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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2026, Akari Therapeutics, Plc (the “Company”), entered into an amendment (the “CEO Agreement Amendment”), to its Chief Executive Officer Agreement, dated as of March 14, 2025, with Abizer Gaslightwala, the Company’s Chief Executive Officer (the “CEO Agreement”), which amended the CEO Agreement to provide for the following:
| ● | an increase in Mr. Gaslightwala’s annual base salary from $475,000 to $625,000, effective as of August 18, 2026, of which 10%, or $62,500 in the aggregate, will be delivered in the form of restricted stock units under the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) in lieu of cash during the 12-month period beginning August 18, 2026, which RSU were granted on the date of the CEO Agreement Amendment, valued based on fair market value on the grant date and will vest in four equal quarterly installments on November 18, 2026, February 18, 2027, May 18, 2027 and August 18, 2027, subject to (i) adjustment for any installment scheduled to vest before the grant date and (ii) approval by the Company’s shareholders of an amendment to the 2023 Plan to increase the number of the Company’s American Depositary Shares (“ADSs”) reserved for issuance thereunder; provided that if such shareholder approval is not obtained, the RSUs will be foreited and cancelled, and the Company will make adjustment payments to ensure that Mr. Gaslightwala receives his full base salary for the applicable period. | |
| ● | an increase in Mr. Gaslightwala’s target annual bonus opportunity from 50% of base salary to 55% of base salary, resulting in target annual base salary and bonus compensation of approximately $970,000; and | |
| ● | a grant of options to purchase 174,000 ADSs under the 2023 Plan as of August 18, 2026, vesting in equal monthly installments over four years, with vesting deemed to have commenced on March 18, 2026, subject to approval by the Company’s shareholders of an amendment to the 2023 Plan to increase the number of ADSs reserved for issuance thereunder. |
The foregoing description of the CEO Agreement Amendment is only a summary and is qualified in its entirety by the full text of the CEO Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1† | Amendment to Chief Executive Officer Agreement, dated as of September 29, 2026, by and between the Company and Abizer Gaslightwala. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| † | Indicates management contract or compensatory arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Akari Therapeutics, Plc | ||
| Date: October 1, 2026 | By: | /s/ Kameel Farag |
| Kameel Farag | ||
| Interim Chief Financial Officer | ||