On September 27, 2018 Akari Therapeutics, Plc ("Akari" or the "Company") (NASDAQ:AKTX), a biopharmaceutical company focused on the development and commercialization of innovative therapeutics to treat orphan autoimmune and inflammatory diseases where complement and or leukotriene systems are implicated, reported that it has entered into a Securities Purchase Agreement (the "Agreement") of up to $20 million with Aspire Capital Fund, LLC ("Aspire Capital") (Press release, Akari Therapeutics, SEP 27, 2018, View Source [SID1234529899]). Under the terms of the Agreement, Aspire Capital has committed to purchase up to $20 million of Akari’s American Depositary Shares ("ADSs") at Akari’s request from time to time during a 30-month period beginning on the effective date of a registration statement related to the transaction, and at prices based on the market price at the time of each sale. There are no warrants, derivatives, or other share classes associated with the Agreement. Akari will control the timing and amount of all sales of its ADSs to Aspire Capital.
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"This transaction provides Akari with efficient and opportunistic access to up to $20 million of equity funding to advance the company through key clinical milestones," said Clive Richardson, [interim] CEO of Akari Therapeutics. "These funds are expected to allow Akari to complete three Phase II trials studies and on the basis of this data initiate potential pivotal trials in Bullous pemphigoid (BP), Atopic keratoconjunctivitis (AKC) and thrombotic microangiopathies (TMA). In addition, Akari will continue to develop Coversin for treatment of patients with paroxysmal nocturnal haemoglobinuria (PNH)."
Proceeds are intended to be used by Akari for general corporate purposes, including research and development, clinical trial activity and working capital. There are no restrictions on future financings and there are no financial covenants, participation rights, rights of first refusal, or penalties in the Agreement. Akari has the right to terminate the Agreement at any time, at its discretion, without any additional cost or penalty.
As consideration for Aspire Capital’s obligation under the Agreement, Akari issued 30,000,000 ordinary shares at $0.02 per ordinary share (equivalent to $2.00 per ADS) to Aspire Capital as a commitment fee and sold to Aspire Capital 25,000,000 ordinary shares at $0.02 per share (equivalent to $2.00 per ADS). Akari also entered into a Registration Rights Agreement with Aspire Capital in connection with its entry into the Agreement. Additional detail regarding the Agreement and the related Registration Rights Agreement is set forth in Akari’s Report on Form 6-K filed today with the SEC.
This press release does not constitute an offer to sell or the solicitation of any offer to purchase any securities. The securities referenced in this press release have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.