425: Akari Therapeutics Announces SEC Effectiveness of S-4 Filing and Sets General Meeting Date for Peak Bio Merger

Akari Therapeutics announces the SEC's declaration of effectiveness for its Form S-4 related to the Peak Bio merger and schedules a General Meeting for shareholder approval on November 7, 2024.

Summary

• Akari Therapeutics, Plc (Nasdaq: AKTX) announced that the SEC has declared effective its Form S-4 filing related to the proposed merger with Peak Bio, Inc.
• The Form S-4 was originally filed on September 13, 2024, and declared effective on October 11, 2024.
• A General Meeting will be held on November 7, 2024, at 9:00 a.m. Eastern Time at the company's London offices to seek shareholder approval for the merger.
• The merger agreement, announced on March 5, 2024, involves an all-stock transaction where Peak Bio stockholders will receive Akari ordinary shares.
• Upon closing, Akari shareholders and Peak Bio stockholders are expected to have approximately 50% equity ownership each in the combined company on a fully diluted basis, subject to adjustments based on net cash.
• The combined entity will operate as Akari Therapeutics, Plc and is expected to continue trading on the Nasdaq Capital Market as AKTX.
• The transaction is expected to close in the fourth quarter of this year, pending customary closing conditions and shareholder approvals.
• Akari's Interim President & CEO, Samir Patel, MD, expressed excitement about the merger and the focus on Antibody Drug Conjugate (ADC) and Geography Atrophy (GA) platforms.
• The company believes the merger will help remedy its Nasdaq shareholder deficiency matter, pending shareholder approval.

Sentiment

Score: 7

Explanation: The announcement is positive as it indicates progress towards the merger, but there are inherent risks associated with mergers and the biotech industry.

Positives

• The SEC's effectiveness declaration of the Form S-4 is a key step towards completing the merger.
• The scheduled General Meeting provides a clear timeline for shareholder approval.
• The merger is expected to create a combined entity with a stronger focus on ADC and GA platforms.
• The company anticipates resolving its Nasdaq shareholder deficiency matter upon closing of the merger.

Risks

• The merger is subject to shareholder approval and customary closing conditions.
• The anticipated benefits of the merger may not be realized in the expected timeframe or at all.
• The company faces risks related to potential delays or failures in research and development programs.
• The company faces risks related to competition for Akari's or Peak Bio's product candidates.
• The company faces risks related to changes in governmental laws and related interpretation thereof, including on reimbursement, intellectual property protection and regulatory controls on testing, approval, manufacturing, development or commercialization of any of Akari's or Peak Bio's product candidates.
• The company faces risks and uncertainties related to epidemics, pandemics or other public health crises and their impact on Akari's and Peak Bio's respective businesses, operations, supply chain, patient enrollment and retention, preclinical and clinical trials, strategy, goals and anticipated milestones.

Future Outlook

The merger is expected to close in the fourth quarter of this year, subject to customary closing conditions and shareholder approvals. The combined entity will focus on ADC and GA platforms.

Management Comments

• I am so excited to be in the homestretch related to the merger of our two companies, said Samir Patel, MD, Akaris Interim President & CEO.
• With the support of our shareholders at the General Meeting, we will finally be able to execute against the strategy for the combined entity, with renewed focus on the Antibody Drug Conjugate (ADC) and Geography Atrophy (GA) platforms.
• In addition, pending shareholder approval, upon close of the merger and based on our current calculations, we believe we will be able to remedy our Nasdaq shareholder deficiency matter.

Industry Context

The merger reflects a trend in the biotech industry towards consolidation to strengthen pipelines and address financial challenges. Akari's focus on autoimmune and inflammatory diseases, combined with Peak Bio's oncology and inflammation assets, creates a broader therapeutic portfolio.

Stakeholder Impact

• Shareholders of both Akari and Peak Bio will be impacted by the merger, with changes in equity ownership.
• Employees of both companies may experience changes related to the integration of the two organizations.
• The combined entity aims to develop advanced therapies for autoimmune, inflammatory diseases, oncology and inflammation, potentially benefiting patients.

Next Steps

• Shareholder vote at the General Meeting on November 7, 2024.
• Satisfaction of customary closing conditions.
• Closing of the merger in the fourth quarter of this year.
• Execution of the combined entity's strategy, focusing on ADC and GA platforms.

Key Dates