SEC Filing | Akari Therapeutics

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Aspire Capital Fund, LLC 27-1406279

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

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SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Akari Therapeutics, Plc

(Name of Issuer)

Ordinary Shares, par value £0.01 per share

(Title of Class of Securities)

00972G108

(CUSIP Number)

July 1, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 00972G108		13G		Page 2 of 15 Pages

(1)

The securities include (i) 642,820,000 ordinary shares, par value £0.01 per share (the “Ordinary Shares”) of Akari Therapeutics, Plc (the “Issuer”) represented by 6,428,200 American Depositary Shares (“ADSs”) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding Ordinary Shares.

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 3 of 15 Pages

(1)

The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (“ADSs”) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding Ordinary Shares.

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 4 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 5 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 6 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 7 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 8 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 9 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 10 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 11 of 15 Pages

(1)

(2)	Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020.


CUSIP No. 00972G108		13G		Page 12 of 15 Pages

Item 1.

(a)

Name of Issuer

Akari Therapeutics, PLC (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

75/76 Wimpole Street, London W1G 9RT, United Kingdom

Item 2.

(a)

Name of Person Filing

Aspire Capital Fund, LLC (“Aspire Fund”)

Aspire Capital Partners, LLC (“Aspire Partners”)

SGM Holdings Corp. (“SGM”)

Red Cedar Capital Corp. (“Red Cedar”)

Chrisko Investors, Inc. (“Chrisko”)

WML Ventures Corp. (“WML Ventures”)

Steven G. Martin (“Mr. Martin”)

Erik J. Brown (“Mr. Brown”)

Christos Komissopoulos (“Mr. Komissopoulos”)

William F. Blank, III (“Mr. Blank”)

(b)

Address of the Principal Office or, if none, residence

The address of the principal business office of each of Aspire Fund, Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank is:

155 N. Wacker Drive, Suite 1600, Chicago, Illinois 60606

(c)

Citizenship

Aspire Fund – Illinois

Aspire Partners – Illinois

SGM – Illinois

Red Cedar – Illinois

Chrisko – Illinois

WML Ventures – Illinois

Mr. Martin – United States

Mr. Brown – United States

Mr. Komissopoulos – United States

Mr. Blank – United States

(d)

Title of Class of Securities

Ordinary Shares, par value £0.01 per share (“Ordinary Shares”).

(e)

CUSIP Number

00972G108


CUSIP No. 00972G108		13G		Page 13 of 15 Pages

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


Reporting person	Amount beneficially owned:		Percent of class:			Sole power to vote or direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Aspire Capital Fund, LLC		673,580,900		19.89	%		0		673,580,900		0		673,580,900
Aspire Capital Partners, LLC		673,580,900		19.89	%		0		673,580,900		0		673,580,900
SGM Holdings Corp.		673,580,900		19.89	%		0		673,580,900		0		673,580,900
Red Cedar Capital Corp.		673,580,900		19.89	%		0		673,580,900		0		673,580,900
Chrisko Investors, Inc.		673,580,900		19.89	%		0		673,580,900		0		673,580,900
WML Ventures		673,580,900		19.89	%		0		673,580,900		0		673,580,900
Steven G. Martin		673,580,900		19.89	%		0		673,580,900		0		673,580,900
Erik J. Brown		673,580,900		19.89	%		0		673,580,900		0		673,580,900
Christos Komissopoulos		673,580,900		19.89	%		0		673,580,900		0		673,580,900
William F. Blank, III		673,580,900		19.89	%		0		673,580,900		0		673,580,900

Aspire Fund may be deemed the beneficial owner of 642,820,000 Ordinary Shares, consisting of (i) 642,820,000 Ordinary Shares of the Issuer represented by 6,428,200 American Depositary Shares and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding Ordinary Shares.

Aspire Partners is the Managing Member of Aspire Fund. SGM is the Managing Member of Aspire Partners. Mr. Martin the president and sole shareholder of SGM, as well as a principal of Aspire Partners. Mr. Brown is the president and sole shareholder of Red Cedar, which is a principal of Aspire Partners. Mr. Komissopoulos is president and sole shareholder of Chrisko, which is a principal of Aspire Partners. Mr. Blank is the president and sole shareholder of WML Ventures, which is a principal of Aspire Partners.

Pursuant to Section 13(d) of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank may be deemed to be a beneficial owner of the Shares held by Aspire Fund.

Pursuant to Rule 13d-4 of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank disclaims beneficial ownership of the Shares held by Aspire Fund.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.


CUSIP No. 00972G108		13G		Page 14 of 15 Pages

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of a Group.

Not applicable.


CUSIP No. 00972G108		13G		Page 15 of 15 Pages

Item 10. Certification.

Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 2, 2020


ASPIRE CAPITAL FUND, LLC BY: ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP.		ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP.

By:	/s/ Steven G. Martin	By:	/s/ Steven G. Martin
Name:	Steven G. Martin	Name:	Steven G. Martin
Title:	President	Title:	President

SGM HOLDINGS CORP.		RED CEDAR CAPITAL CORP.

By:	/s/ Steven G. Martin	By:	/s/ Erik J. Brown
Name:	Steven G. Martin	Name:	Erik J. Brown
Title:	President	Title:	President

CHRISKO INVESTORS, INC.		WML VENTURES CORP.

By:	/s/ Christos Komissopoulos	By:	/s/ William F. Blank III
Name:	Christos Komissopoulos	Name:	William F. Blank III
Title:	President	Title:	President

STEVEN G. MARTIN		ERIK J. BROWN

/s/ Steven G. Martin		/s/ Erik J. Brown

CHRISTOS KOMISSOPOULOS		WILLIAM F. BLANK III

/s/ Christos Komissopoulos		/s/ William F. Blank III

EXHIBIT INDEX

Exhibit Number

Exhibit Description

99.1

99.2

Joint Filing Agreement

Power of Attorney

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the shares of Ordinary Shares, par value £0.01 per share, of Akari Therapeutics, Plc, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of July 2, 2020.


ASPIRE CAPITAL FUND, LLC BY: ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP.		ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP.

By:	/s/ Steven G. Martin	By:	/s/ Steven G. Martin
Name:	Steven G. Martin	Name:	Steven G. Martin
Title:	President	Title:	President

SGM HOLDINGS CORP.		RED CEDAR CAPITAL CORP.

By:	/s/ Steven G. Martin	By:	/s/ Erik J. Brown
Name:	Steven G. Martin	Name:	Erik J. Brown
Title:	President	Title:	President

CHRISKO INVESTORS, INC.		WML VENTURES CORP.

By:	/s/ Christos Komissopoulos	By:	/s/ William F. Blank III
Name:	Christos Komissopoulos	Name:	William F. Blank III
Title:	President	Title:	President

STEVEN G. MARTIN		ERIK J. BROWN

/s/ Steven G. Martin		/s/ Erik J. Brown

CHRISTOS KOMISSOPOULOS		WILLIAM F. BLANK III

/s/ Christos Komissopoulos		/s/ William F. Blank III

EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Cesar Bystrom and David Manshardt of Morrison & Foerster LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned statements on Schedule 13D or Schedule 13G, and Forms ID, 3,4 and 5, in accordance with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statement on Schedule 13D or Schedule 13G, or Form ID, 3, 4 or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts’ discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements on Schedule 13D or Schedule 13G, or Form ID, 3, 4 and 5, with respect to the undersigned’s holdings of and transactions in securities issued by Akari Therapeutics, Plc, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 2, 2020.

Aspire Capital Fund LLC

By: Aspire Capital Partners, LLC

By: SGM Holdings Corp.

/s/ Steven G. Martin

Name: Steven G. Martin

Title: President