| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PKBO | Common Stock | Conversion of derivative security | +4,574,661 | 4,574,661 | 14 Nov 2024 | Direct | F1, F2 | |||
| transaction | PKBO | Common Stock | Disposed to Issuer | -4,574,661 | -100% | 0 | 14 Nov 2024 | Direct | F1, F3 | ||
| transaction | PKBO | Common Stock | Disposed to Issuer | -8,382,742 | -100% | 0 | 14 Nov 2024 | Direct | F1, F3 | ||
| transaction | PKBO | Common Stock | Disposed to Issuer | -372,940 | -100% | 0 | 14 Nov 2024 | See footnote | F1, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PKBO | Convertible Notes | Conversion of derivative security | $2,130,775 | 0 | 14 Nov 2024 | Common Stock | 4,574,661 | Direct | F1, F2 | ||||
| transaction | PKBO | Warrant (Right to Purchase) | Disposed to Issuer | -176,292 | -100% | 0 | 14 Nov 2024 | Common Stock | 176,292 | $0.6000 | Direct | F1, F5 | ||
| transaction | PKBO | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -1,200,000 | -100% | $0.000000 | 0 | 14 Nov 2024 | Common Stock | 1,200,000 | $0.8000 | Direct | F1, F6 |
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities transacted pursuant to the terms of the Agreement and Plan of Merger, dated as of March 4, 2024, as amended (the "Merger Agreement"), by and among the Issuer, Akari Therapeutics Plc ("Parent"), and Pegasus Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of November 14, 2024, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). |
| F2 | Immediately prior to the effective time of the Merger (the "Effective Time"), the principal amount of convertible promissory notes held by the Reporting Person (together with accrued interest thereon) automatically converted into shares of common stock of the Issuer ("Peak Common Stock"). |
| F3 | At the Effective Time, each issued and outstanding share of Peak Common Stock was cancelled and converted into the right to receive 0.2935 (the "Exchange Ratio") American Depositary Shares ("ADSs") of Parent, each ADS representing a number of ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Parent. |
| F4 | The securities are held by Hannol Ventures LLC. The Reporting Person is sole member of the LLC. |
| F5 | At the Effective Time, each warrant to purchase capital stock of the Issuer (each, a "Peak Warrant") outstanding immediately prior to the Effective Time was converted into warrants to purchase a number of Ordinary Shares or ADSs (the "Assumed Warrants"), exercisable for a number of ADSs equal to the number of shares of Peak Common Stock underlying such Peak Warrant multiplied by the Exchange Ratio, and the exercise price with respect to such Assumed Warrants shall be equal to the exercise price of such Peak Warrant divided by the Exchange Ratio. |
| F6 | At the Effective Time, each option to purchase shares of Peak Common Stock ("Peak Option") that was outstanding immediately prior to the Effective Time and unexercised, whether or not vested, was assumed by Parent and converted into the option to purchase a number of Ordinary Shares or ADSs (any such option, an "Assumed Option") equal to the number of Peak Common Stock underlying each such Peak Option multiplied by the Exchange Ratio. |