Announcement • Nov 15

Akari Therapeutics, Plc (NasdaqCM:AKTX) completed the acquisition of Peak Bio, Inc. (OTCPK:PKBO) from Pranabio Investments, Llc and others.

Akari Therapeutics, Plc (NasdaqCM:AKTX) entered into a definitive agreement to acquire Peak Bio, Inc. (OTCPK:PKBO) from Pranabio Investments, Llc and others for $22.6 million on March 4, 2024. The Exchange Ratio will be calculated such that the total number of shares of Akari ADSs to be issued as merger consideration for the Peak Common Stock will be expected to be, upon issuance, approximately 50% of the outstanding shares of Akari American Depositary Shares. The Merger Agreement provides that, under certain circumstances, additional Akari ADSs may be issued to the holders of shares of Peak Common Stock following the consummation of the Merger equal to an exchange ratio calculated in accordance with the Merger Agreement. The Merger Agreement also provides that under certain specified circumstances of termination, Akari or Peak Bio, as applicable, will be required to pay a termination fee equal to $300,000 and reimburse the other party for expenses related to the transaction up to $1.5 million. The aggregate per share merger consideration to be received by the Peak Bio stockholders would be equal to $22.6 million as of the date of the merger agreement. Consummation of the Merger is subject to various conditions, including, among others, (i) approval of the Merger Agreement and Merger by Peak Bio stockholders, (ii) Akari’s shareholders authorizing Akari’s board of directors to allot all Akari ordinary shares to be issued in connection with the Merger, (iii) the absence of any law or order prohibiting consummation of the Merger, (iv) Akari’s Registration Statement on Form S-4 (to be issued in connection with the Merger) having been declared effective, (v) the Akari ADSs issuable to Peak Bio stockholders having been authorized for listing on Nasdaq, (vi) accuracy of the other party’s representations and warranties, (vii) compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement; (viii) the absence of a material adverse effect on the other party, (ix) the other party’s net cash being greater than negative $13,500,000 and (x) the PIPE Investment shall have been consummated simultaneously with, and conditioned only upon, the occurrence of the closing, and shall result in net proceeds to Akari of at least $10,000,000. The board of directors of each of Akari and Peak has unanimously approved the Merger Agreement and the transactions contemplated thereby. The transaction is expected to close late in the second quarter of 2024. As of May 1, 2024, Akari Therapeutics, Plc announced leadership changes, including the appointment of experienced life sciences entrepreneur Samir R. Patel, M.D. as interim CEO and the transaction is expected to close by the third quarter of the year 2024. Akari Therapeutics and Peak Bio Inc. announced completion of a joint portfolio prioritization review pursuant to which the combined entity, following completion of the previously announced merger of Akari and Peak, will focus on Peak’s ADC platform technology and Akari’s PAS-nomacopan Geographic Atrophy (GA) program. As per filling on November 7, 2024, Peak Bio shareholders have approved the transaction. As of September 13, 2024 the transaction is expected to be completed in the fourth quarter of 2024. As of October 11, 2024, merger allowing the Company to definitively schedule the General Meeting to be held in relation to the merger on November 7, 2024. As per filling on November 7, 2024, the transaction is expected to official close on November 13, 2024. As of November 7, 2024, Akari's shareholders approves the deal. Rachael Bushey, Jennifer Porter and Laura Gulick of Goodwin Procter LLP is serving as legal advisor to Akari and Andrew P. Gilbert, Scott A. Cowan and Jeffrey Scharfstein of DLA Piper LLP is serving as legal advisor to Peak Bio. Advantage Proxy, Inc. acted as information agent to Peak Bio and will pay a fee of $6,000 for such services, Continental Stock Transfer & Trust Company acted as transfer agent to Peak Bio. Locust Walk Securities LLC acted as financial advisor to Akari Therapeutics. Akari paid LW Securities a fee of $250,000. River Corporate Advisors acted as financial advisor to Peak Bio. Peak Bio paid RCA a fee of $65,000. Akari Therapeutics, Plc (NasdaqCM:AKTX) completed the acquisition of Peak Bio, Inc. (OTCPK:PKBO) from Pranabio Investments, Llc and others on November 14, 2024. The registration statement was declared effective on October 11, 2024. Upon completion, Peak Bio will operate as a wholly-owned subsidiary of Akari. Each issued and outstanding share of Peak Bio was converted into the right to receive Akari American Depositary Shares (“Akari ADSs”) representing a number of Akari ordinary shares, par value $0.0001 per share (the “Akari Ordinary Shares”) equal to 0.2935 representing the aggregate purchase consideration of $22.6 million. 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 48.40% of the outstanding shares of Akari on a fully diluted basis.

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