0000950170-24-128727 | 10-Q | XBRL Viewer

Shareholders' (Deficit) Equity

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

Note 6. Shareholders’ (Deficit) Equity

Ordinary Shares

On September 30, 2023, the Company’s shareholders approved an increase to the number of authorized ordinary shares, par value $0.0001 (the “Ordinary Shares”), the Company can issue by 35,000,000,000 ordinary shares in addition to the number of shares outstanding on June 30, 2023. Accordingly, as of September 30, 2024 and December 31, 2023, the Company was authorized to issue up to 45,122,321,523 ordinary shares.

Currently, each ADS represents 2,000 Ordinary Shares (the “ADS Ratio”). All ADS and per ADS amounts in the accompanying condensed consolidated financial statements reflect the ADS Ratio.

May 2024 Private Placement

In May 2024, the Company entered into a definitive purchase agreement with certain investors, Dr. Prudo and Dr. Patel, pursuant to which the Company sold and issued in a private placement an aggregate of 4,029,754 ADSs, and Series C Warrants (the “Series C Warrants”) to purchase up to 4,029,754 ADS, at a per unit price of $1.885 per ADS and Series C Warrant for aggregate gross proceeds of approximately $7.6 million (the “May 2024 Private Placement”). The Series C Warrants have 3-year terms ranging from May 31, 2027 to June 21, 2027 and have cashless exercise provisions in limited circumstances. The Series C Warrants (other than those issued to Dr. Prudo and Dr. Patel) have an exercise price of $1.76 per ADS. The Series C Warrants issued to Dr. Prudo and Dr. Patel have an exercise price of $1.79 per ADS. Net proceeds from the May 2024 Private Placement were approximately $7.0 million after deducting placement agent fees and other expenses.

At close of the May 2024 Private Placement, the Company issued to Paulson Investment Company, LLC (“Paulson”), as placement agent for the May 2024 Private Placement, warrants to purchase 332,380 ADSs at an exercise price of $1.885 per ADS and a term expiring on May 31, 2029 (the “May 2024 Placement Agent Warrants”). The estimated fair value of the May 2024 Placement Agent Warrants on the issuance date was approximately $0.4 million.

The Company determined that the Series C Warrants and May 2024 Placement Agent Warrants met all of the criteria for equity classification. Accordingly, upon closing of the May 2024 Private Placement, each of the Series C Warrants and May 2024 Placement Agent Warrants were recorded as a component of additional paid-in capital.

March 2024 Private Placement

In March 2024, the Company entered into a definitive purchase agreement with certain existing investors, pursuant to which the Company sold and issued in a private placement an aggregate of 1,320,614 ADSs at $1.48 per ADS, for aggregate gross proceeds of approximately $2.0 million (the “March 2024 Private Placement”). Net proceeds from the March 2024 Private Placement were approximately $1.7 million after deducting placement agent fees and other expenses.

At close of the March 2024 Private Placement, the Company issued to Paulson, as placement agent for the March 2024 Private Placement, warrants to purchase 132,061 ADSs at an exercise price of $1.85 per ADS (representing 125% of the purchase price per ADS sold in the March 2024 Private Placement) and a term expiring on March 27, 2029 (the “March 2024 Placement Agent Warrants”). The estimated fair value of the March 2024 Placement Agent Warrants on the issuance date was approximately $0.2 million.

The Company determined that the March 2024 Placement Agent Warrants met all of the criteria for equity classification. Accordingly, upon closing of the March 2024 Private Placement, each of the March 2024 Placement Agent Warrants were recorded as a component of additional paid-in capital.

December 2023 Private Placement

In December 2023, the Company entered into purchase agreements to sell, in a private placement, to existing investors, Dr. Ray Prudo and Dr. Patel, (the “December 2023 Private Placement”) an aggregate of 947,868 ADSs at $2.11 per ADS, for aggregate gross proceeds of approximately $2.0 million. Net proceeds from the December 2023 Private Placement were approximately $1.8 million after deducting placement agent fees and other expenses.

September 2023 Private Placement

In September 2023, the Company entered into purchase agreements to sell in a private placement to existing investors and directors, including Dr. Prudo and Ms. Rachelle Jacques, the Company’s then President and Chief Executive Officer (the “September 2023 Private Placement”) an aggregate of 551,816 ADSs at $3.30 per ADS, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 48,387 ADSs at a purchase price per Pre-Funded Warrant of $3.10, for aggregate gross proceeds of approximately $2.0 million. The Pre-Funded Warrants are exercisable at an exercise price of $0.20 per ADS and will not expire until exercised in full. The September 2023 Private Placement closed in October 2023 resulting in net proceeds of approximately $1.7 million after deducting placement agent fees and other expenses.

At close of the September 2023 Private Placement, the Company issued to Paulson, as placement agent for the September 2023 Private Placement, warrants to purchase 42,550 ADSs at an exercise price of $4.13 per ADS (representing 125% of the purchase price per ADS sold in the September 2023 Private Placement) and a term expiring on October 6, 2028 (the “October 2023 Placement Agent Warrants”). The estimated fair value of the October 2023 Placement Agent Warrants on the issuance date was approximately $0.1 million.

The Company determined that the Pre-Funded Warrants and October 2023 Placement Agent Warrants met all of the criteria for equity classification. Accordingly, upon closing of the September 2023 Private Placement, each of the Pre-Funded Warrants and October 2023 Placement Agent Warrants were recorded as a component of additional paid-in capital.

March 2023 Registered Direct Offering

On March 31, 2023, the Company entered into securities purchase agreements with certain accredited and institutional investors, including Dr. Prudo (the “March Registered Direct Offering”) providing for the issuance of an aggregate of 1,333,333 ADSs in a registered direct offering at $3.00 per ADS, resulting in gross proceeds of approximately $4.0 million. Net proceeds from the March Registered Direct Offering were approximately $3.5 million after deducting placement agent fees and expenses.

Warrants

In connection with various financing transactions, the Company has issued warrants to purchase the Company’s ordinary shares represented by ADSs. The Company accounts for such warrants as equity instruments or liabilities, depending on the specific terms of the warrant agreement. See Note 2 for further details on accounting policies related to the Company’s warrants.

The following table summarizes the Company’s outstanding warrants as of September 30, 2024 and December 31, 2023:


	Number of Warrant ADSs
	September 30,		December 31,		Weighted-Average
	2024		2023		Exercise Price		Expiration Date
Equity-classified Warrants
2019 Investor Warrants		-		59,211	$	60.00	7/1/2024
2019 Placement Warrants		-		8,881	$	57.00	6/28/2024
2020 Investor Warrants		139,882		139,882	$	44.00	Feb-Mar 2025
2020 Placement Warrants		22,481		22,481	$	51.00	Feb-Mar 2025
July 2021 Placement Agent Warrants		19,919		19,919	$	46.40	7/7/2026
December 2021 Investor Warrants		107,775		107,775	$	33.00	1/4/2027
December 2021 Placement Agent Warrants		8,622		8,622	$	35.00	12/29/2026
March 2022 Investor Warrants		186,020		186,020	$	28.00	3/10/2027
March 2022 Placement Agent Warrants		14,882		14,882	$	30.00	3/10/2027
October 2023 Investor Prefunded Warrants		48,387		48,387	$	0.20	None
October 2023 Placement Agent Warrants		42,550		42,550	$	4.13	10/6/2028
March 2024 Placement Agent Warrants		132,061		—	$	1.85	3/27/2029
May 2024 Investor Warrants		4,029,754		—	$	1.77	May-Jun 2027
May 2024 Placement Agent Warrants		322,380		—	$	1.89	5/31/2029
		5,074,713		658,610
Liability-classified Warrants
September 2022 Series A Investor Warrants		-		755,000	$	17.00	9/14/2024
September 2022 Series B Investor Warrants		755,000		755,000	$	17.00	9/14/2029
		755,000		1,510,000
Total outstanding		5,829,713		2,168,610

The following table summarizes the Company’s warrants activity for the nine months ended September 30, 2024:


	Number of			Weighted-Average
	Warrant ADSs			Exercise Price
Outstanding at December 31, 2023		2,168,610		$	21.97
Issued		4,484,195			1.78
Exercised		—			—
Expired		(823,092	)		20.52
Outstanding at September 30, 2024		5,829,713		$	6.65

Capital Redemption Reserve

In December 2020, for the purpose of changing the nominal value of the Company's ordinary shares from £0.01 to $0.0001 the Company issued 3,847,331,913 deferred shares (the "Deferred Shares") of $0.01315. The Deferred Shares were created for technical reasons of company law and did not increase the aggregate value of share capital. Also in December 2020, the Deferred Shares were purchased by the Company in accordance with their terms of issue for aggregate consideration of $0.01 and immediately cancelled. The aggregate nominal value at cancellation was $50.6 million.

Amounts transferred from share capital on the redemption of the Deferred Shares of $50.6 million, along with the resulting foreign currency effect of the redenomination of Company ordinary shares of $1.6 million, are classified as "capital redemption reserve" within the Company's condensed consolidated balance sheets and condensed statements of shareholders' (deficit) equity.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Shareholders' (Deficit) Equity (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of summarizes the outstanding warrants

The following table summarizes the Company’s outstanding warrants as of September 30, 2024 and December 31, 2023:


	Number of Warrant ADSs
	September 30,		December 31,		Weighted-Average
	2024		2023		Exercise Price		Expiration Date
Equity-classified Warrants
2019 Investor Warrants		-		59,211	$	60.00	7/1/2024
2019 Placement Warrants		-		8,881	$	57.00	6/28/2024
2020 Investor Warrants		139,882		139,882	$	44.00	Feb-Mar 2025
2020 Placement Warrants		22,481		22,481	$	51.00	Feb-Mar 2025
July 2021 Placement Agent Warrants		19,919		19,919	$	46.40	7/7/2026
December 2021 Investor Warrants		107,775		107,775	$	33.00	1/4/2027
December 2021 Placement Agent Warrants		8,622		8,622	$	35.00	12/29/2026
March 2022 Investor Warrants		186,020		186,020	$	28.00	3/10/2027
March 2022 Placement Agent Warrants		14,882		14,882	$	30.00	3/10/2027
October 2023 Investor Prefunded Warrants		48,387		48,387	$	0.20	None
October 2023 Placement Agent Warrants		42,550		42,550	$	4.13	10/6/2028
March 2024 Placement Agent Warrants		132,061		—	$	1.85	3/27/2029
May 2024 Investor Warrants		4,029,754		—	$	1.77	May-Jun 2027
May 2024 Placement Agent Warrants		322,380		—	$	1.89	5/31/2029
		5,074,713		658,610
Liability-classified Warrants
September 2022 Series A Investor Warrants		-		755,000	$	17.00	9/14/2024
September 2022 Series B Investor Warrants		755,000		755,000	$	17.00	9/14/2029
		755,000		1,510,000
Total outstanding		5,829,713		2,168,610

The following table summarizes the Company’s warrants activity for the nine months ended September 30, 2024:


	Number of			Weighted-Average
	Warrant ADSs			Exercise Price
Outstanding at December 31, 2023		2,168,610		$	21.97
Issued		4,484,195			1.78
Exercised		—			—
Expired		(823,092	)		20.52
Outstanding at September 30, 2024		5,829,713		$	6.65

Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Parenthetical)	Sep. 30, 2024 $ / shares	Jun. 30, 2024 $ / shares	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares	Sep. 30, 2023 $ / shares	Jun. 30, 2023 $ / shares	Mar. 31, 2023 $ / shares	Dec. 31, 2020 $ / shares	Dec. 31, 2020 £ / shares
Statement of Stockholders' Equity [Abstract]
Share capital, par value \| (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	£ 0.01

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Anti-Dilutive Share Equivalents

The following potential dilutive securities, presented based on amounts outstanding at the end of each reporting period, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact:


	As of September 30,
	2024		2023
Stock options		507,014,688		680,112,400
Restricted stock units		251,823,915		418,580,700
Warrants		11,562,653,300		4,155,347,500
Convertible notes		1,257,860,000		—
Total		13,579,351,903		5,254,040,600

Accrued Expenses - Additional Information (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Accrued restructuring expenses	$ 450
One-time termination benefits
Restructuring Cost and Reserve [Line Items]
Accrued restructuring expenses	$ 500

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Commitments and Contingencies	9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 9. Commitments and Contingencies Leases The Company is currently party to a short-term lease for its U.S headquarters, which currently expires in May 2025, and a short-term lease with TDL for its London offices, which currently expires in July 2025. The Company is not party to any material lease agreements. For each of the three months ended September 30, 2024 and 2023, the Company incurred lease costs of less than $0.1 million. For each of the nine months ended September 30, 2024 and 2023, the Company incurred leases costs of approximately $0.2 million. Employee Benefit Plans The Company adopted an employee benefit plan under Section 401(k) of the Internal Revenue Code for its U.S.-based employees. The plan allows employees to make contributions up to a specified percentage of their compensation. Under the plan, the Company matches 100% of employees’ contributions up to 5% of the annual eligible compensation contributed by each employee, subject to Internal Revenue Code limitations. The Company also adopted a defined contribution pension scheme which allows for U.K. employees to make contributions and provides U.K. employees with a Company contribution of 10% of compensation, subject to U.K. law. During each of the three months ended September 30, 2024 and 2023, the Company charged less than $0.1 million to operating expenses related to the Company's contributions to employee benefit plans. During the nine months ended September 30, 2024 and 2023, the Company charged $0.1 million and $0.2 million, respectively, to operating expenses related to the Company's contributions to employee benefit plans.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9. Commitments and Contingencies

Leases

The Company is currently party to a short-term lease for its U.S headquarters, which currently expires in May 2025, and a short-term lease with TDL for its London offices, which currently expires in July 2025. The Company is not party to any material lease agreements.

For each of the three months ended September 30, 2024 and 2023, the Company incurred lease costs of less than $0.1 million. For each of the nine months ended September 30, 2024 and 2023, the Company incurred leases costs of approximately $0.2 million.

Employee Benefit Plans

The Company adopted an employee benefit plan under Section 401(k) of the Internal Revenue Code for its U.S.-based employees. The plan allows employees to make contributions up to a specified percentage of their compensation. Under the plan, the Company matches 100% of employees’ contributions up to 5% of the annual eligible compensation contributed by each employee, subject to Internal Revenue Code limitations.

The Company also adopted a defined contribution pension scheme which allows for U.K. employees to make contributions and provides U.K. employees with a Company contribution of 10% of compensation, subject to U.K. law.

During each of the three months ended September 30, 2024 and 2023, the Company charged less than $0.1 million to operating expenses related to the Company's contributions to employee benefit plans. During the nine months ended September 30, 2024 and 2023, the Company charged $0.1 million and $0.2 million, respectively, to operating expenses related to the Company's contributions to employee benefit plans.

Stock-Based Compensation - Summarize the activity of the company unvested RSUs (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Shares/ Units
Unvested at beginning of the period (in shares)	385,954,925
Granted (in shares)	731,393,807
Forfeited (in shares)	(482,249,417)
Vested (in shares)	(383,275,400)
Unvested at end of the period (in shares)	251,823,915
Weighted average grant date fair value per share
Weighted average grant date fair value per share, Beginning of the period (per share)	$ 0
Granted (per share)	0
Forfeited (per share)	0
Vested (per share)	0
Weighted average grant date fair value per share, End of the period (per share)	$ 0
Equity Incentive Plan 2014
Weighted average grant date fair value per share
Fair value of time-based RSUs that vested	$ 0.5	$ 0.2

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Note 5. Accrued Expenses

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30,		December 31,
($ in thousands)	2024		2023
Employee compensation and benefits	$	624	$	187
External research and development expenses		589		635
Professional and consulting fees		861		669
Restructuring		450		—
Other		81		75
Total accrued expenses	$	2,605	$	1,566

Accrued restructuring expenses of approximately $0.5 million as of September 30, 2024 relate to one-time termination benefits payable to former employees, including an executive, which are payable in the fourth quarter of 2024. See Note 2.

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Financial liabilities measured at fair value	$ 725	$ 1,253
Recurring \| Series A warrants
Fair Value Measurements
Financial liabilities measured at fair value		15
Recurring \| Series B warrants
Fair Value Measurements
Financial liabilities measured at fair value	725	1,238
Level 3
Fair Value Measurements
Financial liabilities measured at fair value	725	1,253
Level 3 \| Recurring \| Series A warrants
Fair Value Measurements
Financial liabilities measured at fair value		15
Level 3 \| Recurring \| Series B warrants
Fair Value Measurements
Financial liabilities measured at fair value	$ 725	$ 1,238

Summary of Significant Accounting Policies - Antidilutive securities excluded from computation of earnings per share (Details) (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Line Items]
Total	13,579,351,903	5,254,040,600
Stock options
Earnings Per Share [Line Items]
Total	507,014,688	680,112,400
Warrants
Earnings Per Share [Line Items]
Total	11,562,653,300	4,155,347,500
Restricted stock units
Earnings Per Share [Line Items]
Total	251,823,915	418,580,700
Convertible notes
Earnings Per Share [Line Items]
Total	1,257,860,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Loss Contingencies [Line Items]
Lease costs			$ 200,000	$ 200,000
Maximum
Loss Contingencies [Line Items]
Lease costs	$ 100,000	$ 100,000
Employee Benefit Plans
Loss Contingencies [Line Items]
Description of employee benefit plans			Under the plan, the Company matches 100% of employees’ contributions up to 5% of the annual eligible compensation contributed by each employee, subject to Internal Revenue Code limitations.
Maximum annual eligible compensation contributed by each employee			5.00%
Operating Expenses			$ 100,000	$ 200,000
Employee Benefit Plans \| Maximum
Loss Contingencies [Line Items]
Operating Expenses	$ 100,000	$ 100,000
Employee Benefit Plans \| U.K.
Loss Contingencies [Line Items]
Description of employee benefit plans			The Company also adopted a defined contribution pension scheme which allows for U.K. employees to make contributions and provides U.K. employees with a Company contribution of 10% of compensation, subject to U.K. law.
Maximum annual eligible compensation contributed by each employee			10.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Shareholders' (Deficit) Equity - Additional Information (Details) $ / shares in Units, $ in Thousands			1 Months Ended				9 Months Ended
	May 31, 2024 $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	May 31, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2024 $ / shares	Jun. 30, 2023 $ / shares	Dec. 31, 2020 £ / shares	Dec. 31, 2020 USD ($) $ / shares shares
Class of Stock [Line Items]
Number of shares authorized \| shares					45,122,321,523	35,000,000,000	45,122,321,523	35,000,000,000
Net proceeds from sale of shares							$ 8,687	$ 3,502
Nominal value of ADS (in per warrant ADS) \| (per share)		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	£ 0.01	$ 0.0001
Capital redemption reserve					$ 52,194		$ 52,194					$ 50,600
Deferred shares issued \| shares												3,847,331,913
Deferred shares issued price per share \| $ / shares												$ 0.01315
Aggregate nominal value cancelled per share \| $ / shares												$ 0.01
Aggregate nominal value cancelled												$ 50,600
Ordinary Shares
Class of Stock [Line Items]
Capital redemption reserve												$ 1,600
ADS \| Ordinary Shares
Class of Stock [Line Items]
Number of ordinary shares representing one ADS \| shares							2,000
ADS \| Series C Warrants
Class of Stock [Line Items]
Purchase price of share \| $ / shares			$ 1.885
Warrants issued to purchase ADS (in shares) \| shares	4,029,754		4,029,754
Term of the warrants	3 years		3 years
Private Placement \| Placement agent
Class of Stock [Line Items]
Estimated fair value of the placement agent warrants			$ 400	$ 200		$ 100
Private Placement \| ADS
Class of Stock [Line Items]
Aggregate ADSs issued (in shares) \| shares	4,029,754			1,320,614	947,868	551,816
Price per share \| $ / shares				$ 1.48	$ 2.11	$ 3.3
Aggregate gross proceeds			$ 7,600
Percentage of the price per ADS for exercise price				125.00%		125.00%
Warrant expiration date	May 31, 2029		May 31, 2029			Oct. 06, 2028		Oct. 06, 2028
Net proceeds from sale of shares			$ 7,000	$ 1,700	$ 1,800
Gross proceeds from private placement				$ 2,000	$ 2,000
Warrants issued to purchase ADS (in shares) \| shares	332,380		332,380	132,061		42,550		42,550
Exercise price of warrants \| $ / shares	$ 1.885		$ 1.885	$ 1.85		$ 4.13		$ 4.13
Private Placement \| ADS \| Pre-Funded Warrants
Class of Stock [Line Items]
Purchase price of share \| $ / shares						$ 3.1
Aggregate gross proceeds						$ 2,000
Net proceeds from sale of shares						$ 1,700
Warrants issued to purchase ADS (in shares) \| shares						48,387		48,387
Exercise price of warrants \| $ / shares						$ 0.2		$ 0.2
Private Placement \| ADS \| Series C Warrants
Class of Stock [Line Items]
Exercise price of warrants \| $ / shares	1.76		1.76
Private Placement \| Dr. Prudo and Dr. Patel \| ADS \| Series C Warrants
Class of Stock [Line Items]
Exercise price of warrants \| $ / shares	$ 1.79		$ 1.79
Registered direct offering \| ADS
Class of Stock [Line Items]
Aggregate ADSs issued (in shares) \| shares		1,333,333
Price per share \| $ / shares		$ 3
Proceeds from issuance of shares		$ 4,000
Net proceeds from sale of shares		$ 3,500

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	$ 248	$ 305	$ 989	$ 846
Unvested Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation	200		$ 200
Weighted average period			1 year 8 months 12 days
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares underlying unvested			276,000,000
Additional stock-based compensation expense			$ 300
Unrecognized compensation	200		$ 200
Weighted average period			1 year 9 months 18 days
Research and development expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	27	42	$ 83	105
General and administrative expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	$ 221	$ 263	621	$ 741
Restructuring and other costs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense			$ 285

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	May 10, 2024	May 01, 2024	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Feb. 29, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Cash equivalents				$ 0		$ 0			$ 0
Short-term finance				200,000		$ 200,000		$ 1,100,000
Short-term finance, interest rate								7.49%
Short-term debt, terms						monthly installments through November 2024.
Gross proceeds from convertible promissory notes						$ 1,000,000
Research and development tax credits				1,300,000	$ 2,600,000	1,300,000	$ 2,600,000
Merger-related costs				992,000		2,290,000
Expected percentage of reduction of workforce		67.00%
Restructuring-related charges						1,700,000
Restructuring-related charges unpaid				500,000		500,000
May 2024 Plan
Summary of Significant Accounting Policies
Restructuring-related charges						1,700,000
Additional restructuring-related expenses						0
Severance and other settlement payments						1,400,000
Expected non cash expense relating to vesting of equity awards						$ 300,000
May 2024 Convertible Notes
Summary of Significant Accounting Policies
Gross proceeds from convertible promissory notes	$ 1,000,000
Payment terms						The May 2024 Notes bear interest at 15% per annum, which may be increased to 17% upon the occurrence of certain events of default as described therein, and the principal and all accrued but unpaid interest is due on the date that is the earlier of (a) ten (10) business days following the Company’s receipt of a U.K. research and development tax credit from HM Revenue and Customs, and (b) November 10, 2024.
Interest rate per annum	15.00%
Default, interest rate percentage	17.00%
Conversion description						Provided, however, at any time or times from the date of the note and until the tenth business day prior to closing of the Merger, the note holders are entitled to convert any portion of the outstanding and unpaid amount, including principal and accrued interest, into Company ADSs at a fixed conversion price equal to $1.59, representing the Nasdaq official closing price of the Company’s ADSs on the issuance date, subject to certain restrictions.
Conversion price	$ 1.59
May 2024 Convertible Notes \| Subsequent Event [Member]
Summary of Significant Accounting Policies
Conversion amount			$ 125,000
Number of shares issued upon conversion			406,236,000
Repayments of convertible notes			$ 750,000
American Depositary Shares \| May 2024 Convertible Notes \| Subsequent Event [Member]
Summary of Significant Accounting Policies
Conversion amount			$ 125,000
Number of shares issued upon conversion			203,118
Series A warrants \| American Depositary Shares \| Registered direct offering
Summary of Significant Accounting Policies
Aggregate ADSs issued (in shares)						755,000
Price per share						$ 17
Series B warrants \| American Depositary Shares \| Registered direct offering
Summary of Significant Accounting Policies
Aggregate ADSs issued (in shares)						755,000
Price per share						$ 17
Maximum \| May 2024 Plan
Summary of Significant Accounting Policies
Restructuring-related charges				100,000
Maximum \| May 2024 Convertible Notes
Summary of Significant Accounting Policies
Interest expense				100,000		$ 100,000
Accrued interest				$ 100,000		$ 100,000
Patents [Member]
Summary of Significant Accounting Policies
Finite-Lived intangible assets, remaining amortization period				22 years		22 years
Amortization of intangible assets				$ 100,000	$ 100,000	$ 100,000	$ 100,000

Agreement and Plan of Merger

9 Months Ended

Sep. 30, 2024

Agreement And Plan Of Merger [Abstract]

Agreement and Plan of Merger

Note 3. Agreement and Plan of Merger

Agreement and Plan of Merger

On March 4, 2024, the Company entered into an Agreement and Plan of Merger with Peak Bio and Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari (“Pegasus Merger Sub”), as amended by that certain side letter dated August 15, 2024 (the “Merger Agreement”), pursuant to which, on November 14, 2024, Pegasus Merger Sub merged with and into Peak Bio (the “Merger”), with Peak Bio surviving the Merger as a wholly owned subsidiary of Akari.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Peak Bio common stock, par value $0.0001 per share (the “Peak Common Stock”) (other than (x) shares of Peak Common Stock held by Peak Bio as treasury stock, or shares of Peak Common Stock owned by Akari, Pegasus Merger Sub or any direct or indirect wholly owned subsidiaries of Akari and (y) Dissenting Shares (as defined in the Merger Agreement)), was converted into the right to receive the Company’s ADSs representing a number of Akari ordinary shares, par value $0.0001 per share (the “Akari Ordinary Shares”) equal to 0.2935 (the “Exchange Ratio”), each such share duly and validly issued against the deposit of the requisite number of Akari Ordinary Shares in accordance with the Deposit Agreement (as defined in the Merger Agreement). The Exchange Ratio was calculated in accordance with the terms of the Merger Agreement, such that the total number of shares of Akari ADSs issued in connection with the merger was approximately 48.4% of the outstanding shares of Akari ADSs on a fully diluted basis.

The board of directors of each of Akari and Peak has unanimously approved the Merger Agreement and the transactions contemplated thereby. On November 14, 2024, the Company closed the business combination contemplated by the Merger Agreement, as more fully described in Note 10.

Fair Value Measurements - Schedule of the activity in warrant liability (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value Measurements
Fair value at beginning	$ 1,253
Change in fair value of liability	(528)
Fair value at ending	725
Series A warrants
Fair Value Measurements
Fair value at beginning	15
Change in fair value of liability	(15)
Fair value at ending	0
Series B warrants
Fair Value Measurements
Fair value at beginning	1,238
Change in fair value of liability	(513)
Fair value at ending	$ 725

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of financial liabilities measured at fair value on a recurring basis

The following table presents information about the Company’s financial liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such values:


	September 30, 2024
(In thousands)	Total		Level 1		Level 2		Level 3
Liabilities
Warrant liability - Series B	$	725	$	—	$	—	$	725
Total liabilities	$	725	$	—	$	—	$	725


	December 31, 2023
(In thousands)	Total		Level 1		Level 2		Level 3
Liabilities
Warrant liability - Series A	$	15	$	—	$	—	$	15
Warrant liability - Series B		1,238		—		—		1,238
Total liabilities	$	1,253	$	—	$	—	$	1,253

Schedule of activity in the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3)

The following table summarizes the activity in the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) during the nine months ended September 30, 2024:


	Warrant Liability
(In thousands)	Series A			Series B			Total
Balance, December 31, 2023	$	15		$	1,238		$	1,253
Change in the fair value of liability		(15	)		(513	)		(528	)
Balance, September 30, 2024	$	—		$	725		$	725

Schedule of assumptions used for the fair value calculations of the warrants

Below are the assumptions used for the fair value calculations of the Series B Warrants as of September 30, 2024, and Series A Warrants and Series B Warrants as of December 31, 2023:


	September 30, 2024			December 31, 2023
	Series B			Series A			Series B
Stock (ADS) price	$	2.95		$	3.12		$	3.12
Exercise price	$	17.00		$	17.00		$	17.00
Expected term (in years)		5.0			0.7			5.7
Expected volatility		80.0	%		85.0	%		95.0	%
Risk-free interest rate		3.6	%		5.1	%		3.9	%
Expected dividend yield		—			—			—

Condensed Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Statement of Financial Position [Abstract]
Ordinary shares, par value \| (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	45,122,321,523	45,122,321,523
Ordinary shares, shares issued	24,289,231,523	13,234,315,298
Ordinary shares, shares outstanding	24,289,231,523	13,234,315,298

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 143	$ (314)	$ 5,736	$ 2,941
General and administrative	1,709	2,821	6,616	8,775
Merger-related costs	992		2,290
Restructuring and other costs	83		1,723
Loss from operations	(2,927)	(2,507)	(16,365)	(11,716)
Other income (expense):
Interest income	3	16	7	75
Interest expense	(69)		(120)
Change in fair value of warrant liability	30	(258)	528	5,889
Foreign currency exchange gain (loss), net	68	(100)	(67)	(72)
Other expense, net		(22)	(2)	(46)
Total other income (expense), net	32	(364)	346	5,846
Net loss	$ (2,895)	$ (2,871)	$ (16,019)	$ (5,870)
Net loss per share - basic	$ 0	$ 0	$ 0	$ 0
Net loss per share - diluted	$ 0	$ 0	$ 0	$ 0
Weighted-average number of ordinary shares used in computing net loss per share- basic	24,386,005,523	10,116,903,598	18,911,928,794	10,119,421,200
Weighted-average number of ordinary shares used in computing net loss per share - diluted	24,386,005,523	10,116,903,598	18,911,928,794	10,119,421,200
Comprehensive loss:
Net loss	$ (2,895)	$ (2,871)	$ (16,019)	$ (5,870)
Other comprehensive income, net of tax:
Foreign currency translation adjustment	(177)	(3)	114	(58)
Total other comprehensive income, net of tax	(177)	(3)	114	(58)
Total comprehensive loss	$ (3,072)	$ (2,874)	$ (15,905)	$ (5,928)

Fair Value Measurements - Assumptions used for the fair value calculations of warrants (Details)	Sep. 30, 2024 shares USD ($)	Dec. 31, 2023 shares USD ($)
Series A warrants \| Exercise price
Fair Value Measurements
Warrants outstanding, measurement input		17
Series A warrants \| Volatility
Fair Value Measurements
Warrants outstanding, measurement input		85
Series A warrants \| Stock price
Fair Value Measurements
Warrants outstanding, measurement input \| shares		3.12
Series A warrants \| Risk-free rate
Fair Value Measurements
Warrants outstanding, measurement input		5.1
Series A warrants \| Expected term (in years)
Fair Value Measurements
Warrants outstanding, measurement input		0.7
Series B warrants \| Exercise price
Fair Value Measurements
Warrants outstanding, measurement input	17	17
Series B warrants \| Volatility
Fair Value Measurements
Warrants outstanding, measurement input	80	95
Series B warrants \| Stock price
Fair Value Measurements
Warrants outstanding, measurement input \| shares	2.95	3.12
Series B warrants \| Risk-free rate
Fair Value Measurements
Warrants outstanding, measurement input	3.6	3.9
Series B warrants \| Expected term (in years)
Fair Value Measurements
Warrants outstanding, measurement input	5	5.7

Shareholders' (Deficit) Equity - Summary of Company"s Warrants Activity (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants ADSs Outstanding Beginning Balance \| shares	2,168,610
Number of Warrants ADSs, Issued \| shares	4,484,195
Number of Warrants ADSs, Expired \| shares	(823,092)
Number of Warrants ADSs Outstanding, Ending Balance \| shares	5,829,713
Weighted Average Exercise Price Outstanding, Beginning Balance \| $ / shares	$ 21.97
Weighted-Average Exercise Price, Issued \| $ / shares	1.78
Weighted-Average Exercise Price, Expired \| $ / shares	20.52
Weighted Average Exercise Price Outstanding, Ending Blance \| $ / shares	$ 6.65

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 15, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Registrant Name	Akari Therapeutics, Plc
Entity Central Index Key	0001541157
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		49,517,115,523
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity File Number	001-36288
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1034922
Entity Address, Address Line One	22 Boston Wharf Road
Entity Address, Address Line Two	FL 7
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	929
Local Phone Number	274-7510
Document Quarterly Report	true
Document Transition Report	false
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing 2,000 Ordinary Shares, par value $0.0001 per share
Trading Symbol	AKTX
Security Exchange Name	NASDAQ
Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, $0.0001 par value per share*
Trading Symbol	AKTX
Security Exchange Name	NASDAQ

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation – The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC and assumes that the Company will continue to operate as a going concern. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, including normal and recurring adjustments, which the Company considers necessary for the fair statement of financial information. The results of operations and comprehensive loss for the three and nine months ended September 30, 2024 are not necessarily indicative of expected results for the fiscal year ended December 31, 2024 or any other future period. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2023 and notes thereto included in its Form 10-K, as filed with the SEC on March 29, 2024.

Principles of Consolidation

Principles of consolidation – The condensed consolidated financial statements include the accounts of the Company, Celsus Therapeutics, Inc., a Delaware corporation, Volution Immuno Pharmaceuticals SA, a private Swiss company, and Akari Malta Limited, a private Maltese company, each wholly-owned subsidiaries. All intercompany transactions have been eliminated.

Foreign Currency

Foreign currency – The functional currency of the Company is U.S. dollars, as that is the currency of the primary economic environment in which the Company operates as well as the currency in which it has been financed.

The reporting currency of the Company is U.S. dollars. The financial statements of certain of the Company's foreign subsidiaries are measured using their local currency as the functional currency. The Company translates its non-U.S. operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded as foreign currency translation adjustments, a component of accumulated other comprehensive loss. Gains or losses from foreign currency transactions are included in foreign currency exchange gains/(losses).

Use of Estimates

Use of estimates – The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets, liabilities, expenses and related disclosures. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of share-based awards, the valuation of warrant liabilities, research and development prepayments, accruals and related expenses, and the valuation allowance for deferred income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed considering changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Concentration of Credit Risk

Concentration of credit risk – Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company generally maintains balances in various operating accounts at financial institutions in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Fair Value Measurements

Fair value measurements – Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

•

Level 1 – quoted prices in active markets for identical assets and liabilities.

•

Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. The fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying values of the Company’s cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s liability-classified warrants are recorded at their estimated fair value.

Cash

Cash – The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents as of September 30, 2024 or December 31, 2023.

Prepaid Expenses

Prepaid expenses – Payments made prior to the receipt of goods or services are capitalized until the goods or services are received.

Other Current Assets

Other current assets – Other current assets as of September 30, 2024 and December 31, 2023 were principally comprised of Value Added Tax (“VAT”) receivables.

Patent Acquisition Costs

Patent acquisition costs – Patent acquisition costs and related capitalized legal fees are amortized on a straight-line basis over the shorter of the legal or economic life. The estimated useful life is 22 years. The Company expenses costs associated with maintaining and defending patents after their issuance in the period incurred. Amortization expense for each of the three and nine months ended September 30, 2024 and 2023 was less than $0.1 million.

Accrued Expenses

Accrued expenses – As part of the process of preparing the condensed consolidated financial statements, the Company estimates accrued expenses. This process involves identifying services that third parties have performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in the Company’s condensed consolidated financial statements. Examples of estimated accrued expenses include contract service fees in conjunction with pre-clinical and clinical trials, professional service fees and contingent liabilities. In connection with these service fees, the Company’s estimates are most affected by its understanding of the status and timing of services provided relative to the actual services incurred by the service providers. If the Company does not identify certain costs that have been incurred or it under or over-estimates the level of services or costs of such services, the Company’s reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to the Company’s estimation and judgment. The Company makes these judgments based upon the facts and circumstances known to it in accordance with U.S. GAAP. See Note 5.

Convertible Notes

Convertible Notes – On May 10, 2024, the Company entered into unsecured convertible promissory notes (the “May 2024 Notes”) with existing investors: the Company’s Chairman, Dr. Ray Prudo, and Interim President and Chief Executive Officer and director of the Company, Dr. Samir Patel, for an aggregate of $1.0 million in gross proceeds. The May 2024 Notes bear interest at 15% per annum, which may be increased to 17% upon the occurrence of certain events of default as described therein, and the principal and all accrued but unpaid interest is due on the date that is the earlier of (a) ten (10) business days following the Company’s receipt of a U.K. research and development tax credit from HM Revenue and Customs, and (b) November 10, 2024. Provided, however, at any time or times from the date of the note and until the tenth business day prior to closing of the Merger, the note holders are entitled to convert any portion of the outstanding and unpaid amount, including principal and accrued interest, into Company ADSs at a fixed conversion price equal to $1.59, representing the Nasdaq official closing price of the Company’s ADSs on the issuance date, subject to certain restrictions. In October 2024, Drs. Prudo and Patel each elected to convert $125,000 of principal and all accrued interest into Company ADSs, resulting in the issuance of an aggregate of 406,236,000 ordinary shares represented by 203,118 ADSs. The remaining unconverted aggregate principal balance of the May 2024 Notes, or $750,000, was repaid in cash.

The Company accounts for convertible promissory notes in accordance with ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and has not elected the fair value option as provided for within ASC Topics 815 and 825. Accordingly, the Company evaluated the embedded conversion and other features within the May 2024 Notes to determine whether any of the embedded features should be bifurcated from the host instrument and accounted for as a derivative at fair value. Based on management’s evaluation, the Company determined that the May 2024 Notes were not issued at a substantial premium and none of the embedded features were required to be bifurcated and accounted for separately. Accordingly, the May 2024 Notes are accounted for as a single liability measured at its amortized cost. Issuance costs incurred in connection with the issuance of the May 2024 Notes were

immaterial. Interest expense incurred on the May 2024 Notes was less than $0.1 million for the three and nine months ended September 30, 2024. As of September 30, 2024, accrued interest on the May 2024 Notes of less than $0.1 million is included within “Accrued expenses” in the Company’s balance sheets.

Warrant Liability

Warrant Liability – The Company accounts for ordinary share or ADS warrants as either equity instruments, liabilities or derivative liabilities in accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and/or ASC Topic 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement. Liability-classified warrants are recorded at their estimated fair values at issuance and are remeasured each reporting period until they are exercised, terminated, reclassified or otherwise settled. Changes in the estimated fair value of liability-classified warrants are recorded in "change in fair value of warrant liability" in the Company’s condensed consolidated statements of operations and comprehensive loss. Equity-classified warrants are recorded within "additional paid-in capital" in the Company's condensed consolidated statements of shareholders' (deficit) equity at the time of issuance and not subject to remeasurement.

In connection with the sale of the ADSs in the September 2022 Registered Direct Offering, the Company issued to the investors registered Series A warrants (“Series A Warrants”) to purchase an aggregate of 755,000 ADSs at $17.00 per ADS and registered Series B warrants (“Series B Warrants”) to purchase an aggregate of 755,000 ADSs at $17.00 per ADS (collectively, the “September 2022 Warrants”).The Company determined that the September 2022 Warrants are not indexed to the Company’s own stock in the manner contemplated by ASC 815-40-15, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock. Accordingly, the Company classifies the September 2022 Warrants as derivative liabilities in its consolidated balance sheets. In September 2024, all outstanding Series A Warrants expired unexercised.

Other Current Liabilities

Other Current Liabilities – In February 2024, the Company entered into a short-term financing arrangement with a third-party vendor to finance insurance premiums. The aggregate amount financed under this agreement was $1.1 million, bearing interest at an annual rate of 7.49%. As of September 30, 2024, the balance of $0.2 million, which is included in “Other current liabilities” in the Company’s balance sheets, is scheduled to be paid in monthly installments through November 2024.

Research and Development Expenses

Research and development expenses – Costs associated with research and development are expensed as incurred unless there is an alternative future use in other research and development projects. Research and development expenses include, among other costs, salaries and personnel–related expenses, fees paid for contract research services, fees paid to clinical research organizations, costs incurred by outside laboratories, manufacturers and other accredited facilities in connection with clinical trials and preclinical studies.

Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. The Company records expenses related to clinical studies and manufacturing development activities based on its estimates of the services received and efforts expended pursuant to contracts with multiple contract research organizations and manufacturing vendors that conduct and manage these activities on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven cash flows. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of subjects and the completion of clinical study milestones. In amortizing or accruing service fees, the Company estimates the time period over which services will be performed, enrollment of subjects, number of sites activated and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the Company will adjust the accrued or prepaid expense balance accordingly.

The Company accounts for research and development tax credits at the time its realization becomes probable as a credit to research and development expenses in the condensed consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2024 and 2023, the Company recognized research and development tax credits of approximately $1.3 million and $2.6 million, respectively.

Merger-Related Costs

Merger-Related Costs – Merger-related costs include direct expenses incurred in connection with the proposed Merger, as more fully described in Note 3, and are comprised primarily of legal and professional fees and other incremental costs directly associated to the Merger. For the three and nine months ended September 30, 2024 merger-related costs totaled $1.0 million and $2.3 million, respectively.

Restructuring and Other Costs

Restructuring and Other Costs – In May 2024, the Company began to implement a reduction-in-force of approximately 67% of its total workforce as a result of the recently announced program prioritization under which the Company’s HSCT-TMA program was suspended. The reduction-in-force was part of an operational restructuring plan (the “May 2024 Plan”) which included the elimination of certain senior management positions and was completed in the third quarter of 2024. The purpose of the restructuring plan, including the reduction-in-force, was to reduce HSCT-TMA related operating costs, while supporting the execution of the Company’s long-term strategic plan. During the three and nine months ended September 30, 2024, the Company has incurred restructuring-related charges of less than $0.1 million and $1.7 million related to the May 2024 Plan, respectively. Of the $1.7 million incurred during the nine months ended September 30, 2024, $1.4 million related to severance and other settlement payments to terminated executives and employees, and $0.3 million was non-cash expenses related to accelerated vesting of equity awards. The Company does not expect to incur additional restructuring-related expenses related to the May 2024 Plan.

As of September 30, 2024, of the $1.7 million total restructuring-related charges incurred, approximately $0.5 million was unpaid and included in accrued expenses in the accompanying condensed consolidated balance sheet. See Note 5. The Company expects these costs to be paid in the fourth quarter of 2024.

Share-Based Compensation

Share-based compensation expense – The Company measures all share-based awards granted to employees, directors and non-employees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective awards. Forfeitures are accounted for as they occur. The Company classifies share-based compensation expense in its condensed consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The fair value of each restricted ordinary share award is determined on the date of grant based on the fair value of the Company’s ordinary shares on that same date. The fair value of each share option grant is determined on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain assumptions, including the expected stock price volatility, the expected term of the award, the risk-free interest rate, and expected dividends. See Note 7. The Company estimates stock price volatility based on the Company’s historical stock price performance over a period of time that matches the expected term of the stock options. The expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future.

Leases

Leases – The Company accounts for its leases in accordance with ASC 842, Leases. In accordance with ASC 842, the Company records a right-of-use (“ROU”) asset and corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet and are recognized on a straight-line basis over the lease term. As of September 30, 2024 and December 31, 2023, the Company did not have any leases with a term longer than twelve months. Accordingly, no ROU assets and corresponding lease liabilities are included in the Company’s condensed consolidated balance sheets as of September 30, 2024 or December 31, 2023.

Income Taxes

Income taxes – In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes, the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the three and nine months ended September 30, 2024 and 2023, the Company recorded no tax expense or benefit due to the expected current year loss and its historical losses. The Company has not recorded its net deferred tax asset as of either September 30, 2024 or December 31, 2023 because it maintained a full valuation allowance against all deferred tax assets as of these dates as management has determined that it is not more likely than not that the Company will

realize these future tax benefits. As of September 30, 2024 and December 31, 2023, the Company had no uncertain tax positions.

Net loss per share

Net loss per share – Basic net loss per ordinary share is computed by dividing net loss available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, which includes ordinary shares underlying pre-funded warrants, as such warrant is exercisable, in whole or in part, for nominal cash consideration with no expiration date. Diluted net loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options, unvested restricted stock units, and warrants, which would result in the issuance of incremental ordinary shares, unless their effect would be anti-dilutive. For each of the three and nine months ended September 30, 2024 and 2023, diluted net loss per ordinary share is the same as basic net loss per ordinary share as the effects of the Company’s potentially dilutive securities were anti-dilutive.


	As of September 30,
	2024		2023
Stock options		507,014,688		680,112,400
Restricted stock units		251,823,915		418,580,700
Warrants		11,562,653,300		4,155,347,500
Convertible notes		1,257,860,000		—
Total		13,579,351,903		5,254,040,600

New Accounting Pronouncements

New Accounting Pronouncements – From time to time, new accounting pronouncements are issued by the FASB and rules are issued by the SEC that the Company has or will adopt as of a specified date. Unless otherwise noted, management does not believe that any other recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have, a material impact on the Company’s present or future consolidated financial statements.

Recently Issued (Not Yet Adopted) Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU modified the disclosure and presentation requirements primarily through enhanced disclosures of significant segment expenses and clarified that single reportable segment entities must apply Topic 280 in its entirety. This guidance is effective for the Company for the year beginning January 1, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statement. The Company is currently assessing the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted. The amendments should be applied on a prospective basis, with retrospective application permitted. The Company is currently assessing the impact of this guidance on its consolidated financial statements and related disclosures.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 7. Share-Based Compensation

2023 Equity Incentive Plan

On June 30, 2023, the Company’s shareholders approved the 2023 Equity Incentive Plan (the “2023 Plan”), which provides for the grant of stock options, both incentive stock options and nonqualified stock options, stock, with and without vesting restrictions, restricted stock units (“RSUs”) and stock appreciation rights, to be granted to employees, directors and consultants. The Company is permitted to issue up to 980,000,000 ordinary shares under the 2023 Plan, plus such additional number of ordinary shares (up to 855,637,300 ordinary shares) subject to awards granted under the 2014 Equity Incentive Plan (the “2014 Plan”), to the extent such awards are forfeited, cancelled, or expire unexercised.

As of September 30, 2024, the Company had 498,903,915 ordinary shares underlying outstanding equity awards under the 2023 Plan, consisting of stock options and RSUs, and 569,501,522 ordinary shares remained available for future grants under the 2023 Plan.

The 2023 and 2014 Plans provide that they be administered by the compensation committee of the board of directors. The exercise price for stock option awards may not be less than 100% of the fair market value of the Company’s ordinary shares on the date of grant and the term of awards may not be greater than ten years. The Company determines the fair value of its ordinary shares based on the quoted market price of its ADSs. Vesting periods are determined at the discretion of the compensation committee. Awards granted to employees typically vest over two to four years and directors over one year.

2014 Equity Incentive Plan

Under the 2014 Plan the Company was authorized to grant stock options, RSUs and other awards, to employees, members of the board of directors and consultants. Upon effectiveness of the 2023 Plan no further awards were available to be issued under the 2014 Plan. As of September 30, 2024, the Company had 259,934,688 ordinary shares underlying outstanding equity awards under the 2014 Plan, consisting of stock options.

Stock Options

The following is a summary of the Company’s stock option activity under the 2014 Plan and the 2023 Plan for the nine months ended September 30, 2024:


($ in thousands, except share and per share data)	Stock Options			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		651,237,400		$	0.01		8.5	$	—
Granted		205,080,000			0.00
Exercised		—			—
Forfeited		(304,302,712	)		0.01
Expired		(45,000,000	)		0.02
Outstanding at September 30, 2024 (1)		507,014,688		$	0.01		6.4	$	2
Exercisable at September 30, 2024		425,181,355		$	0.01		6.0	$	—

___________

(1)

Includes both vested stock options as well as unvested stock options for which the requisite service period has not been rendered but that are expected to vest based on achievement of a service condition.

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s ordinary shares for those options that had exercise prices lower than the fair value of the Company’s ordinary shares.

The weighted-average grant-date fair value per ordinary share of options granted during each of the nine months ended September 30, 2024 and 2023 was less than $0.01.

Option Valuation

The weighted-average assumptions that the Company used to determine the fair value of share options granted were as follows, presented on a weighted average basis:


	2024			2023
Expected volatility		82.6	%		99.2	%
Risk-free interest rate		3.7	%		3.8	%
Expected dividend yield		—			—
Expected term (in years)		5.1			6.0

Restricted Stock Units

The 2014 Plan provided, and the 2023 Plan provides, for the award of RSUs. RSUs are granted to employees that are subject to time-based vesting conditions that lapse between one year and four years from date of grant, assuming continued employment. Compensation cost for time-based RSUs, which vest only on continued service, is recognized on a straight-line basis over the requisite service period based on the grant date fair of the RSUs, which is derived from the closing price of the Company’s ADSs on the date of grant.

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2024:


	Time-based Awards
($ in thousands, except per share data)	Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested shares at December 31, 2023		385,954,925		$	0.00
Granted		731,393,807			0.00
Forfeited		(482,249,417	)		0.00
Vested		(383,275,400	)		0.00
Nonvested shares at September 30, 2024		251,823,915		$	0.00

The fair value of time-based RSUs that vested during the nine months ended September 30, 2024 and 2023 was approximately $0.5 million and $0.2 million, respectively.

Share-Based Compensation Expense

The Company classifies share-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. Total share-based compensation expense attributable to share-based payments made to employees, consultants and directors included in operating expenses in the Company's condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023, was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
($ in thousands)	2024		2023		2024		2023
Research and development	$	27	$	42	$	83	$	105
General and administrative		221		263		621		741
Restructuring and other costs		-		—		285		—
Total share-based compensation expense	$	248	$	305	$	989	$	846

During the nine months ended September 30, 2024, 276,000,000 ordinary shares underlying unvested time-based RSUs held by a former executive upon termination of employment were accelerated, resulting in additional stock-based compensation expense of $0.3 million.

As of September 30, 2024, total unrecognized compensation cost related to unvested stock options and time-based RSUs was $0.2 million and $0.2 million, respectively. The Company expects total unrecognized compensation costs related to unvested stock options and RSUs to be recognized over a weighted average period of 1.7 and 1.8 years, respectively.

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30,		December 31,
($ in thousands)	2024		2023
Employee compensation and benefits	$	624	$	187
External research and development expenses		589		635
Professional and consulting fees		861		669
Restructuring		450		—
Other		81		75
Total accrued expenses	$	2,605	$	1,566

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,895)	$ (2,871)	$ (16,019)	$ (5,870)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			13	3
Share-based compensation			989	846
Change in fair value of warrant liability	(30)	258	(528)	(5,889)
Foreign currency exchange losses (gains)			121	(54)
Change in assets and liabilities:
Prepaid expenses and other current assets			1,114	(223)
Accounts payable and accrued expenses			3,882	(836)
Net cash used in operating activities			(10,428)	(12,023)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares, net of issuance costs			8,687	3,502
Proceeds from issuance of convertible notes			1,000
Proceeds from issuance of restricted shares			29	1
Payments on short-term financing arrangement			(882)
Net cash provided by financing activities			8,834	3,503
Effect of exchange rates on cash			(5)	1
Net decrease in cash			(1,599)	(8,519)
Cash at beginning of period			3,845	13,250
Cash at end of period	$ 2,246	$ 4,731	2,246	$ 4,731
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Financing costs in accrued expenses			72
Non-cash seller-financed purchases			1,105
Payroll taxes on share-based compensation in accrued expenses			193
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFO:
Cash paid during the period for interest			$ 120

Subsequent Events - Additional Information (Details)				1 Months Ended
Subsequent Events - Additional Information (Details)	Nov. 13, 2024 $ / shares shares	Nov. 12, 2024 USD ($) $ / shares	Nov. 07, 2024 shares	Oct. 31, 2024 USD ($) shares	Nov. 14, 2024	Jun. 30, 2023 shares
November 6, 2029
Subsequent Event [Line Items]
Additional shares authorized			5,546,667
Equity Incentive Plan 2014 \| Maximum
Subsequent Event [Line Items]
Number of shares available to grant						855,637,300
Subsequent Event
Subsequent Event [Line Items]
Additional shares authorized			14,444,680
Subsequent Event \| Dr. Prudo and Dr. Patel
Subsequent Event [Line Items]
Purchase price of share \| $ / shares	$ 0.125
Gross proceeds from private placement \| $		$ 3,200,000
Subsequent Event \| Paulson
Subsequent Event [Line Items]
Percentage of cash fee paid to placement agent		7.00%
Subsequent Event \| Director or Affiliate
Subsequent Event [Line Items]
Percentage of cash fee paid to placement agent		3.50%
Subsequent Event \| Chardan
Subsequent Event [Line Items]
Percentage of cash fee paid to placement agent		3.50%
Subsequent Event \| Series D Warrants
Subsequent Event [Line Items]
Term of the warrants		3 years
Subsequent Event \| 2023 Equity Incentive Plan
Subsequent Event [Line Items]
Number of additional shares available for grant			7,800,000,000
Subsequent Event \| 2023 Equity Incentive Plan \| Maximum
Subsequent Event [Line Items]
Number of shares available to grant			8,780,000,000
Subsequent Event \| Equity Incentive Plan 2014 \| Maximum
Subsequent Event [Line Items]
Number of shares available to grant			855,637,300
Subsequent Event \| American Depository Shares
Subsequent Event [Line Items]
Closing bid price (in dollars per ADS) \| $ / shares		$ 2.385
Percentage of expected ownership in outstanding shares					48.40%
Subsequent Event \| American Depository Shares \| Series D Warrants
Subsequent Event [Line Items]
Warrants issued to purchase ADS (in shares)	1,713,402
Purchase price of share \| $ / shares	$ 1.7
Exercise price of warrants \| $ / shares		$ 2.26
Private Placement \| Subsequent Event \| American Depository Shares
Subsequent Event [Line Items]
Aggregate ADSs issued (in shares)	1,713,402
Akari Ordinary Shares \| Subsequent Event
Subsequent Event [Line Items]
Merger agreement exchange ratio per ordinary share					0.2935
Number of ordinary shares representing one ADS	2,000
May 2024 Convertible Notes \| Subsequent Event
Subsequent Event [Line Items]
Conversion amount \| $				$ 125,000
Number of shares issued upon conversion				406,236,000
Repayments of convertible notes \| $				$ 750,000
May 2024 Convertible Notes \| Subsequent Event \| American Depository Shares
Subsequent Event [Line Items]
Number of shares issued upon conversion				203,118

Shareholders' (Deficit) Equity - outstanding warrants (Details) - American Depositary Shares - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Equity-classified Warrants	5,074,713	658,610
Liability-classified Warrants	755,000	1,510,000
Warrants exercised	5,829,713	2,168,610
2019 Investor Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	0	59,211
Weighted-Average Exercise Price	$ 60
May 2024 Investor Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	4,029,754
Weighted-Average Exercise Price	$ 1.77
May 2024 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	322,380
Weighted-Average Exercise Price	$ 1.89
2019 Placement Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	0	8,881
Weighted-Average Exercise Price	$ 57
2020 Investor Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	139,882	139,882
Weighted-Average Exercise Price	$ 44
2020 Placement Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	22,481	22,481
Weighted-Average Exercise Price	$ 51
July 2021 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	19,919	19,919
Weighted-Average Exercise Price	$ 46.4
December 2021 Investor Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	107,775	107,775
Weighted-Average Exercise Price	$ 33
December 2021 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	8,622	8,622
Weighted-Average Exercise Price	$ 35
March 2022 Investor Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	186,020	186,020
Weighted-Average Exercise Price	$ 28
March 2022 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	14,882	14,882
Weighted-Average Exercise Price	$ 30
October 2023 Investor Prefunded Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	48,387	48,387
Weighted-Average Exercise Price	$ 0.2
October 2023 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	42,550	42,550
Weighted-Average Exercise Price	$ 4.13
March 2024 Placement Agent Warrants
Class of Warrant or Right [Line Items]
Equity-classified Warrants	132,061
Weighted-Average Exercise Price	$ 1.85
Series A warrants \| September 2022 Investor Warrants
Class of Warrant or Right [Line Items]
Liability-classified Warrants	0	755,000
Weighted-Average Exercise Price	$ 17
Series B warrants \| September 2022 Investor Warrants
Class of Warrant or Right [Line Items]
Liability-classified Warrants	755,000	755,000
Weighted-Average Exercise Price	$ 17

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Employee compensation and benefits	$ 624	$ 187
External research and development expenses	589	635
Professional and consulting fees	861	669
Restructuring	450
Other	81	75
Total accrued expenses	$ 2,605	$ 1,566

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 2,246	$ 3,845
Prepaid expenses	396	299
Other current assets	92	197
Total current assets	2,734	4,341
Patent acquisition costs, net		14
Total assets	2,734	4,355
Current liabilities:
Accounts payable	4,782	1,671
Accrued expenses	2,605	1,566
Convertible notes, related party	1,000
Warrant liability	725	1,253
Other current liabilities	316	94
Total current liabilities	9,428	4,584
Commitments and contingencies (Note 9)
Shareholders' deficit:
Share capital of $0.0001 par value Authorized: 45,122,321,523 ordinary shares at September 30, 2024 and December 31, 2023, respectively; issued and outstanding: 24,289,231,523 and 13,234,315,298 at September 30, 2024 and December 31, 2023, respectively	2,430	1,324
Additional paid-in capital	183,088	174,754
Capital redemption reserve	52,194	52,194
Accumulated other comprehensive loss	(926)	(1,040)
Accumulated deficit	(243,480)	(227,461)
Total shareholders' deficit	(6,694)	(229)
Total liabilities and shareholders' deficit	$ 2,734	$ 4,355

Related Party Transactions (Details) - USD ($)			3 Months Ended		9 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 16, 2024	May 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Interim Ceo Agreement
Related Party Transaction [Line Items]
Payment to CEO upon aggrement		$ 50,000
Amendment Interim CEO Agreement
Related Party Transaction [Line Items]
Payment to CEO upon aggrement	$ 50,000
Payment terms to CEO upon aggrement					Dr. Patel shall be paid in the form of fully vested non-qualified stock options to purchase ordinary shares (“NQSO”), with the number of ADSs underlying each such monthly NQSOs grant to be equal to two times the number determined by dividing (i) $50,000 by (ii) the closing price of the Company's ADSs on the Nasdaq Capital Market on the last day of each month (or partial month)
Issuance of share capital for services			$ 100,000		$ 300,000
Issuance of share capital for services (in shares)			87,540,000		87,540,000
Fair value of share capital issued for services			$ 200,000		$ 200,000
Amendment Interim CEO Agreement \| Fully Vested Ordinary Shares
Related Party Transaction [Line Items]
Issuance of share capital for services (in shares)			91,396,000		91,396,000
Amendment Interim CEO Agreement \| Maximum
Related Party Transaction [Line Items]
Issuance of share capital for services, exercise price			$ 0.01		$ 0.01
The Doctors Laboratory
Related Party Transaction [Line Items]
Operating Lease, Expense					$ 100,000
The Doctors Laboratory \| Maximum
Related Party Transaction [Line Items]
Operating Lease, Expense			$ 100,000	$ 100,000
Related party
Related Party Transaction [Line Items]
Laboratory testing services charges						$ 100,000
Related party \| Maximum
Related Party Transaction [Line Items]
Laboratory testing services charges			100,000	$ 100,000	100,000
Payable balances			$ 100,000		$ 100,000		$ 100,000

Stock-Based Compensation (Details) - shares	9 Months Ended
Stock-Based Compensation (Details) - shares	Sep. 30, 2024	Jun. 30, 2023
2023 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of ordinary shares underlying outstanding equity awards consisting of stock options and restricted stock units	498,903,915
Number of shares remained available for future issuance	569,501,522
2023 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to issue		980,000,000
2023 and 2014 Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value of shares	100.00%
2023 and 2014 Plans \| Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
2023 and 2014 Plans \| Minimum \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	2 years
2023 and 2014 Plans \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of awards (in years)	10 years
2023 and 2014 Plans \| Maximum \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Equity Incentive Plan 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of ordinary shares underlying outstanding equity awards consisting of stock options and restricted stock units	259,934,688
Equity Incentive Plan 2014 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available to grant		855,637,300

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	September 30, 2024
(In thousands)	Total		Level 1		Level 2		Level 3
Liabilities
Warrant liability - Series B	$	725	$	—	$	—	$	725
Total liabilities	$	725	$	—	$	—	$	725


	December 31, 2023
(In thousands)	Total		Level 1		Level 2		Level 3
Liabilities
Warrant liability - Series A	$	15	$	—	$	—	$	15
Warrant liability - Series B		1,238		—		—		1,238
Total liabilities	$	1,253	$	—	$	—	$	1,253

The Company’s Level 3 liabilities consist of the Series B Warrants as of September 30, 2024 and the Series A and Series B Warrants as of December 31, 2023, which were determined to be liability-classified instruments. There were no transfers between Level 1, Level 2, and Level 3 during the nine months ended September 30, 2024 and 2023.

Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the activity in the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) during the nine months ended September 30, 2024:


	Warrant Liability
(In thousands)	Series A			Series B			Total
Balance, December 31, 2023	$	15		$	1,238		$	1,253
Change in the fair value of liability		(15	)		(513	)		(528	)
Balance, September 30, 2024	$	—		$	725		$	725

Assumptions Used in Determining Fair Value of Liability-Classified Warrants

The fair value of the warrant liability is based on significant inputs, which represents a Level 3 measurement within the fair value hierarchy. The fair value of both the Series A Warrants and the Series B Warrants was determined using the Black-Scholes Option Pricing Model, which uses various assumptions, including (i) fair value of the Company’s ADSs, (ii) exercise price of the warrant, (iii) expected term of the warrant, (iv) expected volatility and (v) expected risk-free interest rate.

Below are the assumptions used for the fair value calculations of the Series B Warrants as of September 30, 2024, and Series A Warrants and Series B Warrants as of December 31, 2023:


	September 30, 2024			December 31, 2023
	Series B			Series A			Series B
Stock (ADS) price	$	2.95		$	3.12		$	3.12
Exercise price	$	17.00		$	17.00		$	17.00
Expected term (in years)		5.0			0.7			5.7
Expected volatility		80.0	%		85.0	%		95.0	%
Risk-free interest rate		3.6	%		5.1	%		3.9	%
Expected dividend yield		—			—			—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Description of Business (Details) - USD ($) $ in Thousands	9 Months Ended
Description of Business (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Description of Business [Line Items]
Accumulated deficit	$ 243,480	$ 227,461
Cash balance	2,246	3,845
Stockholders equity requirement	2,500
Remaining shareholder's deficit required to get listed in Nasdaq listing	$ 6,700	$ 200

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Stock-Based Compensation - Stock Option Activity (Details) - 2023 and 2014 Plans - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Options Outstanding at beginning of the period	651,237,400
Number of shares, Granted	205,080,000
Number of shares, Forfeited	(304,302,712)
Number of shares, Expired	(45,000,000)
Number of shares, Options Outstanding at end of the period	507,014,688		651,237,400
Number of shares, Exercisable options at end of the period	425,181,355
Weighted average exercise price, Outstanding at beginning of the period	$ 0.01
Weighted average exercise price, Granted	0
Weighted average exercise price, Forfeited	0.01
Weighted average exercise price, Expired	0.02
Weighted average exercise price, Outstanding at end of the period	0.01		$ 0.01
Options exercisable at end of the period, Weighted average exercise price	$ 0.01
Weighted average remaining contractual life, Options outstanding during the period (in years)	6 years 4 months 24 days		8 years 6 months
Weighted average remaining contractual term, Options exercisable at end of the period (in years)	6 years
Aggregate intrinsic value, Options outstanding at end of the period	$ 2
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value per share of options granted	$ 0.01	$ 0.01

Stock-Based Compensation - Assumptions used for the fair value of stock awards (Details)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	82.60%	99.20%
Risk-free interest rate	3.70%	3.80%
Expected term (in years)	5 years 1 month 6 days	6 years
Restricted stock units \| Equity Incentive Plan 2014 \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Restricted stock units \| Equity Incentive Plan 2014 \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,895)	$ (7,558)	$ (5,566)	$ (2,871)	$ (4,000)	$ 1,001	$ (16,019)	$ (5,870)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of share option activity and related information for employees and directors

The following is a summary of the Company’s stock option activity under the 2014 Plan and the 2023 Plan for the nine months ended September 30, 2024:


($ in thousands, except share and per share data)	Stock Options			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		651,237,400		$	0.01		8.5	$	—
Granted		205,080,000			0.00
Exercised		—			—
Forfeited		(304,302,712	)		0.01
Expired		(45,000,000	)		0.02
Outstanding at September 30, 2024 (1)		507,014,688		$	0.01		6.4	$	2
Exercisable at September 30, 2024		425,181,355		$	0.01		6.0	$	—

___________

(1)

Schedule of assumptions used to determine the fair value of stock granted

The weighted-average assumptions that the Company used to determine the fair value of share options granted were as follows, presented on a weighted average basis:


	2024			2023
Expected volatility		82.6	%		99.2	%
Risk-free interest rate		3.7	%		3.8	%
Expected dividend yield		—			—
Expected term (in years)		5.1			6.0

Summary of activity of the Company's unvested RSUs

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2024:


	Time-based Awards
($ in thousands, except per share data)	Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested shares at December 31, 2023		385,954,925		$	0.00
Granted		731,393,807			0.00
Forfeited		(482,249,417	)		0.00
Vested		(383,275,400	)		0.00
Nonvested shares at September 30, 2024		251,823,915		$	0.00

Schedule of stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss

Total share-based compensation expense attributable to share-based payments made to employees, consultants and directors included in operating expenses in the Company's condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023, was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
($ in thousands)	2024		2023		2024		2023
Research and development	$	27	$	42	$	83	$	105
General and administrative		221		263		621		741
Restructuring and other costs		-		—		285		—
Total share-based compensation expense	$	248	$	305	$	989	$	846

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events

Subsequent Events

Note 10. Subsequent Events

Conversion of May 2024 Notes

In October 2024, Drs. Prudo and Patel each elected to convert $125,000 of principal and all accrued interest into Company ADSs, resulting in the issuance of an aggregate of 406,236,000 ordinary shares represented by 203,118 ADSs. The remaining unconverted aggregate principal balance of the May 2024 Notes, or $750,000, was repaid in cash.

November Private Placement

On November 13, 2024, the Company entered into a securities purchase agreement with certain investors, including Akari’s Chairman, Dr. Ray Prudo, and a director and Interim President and Chief Executive Officer of the Company, Dr. Samir R. Patel, pursuant to which the Company agreed to sell and issue in a private placement (the “November Private Placement”) an aggregate of 1,713,402 unregistered Akari ADSs, each representing 2,000 of Akari Ordinary Shares, and Series D Warrants (the “Series D Warrants”) to purchase up to 1,713,402 ADSs, at a per unit price of (i) $1.70 per ADS and Series D Warrant for all investors other than Drs. Patel and Prudo, and (ii) $2.385, which is equal to the consolidated closing bid price of the ADSs on The Nasdaq Stock Market on November 12, 2024 plus $0.125 for Drs. Patel and Prudo, for aggregate gross proceeds of $3.2 million. The November Private Placement is expected to close shortly following the closing of the Merger, subject to the satisfaction of customary closing conditions.

The Series D Warrants have a term of three years from the closing date of the November Private Placement and have cashless exercise provisions. The Series D Warrants have an exercise price of $2.26 per ADS, which is equal to the Nasdaq official closing price of Akari’s ADSs on the Nasdaq Capital Market on November 12, 2024. The Series D Warrants issued to Dr. Patel and Dr. Prudo are immediately exercisable and the warrants issued to each of the other investors will be exercisable six months after issuance.

Akari paid Paulson and Chardan Capital Markets, LLC (“Chardan”) (i) with respect to Paulson, a cash fee equal to 7.0% (or 3.5% for any investor that is a director or affiliate of Akari), and (ii) with respect to Chardan, a cash fee equal to 3.5%, in each case of the aggregate purchase price for the ADSs and Warrants sold in the November Private Placement.

Merger with Peak Bio

On November 14, 2024, the Company completed the previously announced strategic combination contemplated by the Merger Agreement, pursuant to which, Merger Sub merged with and into Peak Bio, with Peak Bio surviving the Merger as a wholly owned subsidiary of Akari.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the Effective Time, each issued and outstanding share of Peak Common Stock (other than (x) shares of Peak Common Stock held by Peak Bio as treasury stock, or shares of Peak Common Stock owned by Akari, Merger Sub or any direct or indirect wholly-owned subsidiaries of Akari and (y) Dissenting Shares (as defined in the Merger Agreement), was converted into the right to receive Akari ADSs representing a number of Akari Ordinary Shares equal to 0.2935 (the “Exchange Ratio”), each such share duly and validly issued against the deposit of the requisite number of Akari Ordinary Shares in accordance with the Deposit Agreement (as defined in the Merger Agreement). The Exchange Ratio was calculated in accordance with the terms of the Merger Agreement and is such that the total number of shares of Akari ADSs issued in connection with the Merger is approximately 48.4% of the outstanding shares of Akari on a fully diluted basis.

At the Effective Time, each warrant to purchase capital stock of Peak Bio (“Peak Warrant”) that was outstanding immediately prior to the Effective Time was converted into and exchangeable for warrants to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari (each, an “Adjusted Warrant”), on substantially similar terms and subject to substantially similar conditions as were applicable to such Peak Warrant immediately prior to the Effective Time, except (i) for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement, (ii) as provided in the following sentence and (iii) such amendments to the terms of the Adjusted Warrants as are necessary to comply with applicable Law (as defined in the Merger Agreement). The number of Akari Ordinary Shares (or the number of Akari Ordinary Shares underlying Akari ADSs, as applicable) subject to each Adjusted Warrant is equal to the number of shares of Peak Common Stock issuable upon exercise of such Peak Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, with any fractional Akari Ordinary Shares or Akari ADSs rounded down to the nearest whole Akari Ordinary Share or Akari ADS, as applicable, and the exercise price with respect to each Akari Ordinary Share (or each Akari Ordinary Share underlying Akari ADSs, as applicable) underlying such Adjusted Warrant equal to the exercise price of such Peak Warrant immediately prior to the Effective Time divided by the Exchange Ratio.

At the Effective Time, each option to acquire shares of Peak Common Stock (“Peak Option”) that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was assumed and converted into an option to purchase a number of Akari ordinary shares or Akari ADSs, as determined by Akari (each, an “Adjusted Option”). The number of Akari Ordinary Shares (or the number of Akari Ordinary Shares underlying Akari ADSs, as applicable) subject to the Adjusted Option is equal to the product of (i) the total number of shares of Peak Common Stock subject to such Peak Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional Akari Ordinary Shares or Akari ADSs rounded down to the nearest whole Akari Ordinary Share or Akari ADS, as applicable, and the exercise price per share of each Adjusted Option equal to the exercise price of such Peak Option immediately prior to the Effective Time divided by the Exchange Ratio.

The issuance of Akari Ordinary Shares, which are represented by Akari ADSs, in connection with the Merger were registered under the Securities Act, pursuant to a registration statement on Form S-4 (File No. 333-282127) filed by Akari with the SEC and declared effective on October 11, 2024.

The parties to the Merger Agreement have agreed that the November Private Placement satisfies the conditions set forth in Sections 7.2(e) and 7.3(e) of the Merger Agreement.

Authorized Shares

On November 7, 2024, the Company’s shareholders approved certain proposals such that the Company’s directors or any duly authorized committee of the directors be generally and unconditionally authorized to (i) allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of $14,444,680 in connection with the Merger for a period expiring (unless previously renewed, varied or revoked by resolution of Akari) at the conclusion of Akari’s annual general meeting in 2025, and (ii) allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $5,546,667 for a period expiring (unless otherwise renewed, varied or revoked by the Company at a general meeting) on November 6, 2029.

2023 Equity Incentive Plan

On November 7, 2024, the Company’s shareholders approved an increase in the number of shares available for the grant of awards under the 2023 Plan by 7,800,000,000 Ordinary Shares to an aggregate of 8,780,000,000 Ordinary Shares, plus such additional number of ordinary shares (up to 855,637,300 ordinary shares) subject to awards granted under the 2014 Plan, to the extent such awards are forfeited, cancelled, or expire unexercised.

Agreement and Plan of Merger - Additional Information (Details)	Nov. 14, 2024 $ / shares	Sep. 30, 2024 $ / shares	Jun. 30, 2024 $ / shares	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares	Sep. 30, 2023 $ / shares	Jun. 30, 2023 $ / shares	Mar. 31, 2023 $ / shares	Dec. 31, 2020 $ / shares	Dec. 31, 2020 £ / shares
Agreement and Plan of Merger [Line Items]
Share capital, par value \| (per share)		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	£ 0.01
American Depositary Shares \| Subsequent Event
Agreement and Plan of Merger [Line Items]
Percentage of expected ownership in outstanding shares	48.40%
Akari Ordinary Shares \| Subsequent Event
Agreement and Plan of Merger [Line Items]
Share capital, par value	$ 0.0001
Merger agreement exchange ratio per ordinary share	0.2935
Peak Common Stock \| Subsequent Event
Agreement and Plan of Merger [Line Items]
Share capital, par value	$ 0.0001

Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Share Capital	Additional Paid-in Capital	Capital Redemption Reserve	Accumulated Other Comprehensive Loss	Accumulated Deficit
Balance at beginning of the year at Dec. 31, 2022	$ 1,791	$ 745	$ 167,076	$ 52,194	$ (771)	$ (217,453)
Balance at the beginning of the year (in shares) at Dec. 31, 2022		7,444,917,123
Issuance of share capital related to financing, net of issuance costs	3,502	$ 267	3,235
Issuance of share capital related to financing, net of issuance costs (in shares)		2,666,666,700
Share-based compensation	265		265
Foreign currency translation	2				2
Net Income (Loss)	1,001					1,001
Balance at the end of the year at Mar. 31, 2023	6,561	$ 1,012	170,576	52,194	(769)	(216,452)
Balance at the end of the year (in shares) at Mar. 31, 2023		10,111,583,823
Balance at beginning of the year at Dec. 31, 2022	1,791	$ 745	167,076	52,194	(771)	(217,453)
Balance at the beginning of the year (in shares) at Dec. 31, 2022		7,444,917,123
Net Income (Loss)	(5,870)
Balance at the end of the year at Sep. 30, 2023	213	$ 1,013	171,157	52,194	(828)	(223,323)
Balance at the end of the year (in shares) at Sep. 30, 2023		10,125,005,923
Balance at beginning of the year at Mar. 31, 2023	6,561	$ 1,012	170,576	52,194	(769)	(216,452)
Balance at the beginning of the year (in shares) at Mar. 31, 2023		10,111,583,823
Vesting of restricted shares	1	$ 1
Vesting of restricted shares (in shares)		10,737,700
Share-based compensation	276		276
Foreign currency translation	(57)				(57)
Net Income (Loss)	(4,000)					(4,000)
Balance at the end of the year at Jun. 30, 2023	2,781	$ 1,013	170,852	52,194	(826)	(220,452)
Balance at the end of the year (in shares) at Jun. 30, 2023		10,122,321,523
Vesting of restricted shares (in shares)		2,684,400
Share-based compensation	305		305
Foreign currency translation	(2)				(2)
Net Income (Loss)	(2,871)					(2,871)
Balance at the end of the year at Sep. 30, 2023	213	$ 1,013	171,157	52,194	(828)	(223,323)
Balance at the end of the year (in shares) at Sep. 30, 2023		10,125,005,923
Balance at beginning of the year at Dec. 31, 2023	(229)	$ 1,324	174,754	52,194	(1,040)	(227,461)
Balance at the beginning of the year (in shares) at Dec. 31, 2023		13,234,315,298
Issuance of share capital related to financing, net of issuance costs	1,664	$ 264	1,400
Issuance of share capital related to financing, net of issuance costs (in shares)		2,641,228,000
Vesting of restricted shares	3	$ 10	(7)
Vesting of restricted shares (in shares)		97,578,000
Share-based compensation	296		296
Foreign currency translation	279				279
Net Income (Loss)	(5,566)					(5,566)
Balance at the end of the year at Mar. 31, 2024	(3,553)	$ 1,598	176,443	52,194	(761)	(233,027)
Balance at the end of the year (in shares) at Mar. 31, 2024		15,973,121,298
Balance at beginning of the year at Dec. 31, 2023	(229)	$ 1,324	174,754	52,194	(1,040)	(227,461)
Balance at the beginning of the year (in shares) at Dec. 31, 2023		13,234,315,298
Net Income (Loss)	(16,019)
Balance at the end of the year at Sep. 30, 2024	(6,694)	$ 2,430	183,088	52,194	(926)	(243,480)
Balance at the end of the year (in shares) at Sep. 30, 2024		24,289,231,523
Balance at beginning of the year at Mar. 31, 2024	(3,553)	$ 1,598	176,443	52,194	(761)	(233,027)
Balance at the beginning of the year (in shares) at Mar. 31, 2024		15,973,121,298
Issuance of share capital related to financing, net of issuance costs	6,951	$ 806	6,145
Issuance of share capital related to financing, net of issuance costs (in shares)		8,059,508,000
Issuance of share capital for services		$ 9	(9)
Issuance of share capital for services (in shares)		91,396,000
Vesting of restricted shares		$ 29	(29)
Vesting of restricted shares (in shares)		285,697,400
Shares withheld for payroll taxes		$ (12)	12
Shares withheld for payroll taxes (in shares)		(120,490,000)
Share-based compensation	445		445
Foreign currency translation	12				12
Net Income (Loss)	(7,558)					(7,558)
Balance at the end of the year at Jun. 30, 2024	(3,703)	$ 2,430	183,007	52,194	(749)	(240,585)
Balance at the end of the year (in shares) at Jun. 30, 2024		24,289,232,698
Proceeds from issuance of restricted shares	26		26
Shares withheld for payroll taxes	(193)		(193)
Shares withheld for payroll taxes (in shares)		(1,175)
Share-based compensation	248		248
Foreign currency translation	(177)				(177)
Net Income (Loss)	(2,895)					(2,895)
Balance at the end of the year at Sep. 30, 2024	$ (6,694)	$ 2,430	$ 183,088	$ 52,194	$ (926)	$ (243,480)
Balance at the end of the year (in shares) at Sep. 30, 2024		24,289,231,523

Description of Business

9 Months Ended

Sep. 30, 2024

Description of Business

Description of Business

Note 1. Description of Business

Business Overview

Akari Therapeutics, Plc, (the “Company” or “Akari”) is incorporated in the United Kingdom. The Company is a biotechnology company focused on developing advanced therapies for autoimmune and inflammatory diseases involving the complement component 5 (“C5”) and leukotriene B4 (“LTB4”) pathways. The Company’s activities since inception have consisted of performing research and development activities and raising capital.

The Company is subject to a number of risks similar to those of preclinical stage companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with preclinical trials of products, dependence on third-party collaborators for research and development operations, need for marketing authorization of products, risks associated with protection of intellectual property, and competition with larger, better-capitalized companies.

To fully execute its business plan, the Company will need, among other things, to complete its research and development efforts and clinical and regulatory activities. These activities may take several years and will require significant operating and capital expenditures in the foreseeable future. There can be no assurance that these activities will be successful. If the Company is not successful in these activities it could delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities.

Merger with Peak Bio

As further described in Note 10, on November 14, 2024, the Company closed the previously announced merger with Peak Bio, Inc. (“Peak Bio”). As a result, the Company expanded its pipeline of assets spanning early and late development stages with the addition of Peak Bio’s antibody drug conjugate (“ADC”) toolkit with novel payload and linker technologies as well as the Peak Bio PHP-303 small molecule selective and reversible neutrophil elastase inhibitor. By combining chemotherapy with immunotherapy strategies, the Company aims to develop cutting-edge solutions for cancer patients.

Liquidity and Financial Condition

The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements—Going Concern, which requires management to assess the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

The Company has incurred substantial losses and negative cash flows since inception and had an accumulated deficit of $243.5 million as of September 30, 2024. The Company’s cash balance of $2.2 million as of September 30, 2024 is not sufficient to fund its operations for the one-year period after the date these condensed consolidated financial statements are issued. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development. The Company is subject to a number of risks and uncertainties similar to those of other companies of the same size within the biotechnology industry, such as uncertainty of

clinical trial outcomes, uncertainty of additional funding, and history of operating losses. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include, but are not limited to: product development financing, private placements and/or public offerings of equity and/or debt securities, and strategic research and development collaborations and/or similar arrangements. There can be no assurance that these future funding efforts will be successful.

Nasdaq Continued Listing Rules

On April 5, 2024, the Company received a letter (“Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that the Company’s shareholders’ equity as reported in its Form 10-K is no longer in compliance with the minimum shareholders’ equity requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain shareholders’ equity of at least $2.5 million (the “Shareholders’ Equity Requirement”). As reported on the Form 10-K, the Company’s shareholders’ deficit as of December 31, 2023 was approximately $0.2 million. As of September 30, 2024, the Company had a shareholders' deficit of $6.7 million and was not in compliance with the Shareholders' Equity Requirement.

In accordance with the Nasdaq Listing Rules, on May 20, 2024, the Company submitted a plan to regain compliance with the Stockholders’ Equity Requirement (the “Compliance Plan”) for the Staff’s consideration. On August 5, 2024, the Company was notified by the Staff that it has been granted an extension until September 30, 2024 to comply with the Compliance Plan and evidence compliance with the Shareholders’ Equity Requirement. On October 1, 2024, the Company received a delisting determination letter (“Delisting Determination Letter”) from the Staff notifying the Company that it did not meet the terms of an extension granted by Nasdaq to regain compliance with the Shareholders’ Equity Requirement. On October 8, 2024, the Company requested a hearing (the “Hearing”) before the Nasdaq Listing Qualifications Panel (“Panel”) to appeal the Staff’s delisting determination.

On November 18, 2024, the Company received a letter from the Nasdaq Office of General Counsel notifying the Company that the Company has regained compliance with the Shareholders’ Equity Requirement, and that the Hearing, originally scheduled for November 21, 2024, has been canceled.

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 8. Related Party Transactions

The Doctors Laboratory

The Company leases office space for its U.K. headquarters in London from The Doctors Laboratory (“TDL”) and has incurred expenses of less than $0.1 million plus Value Added Tax (“VAT”) during each of the three months ended September 30, 2024 and 2023, and approximately $0.1 million plus VAT during each of the nine months ended September 30, 2024 and 2024. David Byrne, a former non-employee director of the Company, is the Chief Executive Officer of TDL and Dr. Prudo is the non-Executive Chairman of the Board of Directors of TDL.

The Company received certain laboratory testing services for its clinical trials and other administrative services provided by TDL and incurred expenses of less than $0.1 million during each of the three months ended September 30, 2024 and 2023 and less than $0.1 million and approximately $0.1 million during each of the nine months ended September 30, 2024 and 2023, respectively.

The Company recorded payable balances owed to TDL of less than $0.1 million as of September 30, 2024 and December 31, 2023.

Interim CEO Agreement

On May 31, 2024, the Company and Dr. Patel entered into an Interim Chief Executive Officer Agreement, effective as of May 1, 2024 (the “Interim CEO Agreement”). Pursuant to the Interim CEO Agreement, Dr. Patel serves as the Company’s Interim President and Chief Executive Officer as an independent contractor on an at-will basis. The Interim CEO Agreement can be terminated by the Company immediately for any reason. As the sole compensation for services provided under the Interim CEO Agreement, Dr. Patel was to be paid $50,000 per month in the form of fully vested ordinary shares. On September 16, 2024, the Company entered into an amendment to the Interim CEO Agreement (the “Amendment”), effective July 1, 2024, to revise Dr. Patel’s compensation in connection with the services as Interim President and Chief Executive Officer. Pursuant to the Amendment, in lieu of receiving the stated monthly compensation of $50,000 in the form of fully vested ordinary shares, Dr. Patel shall be paid in the form of fully vested non-qualified stock options to purchase ordinary shares (“NQSO”), with the number of ADSs underlying each such monthly NQSOs grant to be equal to two times the number determined by dividing (i) $50,000 by (ii) the closing price of the Company's ADSs on the Nasdaq Capital Market on the last day of each month (or partial month) Dr. Patel serves as the Company’s Interim President and Chief Executive Officer.

During the three and nine months ended September 30, 2024, the Company recognized approximately $0.1 million and $0.3 million, respectively, in non-cash share-based compensation costs pursuant to the Interim CEO Agreement, as amended, pertaining to (i) NQSOs granted to Dr. Patel to purchase 87,540,000 ordinary shares at an exercise price of less than $0.01 per ordinary share with a grant date fair value of approximately $0.2 million, and (ii) 91,396,000 fully vested ordinary shares granted to Dr. Patel.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

•

Level 1 – quoted prices in active markets for identical assets and liabilities.

•

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Prepaid expenses – Payments made prior to the receipt of goods or services are capitalized until the goods or services are received.

Other current assets – Other current assets as of September 30, 2024 and December 31, 2023 were principally comprised of Value Added Tax (“VAT”) receivables.

realize these future tax benefits. As of September 30, 2024 and December 31, 2023, the Company had no uncertain tax positions.


	As of September 30,
	2024		2023
Stock options		507,014,688		680,112,400
Restricted stock units		251,823,915		418,580,700
Warrants		11,562,653,300		4,155,347,500
Convertible notes		1,257,860,000		—
Total		13,579,351,903		5,254,040,600

Recently Issued (Not Yet Adopted) Accounting Pronouncements