The information in this joint proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

Akari Therapeutics, Plc

Registered office: Highdown House

Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom

Incorporated in England & Wales with registered no. 05252842

[●], 2024

Dear Akari Therapeutics, Plc Shareholder:

This letter, the notice of the general meeting (the “Akari General Meeting”) set out in this document (the “Notice”) and associated materials for the Akari General Meeting are being sent or supplied those members who are registered as a holder of ordinary shares in the register of members of Akari Therapeutics, Plc (“Akari”) as of [●], 2024. However, this letter, the Notice and associated materials will also be available to holders of Akari American Depositary Shares (“Akari ADSs”) and contain information relevant to holders of Akari ADSs.

As previously announced, on March 4, 2024, Akari entered into an Agreement and Plan of Merger, as amended by that certain side letter dated August 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), with Peak Bio, Inc. (“Peak Bio”) and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Akari (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Peak Bio (the “Merger”), with Peak Bio surviving the Merger as a wholly owned subsidiary of Akari.

Akari ADSs are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AKTX.” Shares of Peak Bio Common Stock are listed on the OTC Pink Open Market (“OTC”) under the symbol “PKBO.”

The Merger is conditioned upon, among other things, the affirmative vote of a majority of the votes cast by shareholders of issued Akari Ordinary Shares present and entitled to vote at the Akari General Meeting (a) authorizing the Akari Board of Directors (the “Akari Board”) (or a duly authorized committee thereof) to allot up to 148,690,337,426 Akari Ordinary Shares to be issued as the corresponding number of Akari ADSs in connection with the Merger, which represents the maximum number of shares that may be issued under the terms of the Merger Agreement or subject to the Peak Bio options and warrants assumed in the Merger, though the expected number of shares is less and more fully described in the accompanying Joint Proxy Statement/Prospectus, (b) approving the issuance of Akari Ordinary Shares to be represented by Akari ADSs in connection with the Merger and (c) approving the appointment of Hoyoung Huh, M.D., Ph.D. as the non-executive chairman of the Akari Board, contingent upon and effective as of the effective time of the Merger.

Action to be taken by holders of Akari Ordinary Shares

If you are a holder of Akari ADSs, please ignore this section and refer instead to the section below - “Holders of Akari ADSs.”

If you are a holder of Akari Ordinary Shares and are planning to attend the Akari General Meeting in person (or by way of corporate representative) it would be helpful if you could inform Akari’s Company Secretary, by calling +1 (929) 274-7511. Banks, brokerage firms and other nominees may also call +1 (929) 274-7511.

Should you elect to convert your holding of Akari Ordinary Shares into Akari ADSs before the Akari General Meeting, you will cease to be a holder of Akari Ordinary Shares in your own name and will not be entitled to vote at the Akari General Meeting as a holder of Akari Ordinary Shares. You will also not be able to use the form of proxy that has been sent to you. However, you may be able to exercise your vote as a holder of Akari ADSs representing Akari Ordinary Shares - please refer to the next section – “Holders of Akari ADSs”.

Holders of Akari ADSs

Contact for Holders of Akari ADSs

If you have queries about how you can deliver voting instructions, please contact Deutsche Bank c/o Equiniti Trust Company by telephone: +1 (866) 249-2593 (toll free within the United States) or +1 (718) 921-8137 (for international callers) or by email at adr@equiniti.com or by mail at Deutsche Bank Trust Company Americas, c/o Equiniti Trust Company, Peck Slip Station PO Box 2050 New York, NY 10272-2050.

Contact at Akari

If at any point you have any queries, please contact Akari’s Company Secretary, by calling +1 (929) 274-7511 .

Your vote is very important, regardless of the number of shares of Akari Ordinary Shares or Akari ADSs you own. Whether or not you expect to attend the Akari General Meeting in person, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Akari General Meeting.

THE AKARI BOARD HAS UNANIMOUSLY (I) DETERMINED THAT THE TERMS OF THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF AKARI AND ITS SHAREHOLDERS AS A WHOLE; (II) APPROVED, ADOPTED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT; (III) RESOLVED, SUBJECT TO THE TERMS OF THE MERGER AGREEMENT, TO RECOMMEND THAT AKARI SHAREHOLDERS APPROVE (A) THE AUTHORIZATION OF THE AKARI BOARD TO ALLOT UP TO 148,690,337,426 AKARI ORDINARY SHARES (TO BE REPRESENTED BY AKARI ADSs) TO BE ISSUED IN CONNECTION WITH THE MERGER OR SUBJECT TO THE PEAK BIO OPTIONS AND WARRANTS ASSUMED IN THE MERGER, (B) THE ISSUANCE OF AKARI ORDINARY SHARES REPRESENTED BY AKARI ADSs AND (C) THE APPOINTMENT OF HOYOUNG HUH, M.D., PH.D. AS THE NON-EXECUTIVE CHAIRMAN OF THE AKARI BOARD, CONTINGENT UPON AND EFFECTIVE AS OF THE EFFECTIVE TIME; AND (IV) DIRECTED THAT SUCH PROPOSALS BE SUBMITTED TO AKARI SHAREHOLDERS FOR APPROVAL AT A MEETING OF AKARI SHAREHOLDERS DULY CALLED AND HELD FOR SUCH PURPOSES. THE AKARI BOARD MADE ITS DETERMINATION AFTER CONSIDERING A NUMBER OF REASONS MORE FULLY DESCRIBED IN THIS JOINT PROXY STATEMENT/PROSPECTUS.

THE AKARI BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZATION OF THE AKARI BOARD (OR A DULY AUTHORIZED COMMITTEE THEREOF) TO ALLOT UP TO 148,690,337,426 AKARI ORDINARY SHARES (TO BE REPRESENTED BY AKARI ADSs) TO BE ISSUED IN CONNECTION WITH THE MERGER OR SUBJECT TO THE PEAK BIO OPTIONS AND WARRANTS ASSUMED IN THE MERGER, “FOR” THE APPROVAL OF THE ISSUANCE OF AKARI ORDINARY SHARES (AND ACCORDINGLY, AKARI ADSs) TO BE ISSUED IN CONNECTION WITH THE MERGER, “FOR” THE APPOINTMENT OF HOYOUNG HUH, M.D., PH.D. AS THE NON-EXECUTIVE CHAIRMAN OF THE AKARI BOARD AND “FOR” THE OTHER PROPOSALS PROPOSED BY THE AKARI BOARD AND INCLUDED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

For a discussion of risk factors that you should consider in evaluating the transaction, see the section of the accompanying joint proxy statement/prospectus titled, “Risk Factors.”

We urge you to read this joint proxy statement/prospectus carefully and in its entirety.

Neither the Securities and Exchange Commission nor any state or provincial securities commission or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2024 and is first being mailed to Akari shareholders on or about [●], 2024.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorized under the Financial Services and Markets Act 2000 (as amended).

If you have recently sold or transferred all of your shares in AKARI THERAPEUTICS, PLC, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Akari Therapeutics, Plc

(Registered in England & Wales, No. 0525842)

Registered office:

Highdown House

Yeoman Way

Worthing

West Sussex

BN99 3HH

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders of Akari Therapeutics, plc:

Ordinary resolutions

1

Special resolution

Each of Proposals 1 through 5 will be proposed as an ordinary resolution that will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, a majority of the shares present at the Akari General Meeting in person or by proxy and voting on the proposal are voted in favor of the resolution. Proposal 6 is proposed as a special resolution that will be approved if assuming that a quorum is present (i) on a show of hands, at least 75% of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, at least 75% of the shares present at the Akari General Meeting in person or by proxy and voting on the proposal are voted in favor of the resolution. Abstentions and broker non-votes will be counted for the purpose of

determining the presence or absence of a quorum, but will not be counted for the purpose of determining the number of votes cast on a given proposal and therefore will not impact the outcomes of the items on the agenda.

2

Akari’s principal executive offices are located at 22 Boston Wharf Road FL 7, Boston, MA 02210. The registered office of Akari Therapeutics, Plc is at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom. Except as set out in this Notice, any communication with Akari in relation to the Akari General Meeting, should be sent to Akari’s registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA (“Equiniti Limited”). No other means of communication will be accepted. In particular, you may not use any electronic address provided within this notice or in any related documents to communicate with Akari except as expressly permitted.

You are reminded that you can update your preferences for communications by Akari at any time through www.shareview.co.uk. You can contact Equiniti Limited for assistance with the process on +44 (0)371 384 2030. There is no charge for this service. Akari encourages you to agree to the use of electronic communications as it will enable you to receive information quicker and reduce Akari’s costs and environmental impact.

The results of any polls taken on the resolutions at the Akari General Meeting and any other information required by the Companies Act 2006 will be made available on the Akari’s website (https://www.akaritx.com/) as soon as reasonably practicable following the Akari General Meeting and for the required period thereafter.

Your vote is important. The affirmative vote (on a show of hands or a poll) of shareholders present in person or by proxy in accordance with the requisite majority set forth in the accompanying joint proxy statement/prospectus is required for approval of the Proposals. We encourage you to read the joint proxy statement/prospectus carefully.

THE AKARI BOARD HAS DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, AKARI AND ITS SHAREHOLDERS AND HAS APPROVED EACH SUCH RESOLUTION. THE AKARI BOARD RECOMMENDS THAT AKARI SHAREHOLDERS VOTE “FOR” EACH SUCH RESOLUTION.

3

Notes

4

5

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

[●], 2024

To the Stockholders of Peak Bio, Inc.:

On March 4, 2024 Peak Bio, Inc. (“Peak Bio”), Akari Therapeutics, Plc (“Akari”) and Pegasus Merger Sub, Inc., a wholly owned subsidiary of Akari (“Merger Sub”), entered into an Agreement and Plan of Merger, as amended by that certain side letter dated August 15, 2024 (which, as it may be amended from time to time, we refer to as the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Peak Bio (the “Merger”) with Peak Bio surviving as a wholly owned subsidiary of Akari.

6

The Akari ADSs, each of which represents the right to receive 2,000 Akari Ordinary Shares, issued in connection with the Merger will be listed on the Nasdaq Capital Market (“Nasdaq”). Akari ADSs are traded on Nasdaq under the symbol “AKTX”. Shares of Peak Bio Common Stock are traded on OTC Pink Open Market under the symbol “PKBO”. We encourage you to obtain current quotes for Akari ADSs and shares of Peak Bio Common Stock. The accompanying joint proxy statement/prospectus presents information on the basis of Akari ADSs, which are the securities issuable in connection with the Merger.

At the special meeting of Peak Bio stockholders (the “Peak Bio Special Meeting”), Peak Bio stockholders will be asked to consider and vote on (1) a proposal to adopt the Merger Agreement (the “Merger Proposal”) and (2) a proposal to approve the adjournment or postponement of the Peak Bio Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Peak Bio Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The board of directors of Peak Bio recommends that Peak Bio stockholders vote “FOR” the Merger Proposal and the Adjournment Proposal to be considered at the Peak Bio Special Meeting.

The accompanying joint proxy statement/prospectus provides you with important information about the Peak Bio Special Meeting, the Merger, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section of the accompanying joint proxy statement/prospectus, for a discussion of risks relevant to the Merger.

We look forward to the successful completion of the Merger.

Sincerely,

7

4900 Hopyard Road, Suite 100

Pleasanton, California 94588

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Peak Bio, Inc.:

The Peak Bio Special Meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Peak Bio Special Meeting online and to vote your shares electronically at the meeting by visiting https://www.cstproxy.com/peak-bio/2024 (the “Special Meeting Website”) to register and entering your control number included on your proxy card or on the instructions that accompanied your proxy materials.

The Peak Bio Special Meeting will be held for the following purposes:

The accompanying joint proxy statement/prospectus, including the Merger Agreement attached thereto as Annex A, contains further information with respect to these matters.

The Peak Bio board of directors (the “Peak Bio Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Peak Bio and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, (iii) subject to the terms and conditions of the Merger Agreement, resolved to recommend that the Peak Bio stockholders adopt the Merger Agreement and (iv) directed that the Merger Agreement and the transactions contemplated thereby be submitted to the Peak Bio stockholders for adoption. The Peak Bio Board recommends that Peak Bio stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

8

Your vote is very important, regardless of the number of shares of Peak Bio common stock you own. The parties cannot complete the transactions contemplated by the Merger Agreement, including the Merger, without approval of the Merger Proposal. Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Peak Bio common stock entitled to vote on the Merger Proposal.

If you have any questions about the Merger, please contact Peak Bio as indicated above.

If you have any questions about how to vote or direct a vote in respect of your shares of Peak Bio common stock, you may contact Peak Bio’s proxy solicitor, Advantage Proxy, Inc., toll-free at (877) 870-8565. Banks and brokers may call collect at (206) 870-8565.

9

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4, which constitutes a prospectus of Akari Therapeutics, Plc (“Akari”), under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “Joint Proxy Statement/Prospectus”), with respect to the Akari ordinary shares, par value $0.0001 per share (the “Akari Ordinary Shares”), certain of which are represented by Akari American Depositary Shares (“Akari ADSs”), and the Akari ADSs to be delivered pursuant to the Agreement and Plan of Merger, dated as of March 4, 2024, by and among Akari, Peak Bio, Inc. (“Peak Bio”) and Pegasus Merger Sub, Inc. (“Merger Sub”), as amended by that certain side letter dated August 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into Peak Bio (the “Merger”), with Peak Bio surviving the Merger as a wholly owned subsidiary of Akari.

Akari has supplied all information contained or incorporated by reference in this Joint Proxy Statement/Prospectus relating to Akari and Merger Sub, and Peak Bio has supplied all such information relating to Peak Bio. Akari and Peak Bio have both contributed to such information relating to the Merger.

You should rely only on the information contained or incorporated by reference into this Joint Proxy Statement/Prospectus. Neither Akari nor Peak Bio authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [●], 2024. You should not assume that the information contained in this document is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this document is accurate as of any date other than the date of such incorporated document. Neither the mailing of this Joint Proxy Statement/Prospectus to Akari shareholders nor the delivery by Akari of either Akari ADSs or Akari Ordinary Shares pursuant to the Merger Agreement will create any implication to the contrary.

10

This Joint Proxy Statement/Prospectus does not constitute a prospectus within the meaning of section 85 of the U.K. Financial Services and Markets Act 2000 (“FSMA”), and has not been drawn up in accordance with the Prospectus Regulation Rules published by the U.K. Financial Conduct Authority (“FCA”) and a copy has not, and will not be, approved or filed with the FCA. This Joint Proxy Statement/Prospectus does not constitute, and Akari is not making, an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA or otherwise.

REFERENCES TO ADDITIONAL INFORMATION

You may obtain additional copies of this Joint Proxy Statement/Prospectus or other publicly available information free of charge through the SEC’s website at www.sec.gov. You also can obtain these documents free of charge by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

In addition, you also may obtain additional copies of this Joint Proxy Statement/Prospectus free of charge by contacting Advantage Proxy, Inc., Peak Bio’s proxy solicitor, by calling toll free at (877) 870-8565. Banks, brokerage firms and other nominees may call collect at (206) 870-8565.

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TABLE OF CONTENTS

i

ii

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements and documents to which Akari and Peak Bio refer you in this Joint Proxy Statement/Prospectus as well as oral statements made or to be made by Akari and Peak Bio, contain assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements.” All statements included or incorporated by reference in this Joint Proxy Statement/Prospectus, other than statements that are historical facts, are forward-looking statements including, without limitation, statements related to (i) satisfaction of closing conditions to the Merger, prospective performance and opportunities with respect to Akari or Peak Bio, post-closing operations and the outlook for the companies’ businesses; (ii) Akari’s, Peak Bio’s or the combined company’s targets, plans, objectives or goals for future operations, including those related to Akari’s and Peak Bio’s product candidates, research and development, product candidate introductions and product candidate approvals as well as cooperation in relation thereto; (iii) projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures; and (iv) future economic performance, future actions and outcome of contingencies such as legal proceedings; and the assumptions underlying or relating to such statements. These forward-looking statements are made on the basis of the current beliefs, expectations, and assumptions of management are not guarantees of performance and are subject to significant risks and uncertainty and are subject to change at any time. In the event such risks or uncertainties materialize, Akari’s, Peak Bio’s and/or the combined company’s results could be materially adversely affected. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

1

All forward-looking statements attributable to Akari, Peak Bio or any person acting on their behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by applicable law, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SEE ALSO THE SECTION OF THIS JOINT PROXY STATEMENT/PROSPECTUS TITLED “RISK FACTORS.” EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR REGULATION, AKARI AND PEAK BIO UNDERTAKE NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS JOINT PROXY STATEMENT/PROSPECTUS OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

2

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions that you, as a Akari shareholder or Peak Bio stockholder, may have regarding the Merger, the Merger Agreement and the Akari General Meeting or Peak Bio Special Meeting, as applicable. These questions and answers may not address all questions that may be important to you as a Akari shareholder or Peak Bio stockholder. Please refer to the section of this Joint Proxy Statement/Prospectus titled “Summary” and the more detailed information contained elsewhere in this Joint Proxy Statement/Prospectus, the annexes to this Joint Proxy Statement/Prospectus and the documents referred to in this Joint Proxy Statement/Prospectus, which you should read carefully and in their entirety.

Questions Related to the Merger

3

4

Questions for Akari Shareholders

Akari intends to send this Joint Proxy Statement/Prospectus and the accompanying form of proxy on or about [●], 2024 to all holders of record of Akari Ordinary Shares as of [ ], 2024.

5

Whether or not you plan to attend the Akari General Meeting, we urge you to submit your proxy to ensure you count towards the quorum and your vote is counted. Please submit your proxy to Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA (see instructions on form of proxy).

6

Beneficial owners of ordinary shares which are registered in the name of a broker, bank or other agent

Holders of Akari ADSs

Contact for holders of Akari ADSs

If you have queries about how you can deliver voting instructions, please contact Deutsche Bank c/o Equiniti Trust Company by telephone: +1 (866) 249-2593 (toll free within the United States) or +1 (718) 921-8137 (for international callers) or by email at adr@equiniti.com or by mail at Deutsche Bank Trust Company Americas, c/o Equiniti Trust Company, Peck Slip Station PO Box 2050 New York, NY 10272-2050.

Contact at Akari

If at any point you have any queries, please contact Akari’s Company Secretary, by calling +1 (929) 274-7511.

Holders of Akari ADSs have the right, under the Deposit Agreement, dated as of December 7, 2012, among Akari (as successor-in-interest to Celsus Therapeutics plc), Deutsche Bank Trust Company Americas, as depositary, and all holders from time to time of Akari ADSs, as amended (the “Deposit Agreement”), to instruct the Depositary Bank to exercise the voting rights for the ordinary shares represented by a holder’s Akari ADSs.

7

If you are a holder of record of Akari Ordinary Shares, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Meeting. If you are a beneficial owner of ordinary shares held in an account at a brokerage firm, bank or other similar organization your shares will be counted towards the quorum if your broker or nominee submits a proxy for those shares and the proxy represents the holder at the Akari General Meeting. A member represented by a proxy at the Akari General Meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Akari General Meeting, but the member represented by that proxy at the Akari General Meeting will be counted towards the quorum requirement. If there is no quorum within half an hour from the time appointed for the Akari General Meeting, the Akari General Meeting will stand adjourned to the same day in the next week at the same time and place (or places), or to such other day and at such other time and place (or places) as the board of directors of Akari (the “Akari Board”) may determine , and, if a quorum is not present at the adjourned meeting, the number of members present in person or by proxy entitled to vote will have the power to decide upon all matters which could properly have been disposed of at the Akari General Meeting as originally convened.

Where the Depositary Bank submits votes on behalf of any holders of Akari ADSs, the number of ordinary shares represented by the Akari ADSs held by the relevant holders of Akari ADSs will count towards the quorum.

If your Akari Ordinary Shares are held in an account at your bank, brokerage firm or other nominee, please refer to the instructions provided to you by that organization to see which of the above choices are available to you. Please note that if you wish to attend and vote at the Akari General Meeting, you will need to obtain a “legal proxy” from your bank, brokerage firm or other nominee.

If you are a holder of record of Akari ADSs, you can return your executed Akari ADS proxy card to the Depositary Bank for tabulation. If you hold your Akari ADSs through a broker, bank or other organization, that organization can return the Akari ADS proxy card to the Depositary Bank following your instruction. The Depositary Bank will submit your votes to Akari’s registrar, Equiniti, for tabulation.

8

If you hold Akari ADSs, directly or through a broker, bank or other nominee, you must follow the instructions provided by Deutsche Bank or such broker, bank or other nominee if you wish to change your vote. The last instructions you submit prior to the deadline indicated by Deutsche Bank or the broker, bank or other nominee, as applicable, will be used to instruct Deutsche Bank how to vote your ADSs.

For holders of Akari ADSs, the Depositary Bank will fix the Akari ADS Record Date to determine the holders of Akari ADSs entitled to give instructions for the exercise of voting rights at the Akari General Meeting. Only holders of Akari ADSs at the close of business Eastern time on such Akari ADS Record Date are entitled to give such voting instructions.

If you properly sign your form of proxy but do not mark the boxes showing how your shares should be voted on a matter, the proxy may vote as he or she sees fit or abstain in relation to any business of the Akari General Meeting.

For the Share Issuance Proposal, you may vote “FOR,” “AGAINST” or “VOTE WITHHELD.” Votes will be counted by Equiniti, who will separately count “FOR” and “AGAINST” votes, and “VOTES WITHHELD” (or abstentions). Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

For the Chairman Appointment Proposal, you may vote “FOR,” “AGAINST” or “VOTE WITHHELD.” Votes will be counted by Equiniti, who will separately count “FOR” and “AGAINST” votes, and “VOTES WITHHELD” (or abstentions). Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

For the General Allotment Proposal, you may vote “FOR,” “AGAINST” or “VOTE WITHHELD.” Votes will be counted by Equiniti, who will separately count “FOR” and “AGAINST” votes, and “VOTES WITHHELD” (or abstentions). Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

For the Equity Plan Proposal, you may vote “FOR,” “AGAINST” or “VOTE WITHHELD.” Votes will be counted by Equiniti, who will separately count “FOR” and “AGAINST” votes, and “VOTES WITHHELD” (or abstentions). Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

9

For the Pre-emption Rights Proposal, you may vote “FOR,” “AGAINST” or “VOTE WITHHELD.” Votes will be counted by Equiniti, who will separately count “FOR” and “AGAINST” votes, and “VOTES WITHHELD” (or abstentions). Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

Equiniti has been engaged as Akari’s independent agent to tabulate shareholder votes. If you are a holder of record of Akari Ordinary Shares, you can directly submit your proxy to Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA (see instructions on form of proxy).

If you hold your Akari Ordinary Shares through a broker, your broker will directly submit your proxy to Equiniti.

If you are a holder of record of Akari ADSs, you can return your executed Akari ADS proxy card to the Depositary Bank for tabulation. If you hold your Akari ADSs through a broker, bank or other organization, that organization can return the Akari ADS proxy card to the Depositary Bank following your instruction. The Depositary Bank will submit your votes to Equiniti for tabulation.

Communications concerning ADS holder of record accounts can be handled by contacting Deutsche Bank c/o Equiniti Trust Company at tel: +1 (866) 249-2593 (toll free within the United States) or +1 (718) 921-8137 (for international callers) or by email: adr@equiniti.com or by mail at Deutsche Bank, Deutsche Bank Trust Company Americas, c/o Equiniti Trust Company, Peck Slip Station PO Box 2050 New York, NY 10272-2050.

10

If you hold your shares of Akari Ordinary Shares in your own name as the shareholder of record, you may submit a proxy to have your shares of Akari Ordinary Shares voted at the Akari General Meeting by submitting your proxy to Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA (see instructions on form of proxy). If you decide to attend the Akari General Meeting and vote in person, your vote at the Akari General Meeting will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

Questions for Peak Bio Stockholders

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Please see the discussion set forth in the section titled “Material U.S. Federal Income Tax Consequences” for a description of the material U.S. federal income tax consequences of the Merger. You should consult your own independent tax advisor concerning the U.S. federal income tax consequences to you of the Merger, as well as the applicable of state, local and foreign income and other tax laws, in light of your particular circumstances.

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For a more detailed discussion about Akari ordinary shares and Akari ADSs, see the sections of this Joint Proxy Statement/Prospectus titled “Description of Akari Ordinary Shares” and “Description of Akari ADSs.”

Peak Bio stockholders should consult their tax advisors as to the particular tax consequences to them of the transaction, including the effect of U.S. federal, state and local tax laws and foreign tax laws.

For a more complete description of the tax consequences of the Merger, see the section of this Joint Proxy Statement/Prospectus titled “Material U.S. Federal Income Tax Consequences.”

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Akari has agreed to use commercially reasonable efforts to cause the Akari ADSs to be issued in connection with the Merger to be approved and such other Akari Ordinary Shares to be reserved for issuance in the Merger to be authorized for listing on Nasdaq, subject to the official notice of issuance, prior to the Effective Time.

There can be no guarantee, however, that the Akari ADSs will be authorized for listing on Nasdaq and, if listed, there is no assurance that the Akari ADSs will continue to satisfy the listing requirements of Nasdaq or that a trading market in the Akari ADSs will develop or exist at any time. Furthermore, no prediction can be made regarding the liquidity of any such market or the prices at which the Akari ADSs may trade at any point in time.

Peak Bio’s amended and restated by-laws (“Peak Bio by-laws”) provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Peak Bio Special Meeting.

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If your shares of Peak Bio Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of the shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the Peak Bio Special Meeting online. Because a beneficial owner is not a stockholder of record, you may not vote your shares at the Peak Bio Special Meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Peak Bio Special Meeting.

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If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

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General Questions for both Akari Shareholders and Peak Bio Stockholders

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If, as of the Akari Ordinary Share Record Date or the Peak Bio Record Date, your Akari Ordinary Shares or shares of Peak Bio Common Stock, respectively, were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of shares, these proxy materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder or stockholder of record, as applicable, for purposes of voting at the Akari General Meeting or Peak Bio Special Meeting, as applicable, by proxy. You are encouraged to provide voting instructions to your broker or other agent so that they may submit a proxy.

If you are a holder of record of Akari ADSs on the Akari ADS Record Date, you can return your executed Akari ADS proxy card to the Depositary Bank for tabulation. If you hold Akari ADSs through a brokerage firm, bank or nominee on the Akari ADS Record Date the materials for holders of Akari ADSs, which include the Depositary Bank’s notice of the Akari General Meeting, the Akari General Meeting documentation, and the Akari ADS proxy card, will be sent to that organization. The organization holding your account is considered the Akari ADS holder of record. Please reach out to that organization to provide your voting instructions.

Banks, brokerage firms and other nominees who hold Akari ADSs or shares of Peak Bio Common Stock, as applicable, in street name for their customers are precluded from exercising their voting discretion with respect to non-routine matters, such as the Merger Proposal and the Adjournment Proposal. Additionally, for Akari Ordinary Shares that are held in an account at a brokerage firm, bank or other similar organization, the shareholder of record is considered such brokerage firm, bank or other similar organization. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares (referred to as a broker non-vote). For Akari shareholders, broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution. For Peak stockholders, broker non-votes will be the same as a vote “AGAINST” the Merger Proposal and will not have an effect on the Adjournment Proposal.

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Akari Therapeutics, Plc,

Attention: Company Secretary

Highdown House, Yeoman Way, Worthing, West Sussex BN99 3HH

joe.carroll@akaritx.com

(929) 274-7511

If you are a Peak Bio stockholder and have additional questions about the Merger, need assistance in submitting your proxy or voting your shares of Peak Bio Common Stock, or need additional copies of this Joint Proxy Statement/Prospectus, you should contact:

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

ksmith@advantageproxy.com

(877) 870-8565 (toll free) (Individuals)

(206) 870-8565 (collect) (Banks and Brokers)

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SUMMARY

The following summary highlights selected information contained in this Joint Proxy Statement/Prospectus and does not contain all the information that may be important to you as an Akari shareholder or Peak Bio stockholder. Accordingly, you should read carefully this entire document, including the annexes, exhibits, and documents incorporated by reference herein, and the other documents referred to herein. Items in this summary include a page reference directing you to a more complete description of those items. This section is not intended to provide you with any factual information about Akari and Peak Bio. Such information can be found elsewhere in this Joint Proxy Statement/Prospectus and in the public filings Akari and Peak Bio makes with the SEC, as described in the section of this Joint Proxy Statement/Prospectus titled “Where You Can Find More Information.”

The Parties to the Merger (Page 156)

Akari

Akari is a biotechnology company focused on developing advanced therapies for autoimmune and inflammatory diseases involving the complement component 5 and leukotriene B4 pathways.

Akari’s principal executive offices are located at 22 Boston Wharf Road, FL 7, Boston, Massachusetts 02210, and its telephone number is (929) 274-7510.

Merger Sub

Merger Sub was formed by Akari solely in contemplation of the Merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into Peak Bio, with Peak Bio continuing as the surviving corporation and as a wholly owned direct subsidiary of Akari (the “Surviving Corporation”). Upon completion of the Merger, the separate existence of Merger Sub will cease to exist.

Merger Sub’s principal executive offices are located at 22 Boston Wharf Road, FL 7, Boston, Massachusetts 02210, and its telephone number is (929) 274-7510.

Peak Bio

Peak Bio, together with its wholly owned subsidiaries Peak Bio Co. Ltd and Peak Bio CA, Inc., is a clinical-stage biotechnology company focused on discovering, developing and delivering innovative therapies for multiple therapeutic areas. Peak Bio has established a portfolio of potential therapies focused on cancer and immunological diseases. Peak Bio’s pipeline includes the PH-1 ADC Platform for oncology, PHP-303 program for genetic disease, liver disease and inflammation, specifically for Alpha-1 antitrypsin deficiency (AATD) and acute respiratory distress syndrome (ARDS) including COVID-19. Prior to March 1, 2022, Peak Bio operated as pH Pharma Ltd, a Korean company. Peak Bio’s principal executive offices are located at 4900 Hopyard Road, Suite 100, Pleasanton CA 94588, and its telephone number is (925) 463-4800.

Risk Factors (Page 33)

The Merger is, and the combined company will be, subject to certain risks. You should carefully read and consider all of the risk factors discussed in the section of this Joint Proxy Statement/Prospectus titled “Risk Factors.”

Information About the Akari General Meeting (Page 130)

Time, Place and Purpose of the Akari General Meeting

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At the Akari General Meeting, Akari shareholders will be asked to approve the Merger Allotment Proposal, the Share Issuance Proposal, the Chairman Appointment Proposal, the General Allotment Proposal, the Equity Plan Proposal and the Pre-emption Rights Proposal.

Record Date and Quorum

For the purposes of the Akari General Meeting, a quorate meeting will be formed by two persons being present and between them holding (or being the proxy or corporative representative of the holders of) at least one-third (33 1/3%) of the outstanding issued Akari Ordinary Shares entitled to vote at the Akari General Meeting. If you are an Akari shareholder of record, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Akari General Meeting. If you are a beneficial owner of Akari Ordinary Shares held in an account at a brokerage firm, bank or other similar organization your shares will be counted towards the quorum if your broker or nominee submits a proxy for those shares and the proxy represents the holder at the Akari General Meeting. A member represented by a proxy at the Akari General Meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Akari General Meeting, but the member represented by that proxy at the Akari General Meeting will be counted towards the quorum requirement. If there is no quorum, the Akari General Meeting will stand adjourned to the same day in the next week at the same time and place, or to such time, date and place (or places), or to such other day and at such other time and place (or places) as the Akari Board may determine, and, if a quorum is not present at the adjourned meeting within fifteen minutes from the time appointed for the Akari General Meeting, one person entitled to be counted in a quorum present at the adjournment shall be a quorum.

Where the Depositary Bank submits votes on behalf of any holders of Akari ADSs, the number of ordinary shares represented by the Akari ADSs held by the relevant holders of Akari ADSs will count towards the quorum.

Vote Required

The Merger Allotment Proposal, Share Issuance Proposal, Chairman Appointment Proposal, General Allotment Proposal and the Equity Plan Proposal are each being proposed as ordinary resolutions. Assuming that

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a quorum is present, an ordinary resolution is passed if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, a majority of the shares present at the Akari General Meeting in person or by proxy and voting on the proposal are voted in favor of the resolution. The Pre-emption Rights Proposal is being proposed as a special resolution that will be approved if assuming that a quorum is present (i) on a show of hands, at least 75% of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, at least 75% of the shares present at the Akari General Meeting in person or by proxy and voting on the proposal are voted in favor of the resolution.

Proxies and Revocation

Information About the Peak Bio Special Meeting (Page 150)

Peak Bio has elected to hold the Peak Bio Special Meeting virtually. The Peak Bio Special Meeting will be held solely via live webcast and there will not be a physical meeting location. Peak Bio stockholders will be able to attend the Peak Bio Special Meeting online and vote their shares electronically by visiting https://www.cstproxy.com/peak-bio/2024 to register and entering the control number included on their proxy card, voting instruction form or notice included in their proxy materials.

Beneficial owners of shares held in street name will need to contact Continental to receive a control number. Beneficial owners who plan to vote at the Peak Bio Special Meeting will need to have a legal proxy from the bank or broker that holds their shares. Beneficial owners who would like to join the Peak Bio Special Meeting and not vote may contact Continental and provide their proof of ownership for a guest control number. Either way, beneficial owners must contact Continental for specific instructions on how to receive the control number. Continental can be contacted by telephone at (917) 262-2373 or by email at proxy@continentalstock.com. Please allow up to 72 hours prior to the Peak Bio Special Meeting the control number to be processed.

Please see the “Information About the Peak Bio Special Meeting” section of this Joint Proxy Statement/Prospectus for more details regarding the logistics of the virtual Peak Bio Special Meeting, including the ability of the Peak Bio stockholders to submit questions during the Peak Bio Special Meeting, and technical details and support related to accessing the virtual platform.

The purpose of the Peak Bio Special Meeting is to consider and vote on each of the following proposals, each of which is further described in this Joint Proxy Statement/Prospectus:

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A quorum of Peak Bio stockholders is necessary to conduct the Peak Bio Special Meeting. The presence, via visiting the Peak Bio Special Meeting Website to register and entering your control number included on your proxy card, voting instruction form or notice included in the proxy materials or by proxy, of the holders of a majority of the shares of Peak Bio Common Stock outstanding and entitled to vote at the Peak Bio Special Meeting will constitute a quorum. Shares of Peak Bio Common Stock represented at the Peak Bio Special Meeting by attendance via the Peak Bio Special Meeting Website or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Peak Bio Special Meeting are considered “non-routine” matters, shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Peak Bio Special Meeting. If a quorum is not present, the Peak Bio Special Meeting will be adjourned or postponed until the holders of the number of shares of Peak Bio Common Stock required to constitute a quorum attend.

The Merger and the Merger Agreement (Pages 156 and 202)

The terms and conditions of the Merger are contained in the Merger Agreement, as amended, a copy of which is attached as Annex A hereto. Akari and Peak Bio encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Merger.

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Peak Bio, with Peak Bio continuing as the Surviving Corporation and as a wholly owned indirect subsidiary of Akari.

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Akari Voting Agreements (Page 236)

Akari Supporting Holders have separately agreed, pursuant to their respective Akari Voting Agreement, among other things, to vote all Akari Covered Shares, beneficially owned and entitled to vote at any meeting of Akari’s shareholders, at which the approval of the Share Issuance Proposal is to be voted on, in accordance with the Akari Recommendation (as defined below). Each Akari Supporting Holder has also agreed not to transfer, or enter into an agreement to transfer, their Akari Covered Shares, with certain limited exceptions, prior to the earliest of receipt of the Akari Shareholder Approval, the Effective Time and such time as the Merger Agreement is validly terminated in accordance with its terms (such time, the “Akari Voting Agreement Expiration Time”).

See Annex B and the section of this Joint Proxy Statement/Prospectus titled “Akari Voting Agreements.”

Peak Voting Agreements (Page 236)

In connection with the Merger Agreement, Akari entered into voting and support agreements (the “Peak Bio Voting Agreements”) with certain stockholders of Peak Bio (the “Peak Bio Supporting Holders”). The Peak Bio Supporting Holders beneficially owned, in the aggregate, approximately 39.6% of the issued and outstanding shares of Peak Bio common stock (together with any additional shares of Peak Bio common stock that the such

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Peak Bio Supporting Holders have separately agreed, pursuant to their respective Peak Bio Voting Agreements, among other things, to vote all Peak Bio Covered Shares, beneficially owned and entitled to vote at any meeting of Peak Bio stockholders, at which the approval of the Merger Proposal or the Adjournment Proposal are to be voted on, in accordance with the Peak Bio Recommendation (as defined below). Each Peak Bio Supporting Holder has also agreed not to transfer, or enter into an agreement to transfer, their Peak Bio Covered Shares, with certain limited exceptions, prior to the earliest of the receipt of Peak Stockholder Approval, the Effective Time, and such time as the Merger Agreement is validly terminated in accordance with its terms (such time, “the “Peak Bio Voting Agreement Expiration Time”).

See Annex C and the section of this Joint Proxy Statement/Prospectus titled “Peak Bio Voting Agreements.”

Opinion of Akari’s Financial Advisor (Page 187)

On March 3, 2024, Locust Walk Securities LLC (“LW Securities”) rendered its oral opinion to the Akari Board (which was subsequently confirmed in writing by delivery of LW Securities’ written opinion dated the same date) to the effect that, based upon and subject to the assumptions, factors, qualifications and limitations set forth in the written opinion described herein, as of March 3, 2024, the Per Share Merger Consideration (as defined below) was fair, from a financial point of view, to the holders of Akari Ordinary Shares (including holders of Akari ADSs).

The full text of the written opinion of LW Securities, dated March 3, 2024, which sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by LW Securities in preparing its opinion, is attached as Annex D. The summary of LW Securities’ opinion contained in this Joint Proxy Statement/Prospectus is qualified in its entirety by reference to the full text of LW Securities’ written opinion. LW Securities’ opinion was prepared for the information and assistance of the Akari Board (in its capacity as such) in connection with, and for the purpose of, its consideration of the financial terms of the Merger. LW Securities’ opinion did not constitute a recommendation to the Akari Board as to whether or not to approve the Merger and does not constitute a recommendation to any other person as to how to vote with respect to the Merger or to take any other action with connection with the Merger or otherwise. Pursuant to an engagement letter between Akari and LW Securities, Akari paid LW Securities a fee of $250,000 for rendering its fairness opinion. The opinion fee was not contingent in whole or in part on the success of the Merger, or on the results of LW Securities’ evaluation and analysis or upon the conclusions reached in LW Securities’ opinion.

For more information, see the section of this Joint Proxy Statement/Prospectus titled “The Merger—Opinion of Akari’s Financial Advisor” and the full text of the written opinion of LW Securities attached as Annex D to this Joint Proxy Statement/Prospectus.

Opinion of Peak’s Financial Advisor (Page 181)

On March 1, 2024, River Corporate Advisors (“RCA”) rendered its oral opinion to the Peak Bio Board (which was subsequently confirmed in writing by delivery of RCA’s written opinion dated March 3, 2024) to the effect that, based upon and subject to the assumptions, factors, qualifications and limitations set forth in the written opinion described herein, as of March 3, 2024, the consideration to be received by Peak Bio’s stockholders in the merger is fair, from a financial point of view, to such stockholders.

The full text of the written opinion of RCA, dated March 3, 2024, which sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other maters considered by RCA

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in preparing its opinion, is attached as Annex E. The summary of RCA’s opinion contained in this Joint Proxy Statement/Prospectus is qualified in its entirety by reference to the full text of RCA’s written opinion. RCA’s opinion was prepared for the information and assistance of the Peak Bio Board (in its capacity as such) in connection with, and for the purpose of, its consideration of the financial terms of the Merger. RCA’s opinion did not constitute a recommendation to the Peak Bio Board as to whether or not to approve the Merger and does not constitute a recommendation to any other person as to how to vote with respect to the Merger or to take any other action with connection with the merger or otherwise. Pursuant to an engagement letter between Peak Bio and RCA, Peak Bio paid RCA a fee of $65,000 for rendering its fairness opinion. The opinion fee was not contingent in whole or in part on the success of the Merger, or on the results of RCA’s evaluation and analysis or upon the conclusions reached in RCA’s opinion.

For more information, see the section of this Joint Proxy Statement/Prospectus titled “The Merger—Opinion of Peak Bio’s Financial Advisor” and the full text of the written opinion of RCA attached as Annex E to this Joint Proxy Statement/Prospectus.

See Annex E and the section of this Joint Proxy Statement/Prospectus titled “The Merger-Opinion of Peak’s Financial Advisor.”

Recommendation of the Akari Board (Page 176)

The Akari Board unanimously recommends that you vote “FOR” the Merger Allotment Proposal, “FOR” the Share Issuance Proposal, “FOR” the Chairman Appointment Proposal, “FOR” the General Allotment Proposal, “FOR” the Equity Plan Proposal and “FOR” the Pre-emption Rights Proposal. For a description of factors considered by the Akari Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the authorization of the allotment and the share issuance, and additional information on the recommendation of the Akari Board, see the section of this Joint Proxy Statement/Prospectus titled “The Merger – Akari’s Reasons for the Merger; Recommendation of the Akari Board.”

Recommendation of the Peak Board (Page 172)

The Peak Bio Board unanimously recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. For a description of factors considered by the Peak Bio Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and additional information on the recommendation of the Peak Bio Board, see the section of this Joint Proxy Statement/Prospectus titled “The Merger – Peak Bio’s Reasons for the Merger; Recommendation of the Peak Bio Board that Peak Bio Stockholders Approve the Merger Proposal.”

Interests of Akari Directors and Executive Officers in the Merger (Page 245)

Akari’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Akari shareholders generally. For more information, see the section of this Joint Proxy Statement/Prospectus titled “Interests of Akari Directors and Executive Officers in the Merger.”

Interests of Peak Bio Directors and Executive Officers in the Merger (Page 249)

Peak Bio’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Peak Bio stockholders generally. For more information, see the section of this Joint Proxy Statement/Prospectus titled “Interests of Peak Bio Directors and Executive Officers in the Merger.”

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Governance Matters After the Merger (Page 199)

Pursuant to the Merger Agreement, the Akari Board will take all necessary corporate action so that, as of the Effective Time, the number of directors of the Akari Board will consist of seven (7) members, with three members designated by Akari, three members designated by Peak Bio (provided that, one such designee will be the non-executive chairman of the Akari Board) and one member designated by Akari and Peak Bio by mutual agreement. For more information, see the sections of this Joint Proxy Statement/Prospectus titled “The Merger – Governance Matters After the Merger” and “Directors and Executive Officers of the Combined Company Following the Merger.”

Ownership of the Combined Company (Page 199)

The Exchange Ratio is subject to certain adjustments based on the Net Cash, as determined in accordance with the Merger Agreement, of each of Akari and Peak Bio at the close of business one business day prior to the anticipated consummation of the Merger.

Regulatory Approvals and Related Matters (Page 200)

Subject to the terms and conditions of the Merger Agreement, each of Akari and Peak Bio have agreed to use their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the Merger and the other transactions contemplated by the Merger Agreement, including (i) making any filings required by, or desirable under applicable antitrust laws as promptly as reasonably practicable following the date of the Merger Agreement and (ii) responding as promptly as practicable to any request for additional information and documentary material issued by a governmental authority pursuant to any antitrust law.

No filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) are required for the Merger. For more information, see the section of this joint proxy statement/prospectus titled “The Merger - Regulatory Approvals and Related Matters.”

Closing and Effective Time of the Merger (Page 206)

Subject to the satisfaction or waiver of the closing conditions, including the approval by Akari shareholders of the Merger Allotment Proposal, the Share Issuance Proposal and the Chairman Appointment Proposal, and approval by Peak Bio stockholders of the adoption of the Merger Agreement and the Merger, Akari and Peak Bio expect that the Merger will be completed (the “Closing”) in the fourth quarter of 2024. The Merger Agreement provides that the Closing will occur as early as practicable on a date to be specified by the parties to the Merger Agreement and no later than the three business day after satisfaction or valid waiver of all of the conditions to Closing described under the section titled, “The Merger Agreement - Conditions to Completion of the Merger,” other than those conditions that by their nature may only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing, unless another date, time or place is agreed to in writing by the parties to the Merger Agreement.

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Conditions to Completion of the Merger (Page 230)

The obligations of Akari, Merger Sub and Peak Bio to consummate the Merger are subject to the satisfaction or waiver, if permitted by applicable law, of the following conditions: