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SEC Comment Letter for Akari Therapeutics Plc (AKTX) (CIK 0001541157) (AKTX) — Dec 20, 2018

Akari Therapeutics Plc (AKTX) (CIK 0001541157)
Date: Dec. 20, 2018 · CIK: 0001541157 · Accession: 0000000000-18-038742

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Reasoning

File numbers found in text: 333-227752

Date
December 19, 2018
Author
Clive Richardson
Form
UPLOAD
Company
Akari Therapeutics Plc (AKTX) (CIK 0001541157)

Letter

December 19, 2018 Clive Richardson Interim Chief Executive Officer Akari Therapeutics Plc 75/76 Wimpole Street London W1G 9RT United Kingdom Re:Akari Therapeutics Plc Registration Statement on Form F-1 Response dated December 6, 2018 File No. 333-227752 Dear Mr. Richardson: We have reviewed your December 6, 2018 response to our comment letter and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 25, 2018 letter. Form F-1 Filed October 9, 2018 General 1.We refer to parts A and C.4 of your response to prior comment 1 and note that your registration of 5 million ADS represents approximately 67% of your ADS currently outstanding and held by non-affiliates. Given the size of the offering, we cannot agree that this transaction can be made on a secondary basis in reliance on Rule 415(a)(1)(i). Accordingly, please revise the Form S-1 to indicate that the offering will be made at a fixed price or advise.

FirstName LastNameClive Richardson Comapany NameAkari Therapeutics Plc December 19, 2018 Page 2 FirstName LastName Clive Richardson Akari Therapeutics Plc December 19, 2018 Page 2 You may contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Heidi Steele, Esq.

Show Raw Text
December 19, 2018
Clive Richardson
Interim Chief Executive Officer
Akari Therapeutics Plc
75/76 Wimpole Street
London W1G 9RT
United Kingdom
Re:Akari Therapeutics Plc
Registration Statement on Form F-1
Response dated December 6, 2018
File No. 333-227752
Dear Mr. Richardson:
            We have reviewed your December 6, 2018 response to our comment letter and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 25, 2018 letter.
Form F-1 Filed October 9, 2018
General
1.We refer to parts A and C.4 of your response to prior comment 1 and note that your
registration of 5 million ADS represents approximately 67% of your ADS currently
outstanding and held by non-affiliates.  Given the size of the offering, we cannot agree
that this transaction can be made on a secondary basis in reliance on Rule 415(a)(1)(i).
Accordingly, please revise the Form S-1 to indicate that the offering will be made at a
fixed price or advise.

 FirstName LastNameClive Richardson
 Comapany NameAkari Therapeutics Plc
 December 19, 2018 Page 2
 FirstName LastName
Clive Richardson
Akari Therapeutics Plc
December 19, 2018
Page 2
            You may contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Heidi Steele, Esq.