SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2023 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2023, between Akari Therapeutics, Plc, a public company with limited liability incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES B WARRANT to purchase ordinary shares represented by american depositary sharesAkari Therapeutics PLC • September 14th, 2022 • Pharmaceutical preparations
THIS SERIES B WARRANT to purchase ordinary shares represented by American depositary shares (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akari Therapeutics, Plc, a public limited company formed under the laws of England and Wales (the “Company”), up to ______ ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by ______ American Depository Shares (“ADSs,” each ADS representing one hundred (100) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant sha
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2013 • Celsus Therapeutics Plc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2013, is by and among Celsus Therapeutics Plc, a public limited company formed under the laws of England and Wales (the “Company”), and each investor identified on the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).
DEPOSIT AGREEMENT by and among MORRIA BIOPHARMACEUTICALS PLC AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated...Deposit Agreement • June 28th, 2012 • Morria Biopharmaceuticals PLC • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2013 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2013, is by and among Morria Biopharmaceuticals PLC, a public limited company formed under the laws of England and Wales (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2024 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2024 between Akari Therapeutics, Plc, a public company with limited liability incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2020 • Akari Therapeutics PLC • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2020, by and between AKARI THERAPEUTICS, PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2021 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2021, between Akari Therapeutics, PLC, a public company with limited liability incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES AKARI THERAPEUTICS, PLC.Akari Therapeutics PLC • January 4th, 2022 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 4, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 4, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akari Therapeutics, Plc., a public company with limited liability incorporated under the laws of England and Wales (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by ________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2017 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
SECURITY AGREEMENTSecurity Agreement • September 27th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 4, 2012, is made by and among the grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
Celsus Therapeutics PLC [_________] American Depositary Shares Representing [________] Ordinary Shares (Nominal Value ₤0.01 Per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2014 • Celsus Therapeutics Plc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2019 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2019, between Akari Therapeutics PLC, a public company with limited liability incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2013 • Celsus Therapeutics Plc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 19, 2013, is by and among Celsus Therapeutics Plc, a public limited company formed under the laws of England and Wales (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2024 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 29, 2024 between Akari Therapeutics, Plc, a public company with limited liability incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractAkari Therapeutics PLC • June 4th, 2024 • Pharmaceutical preparations
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY AND DEPOSITARY HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT W
EXECUTIVE SERVICE AGREEMENT MORRIA BIOPHARMACEUTICALS PLC and Yuval CohenExecutive Service Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations
For the purposes of ERA 1996, the Executive authorises the Company to deduct from his remuneration under this agreement any sums due from him to the Company including, but not limited to, any overpayments of Salary, loans or advances made to him by the Company, any fines incurred by the Executive and paid by the Company, any unauthorised expenses, the cost of repairing any damage or loss to the Company’s property caused by him and any losses suffered by the Company as a result of any negligence or breach of duty by the Executive.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2020 • Akari Therapeutics PLC • Pharmaceutical preparations • Illinois
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2020, by and between AKARI THERAPEUTICS, PLC, a public limited company (with registered number 5252842) incorporated under the laws of England and Wales (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
AGREEMENT AND PLAN OF MERGER BY AND AmONG AKARI THERAPEUTICS, PLC, PEGASUS MERGER SUB, INC. AND PEAK BIO, INC. Dated as of March 4, 2024Agreement and Plan of Merger • March 5th, 2024 • Akari Therapeutics PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 4, 2024, is among Akari Therapeutics, Plc (“Parent”), a public company limited by shares incorporated in England and Wales, Pegasus Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Parent, and Peak Bio, Inc. (the “Company”), a Delaware corporation.
EXECUTIVE SERVICE AGREEMENT MORRIA BIOPHARMACEUTICALS PLC and Gur RoshwalbExecutive Service Agreement • March 22nd, 2013 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONMorria Biopharmaceuticals PLC • April 10th, 2013 • Pharmaceutical preparations
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 5th, 2024 • Akari Therapeutics PLC • Pharmaceutical preparations
This Voting and Support Agreement (this “Agreement”) is made and entered into as of [●], 2024 (the “Agreement Date”), by and among Peak Bio, Inc. (the “Company”), a Delaware corporation and [SHAREHOLDER] (the “Shareholder”). Each of the Company and the Shareholder are sometimes referred to as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).
STOCK OPTION AGREEMENT United States Participants (ISO/NSO)Stock Option Agreement • October 12th, 2022 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
AGREEMENT made as of the date of the grant set forth in Exhibit A (the “Effective Date”) by and between Akari Therapeutics, Plc, a company formed under the laws of England and Wales, and having a place of business at 1460 Broadway, 16th Floor, New York, NY 10036 (the “Company”) and the individual whose name and address appears under his or her signature below (the “Participant”).
EXECUTIVE EMPLOYMENT AGREEMENTSolicitation Agreement • September 22nd, 2015 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”), made and entered into this 21st day of September, 2015 by and between Akari Therapeutics PLC, a company organizaed under the law of England and Wales (the “Company”), and Gur Roshwalb (“Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 5th, 2024 • Akari Therapeutics PLC • Pharmaceutical preparations
This Voting and Support Agreement (this “Agreement”) is made and entered into as of [●], 2024 (the “Agreement Date”), by and among Akari Therapeutics, Plc, a public company limited by shares incorporated in England and Wales (“Parent”), and [Stockholder] (the “Stockholder”). Each of Parent and the Stockholder are sometimes referred to as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).
STOCK OPTION AGREEMENT United States Participants (ISO/NSO)Stock Option Agreement • March 29th, 2024 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
AGREEMENT made as of the date of the grant set forth in Exhibit A (the “Effective Date”) by and between Akari Therapeutics, Plc, a company formed under the laws of England and Wales, and having a place of business at 22 Boston Wharf Road, Floor 7, Boston, MA 02210, USA (the “Company”) and the individual whose name and address appears under his or her signature below (the “Participant”).
GUARANTYGuaranty • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
This Guaranty (the “Guaranty”) is made this 4th day of April 2012, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement (as defined herein) (each, individually, a “Buyer” and together with their respective successors, assigns, endorsees and transferees, the “Buyers”).
Pre-Funded Warrant to purchase ordinary shares represented by american depositary shares AKARI THERAPEUTICS, PLCAkari Therapeutics PLC • September 21st, 2023 • Pharmaceutical preparations
THIS Pre-Funded WARRANT to purchase ordinary shares represented by American depositary shares (the “Warrant”) certifies that, for value received, [●] or [its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akari Therapeutics, Plc, a public limited company formed under the laws of England and Wales (the “Company”), up to [●] ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depository Shares (“ADSs”, each ADS representing 2,000 Ordinary Shares, and the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as
ContractMorria Biopharmaceuticals PLC • June 28th, 2012
Yissum Research Development Company of the Hebrew University of Jerusalem HI Tech Park, Edmond J. Safra Campus Givat Ram, PO Box 3S13S Jerusalem 91390, Israel
AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 9th, 2024 • Akari Therapeutics PLC • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) is entered into as of April 26, 2024 (“Effective Date”) by and between Board Advantage LLC, with an address of 948 Drovers Lane, Chester Springs, PA 19425 (“Consultant”), and Akari Therapeutics, Inc. located at 22 Boston Wharf Road, Fl 7, Boston, MA 02210 (“Akari”), and amends the Consulting Services Agreement dated January 15, 2024 between Akari and Consultant. Consultant and Akari are each referred to individually as a “Party” and together as the “Parties.” Capitalized terms shall have the meanings ascribed in the Agreement unless otherwise noted herein.
AMENDMENT NO 1 To EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Akari Therapeutics PLC • Pharmaceutical preparations
EXECUTIVE EMPLOYMENT AGREEMENTSolicitation Agreement • July 1st, 2020 • Akari Therapeutics PLC • Pharmaceutical preparations • New York
This Employment Agreement (the "Agreement"), made and entered into this 30th day of June, 2020 by and between Akari Therapeutics PLC, a company organized under the law of England and Wales (the “Company”) and Torsten Hombeck (“Executive”).
Yissum Research Development Company of the Hebrew University of Jerusalem Edmond Safra Campus, Givat Ram, POB 39135 Jerusalem 91390 IsraelMorria Biopharmaceuticals PLC • June 28th, 2012
We do hereby refer to the Agreement for the Rendering of Services dated as of June 20, 2005 (the "Service Agreement") and the extension thereto dated as of June 2006 ("Extension of Agreement for Rendering of Services") (jointly with the Services Agreement, the "Extended Service Agreement") and the License Agreement dated November 27th, 2002 (the "License Agreement") all executed by and between Yissum Research Development Company of the Hebrew University of Jerusalem ("Yissum") and Morria Biopharmaceuticals, Inc. (the "Company").
first amendment to EXECUTIVE EMPLOYMENT AGREEMEntEmployment Agreement • September 15th, 2017 • Akari Therapeutics PLC • Pharmaceutical preparations
AMENDMENT NO 2 To EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2017 • Akari Therapeutics PLC • Pharmaceutical preparations
