item 6.[Reserved]64Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations64Item 7A.Quantitative and Qualitative Disclosures About Market Risk80Item 8.Financial Statements and Supplementary Data80Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures80Item 9A.Controls and Procedures80Item 9B.Other Information82Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections82PART III82Item 10.Directors, Executive Officers, and Corporate Governance82Item 11.Executive Compensation86Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93Item 13.Certain Relationships and Related Transactions, and Director Independence96Item 14.Principal Accounting Fees and Services100PART IV101Item 15.Exhibits, Financial Statement Schedules101Item 16.Form 10-K Summary101Signatures106 GENE