© Reuters.
In a strategic move, Akari Therapeutics (NASDAQ: NASDAQ:) has announced today a private placement agreement with select current investors, aiming to raise approximately $1.615 million. The transaction involves the sale of unregistered American Depository Shares (ADSs), with each ADS representing 2,000 of the company’s ordinary shares.
The pricing of these ADSs is set to be the lower of two figures: $1.57, which is 70% of the official closing price on the Nasdaq on March 4, 2024, or 70% of the volume-weighted average price of the ADSs on Nasdaq for the 15 calendar days following the announcement of Akari’s definitive merger agreement with Peak Bio, Inc., and Pegasus Merger Sub, Inc. However, the pricing is subject to a minimum of $1.12.
This private placement is anticipated to close around March 21, 2024, contingent upon the fulfillment of standard closing conditions. The company has also agreed to pay Paulson Investment Company, LLC a cash fee equal to 10% of the aggregate purchase price for the ADSs sold, in addition to issuing Paulson warrants exercisable to purchase 10% of the total number of ADSs placed in the private placement.
These warrants will be valid for five years from the pricing of the private placement, include cashless exercise provisions, and have an exercise price of 125% of the offering price per ADS in the private placement.
Furthermore, Akari Therapeutics has committed to filing a registration statement on Form S-3 with the Securities and Exchange Commission by no later than March 31, 2024. This filing will facilitate the resale of the ADSs acquired under the Purchase Agreement.
The securities to be issued under the Purchase Agreement are being offered based on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D.
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