Akari Therapeutics Plc Stock Compensation Disclosure
2023 Equity Incentive Plan
On June 30, 2023, the Company’s shareholders approved the 2023 Equity Incentive Plan (the “2023 Plan”), which provides for the grant of stock options, both incentive stock options and nonqualified stock options, stock, with and without vesting restrictions, restricted stock units (“RSUs”) and stock appreciation rights, to be granted to employees, directors and consultants.
On June 30, 2025, the Company’s shareholders approved an increase in the number of ordinary shares available for the grant of awards under the 2023 Plan by to an aggregate of Ordinary Shares, inclusive of awards granted under the previously approved 2014 Equity Incentive Plan (“2014 Plan”) that may be forfeited, cancelled, or expire unexercised.
As of December 31, 2025, ordinary shares were available for future issuance under the 2023 Plan.
The 2023 and 2014 Plans provide that they be administered by the compensation committee of the board of directors. The exercise price for stock option awards may not be less than % of the fair market value of the Company’s ordinary shares on the date of grant and the term of awards may not be greater than . The Company determines the fair value of its ordinary shares based on the quoted market price of its ADSs. Vesting periods are determined at the discretion of the compensation committee.
2014 Equity Incentive Plan
Under the 2014 Plan, the Company was authorized to grant stock options, restricted stock units and other awards, to employees, members of the board of directors and consultants. Upon effectiveness of the 2023 Plan, no further awards are available to be issued under the 2014 Plan.
Peak Bio Long Term Incentive Plan
On November 14, 2024, the Company assumed the Peak Bio Long Term Incentive Plan. Upon closing of the acquisition, no further awards are available to be issued under the Peak Bio Long Term Incentive Plan. Any awards, forfeited, expired or cancelled shall not increase the number of ordinary shares available for the grant of awards under the 2023 Plan. As of December 31, 2025, the Company had stock options to purchase up to ordinary shares under the Peak Bio Long Term Incentive Plan.
Stock Options
| Number of Stock Option ADSs | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
| Outstanding at December 31, 2024 | 1,981,982 | $ | 8.21 | $ | ||||||||||||
| Granted | 6,140,896 | 1.45 | ||||||||||||||
| Exercised | — | |||||||||||||||
| Forfeited | (587,130 | ) | 5.21 | |||||||||||||
| Expired | (730,256 | ) | 4.72 | |||||||||||||
| Outstanding at December 31, 2025 (1) | 6,805,492 | $ | 2.74 | $ | ||||||||||||
| Exercisable at December 31, 2025 | 2,995,929 | $ | 4.34 | $ | ||||||||||||
| (1) | Includes both vested stock options as well as unvested stock options for which the requisite service period has not been rendered but that are expected to vest based on achievement of a service condition. |
The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s ADSs for those options that had exercise prices lower than the fair value of the Company’s ordinary shares.
The weighted-average grant-date fair value per ADS of options granted during each of the years ended December 31, 2025 and 2024 was $ and $, respectively.
Option Valuation
| 2025 | 2024 | |||||||
| Expected volatility | 94.1 | % | 83.0 | % | ||||
| Risk-free interest rate | 4.0 | % | 3.9 | % | ||||
| Expected dividend yield | ||||||||
| Expected term (in years) | ||||||||
Performance-Based Stock Options
As of December 31, 2025, the Company had performance-based stock options (“PSOs”) for the purchase of an aggregate of ADSs of the Company outstanding, which were granted to consultants. Vesting of PSOs granted to consultants is based upon attainment of certain research and licensing agreements. All PSOs are subject to continuous service by the executives. The probability of vesting is reviewed each reporting period and management has concluded that the PSOs have not vested until the performance conditions have been satisfied. Therefore, the PSOs remain unvested and outstanding as of December 31, 2025. The Company has not recognized stock-based compensation expense associated with these performance awards during the year ended December 31, 2025. As of December 31, 2025, total unrecognized compensation cost related to these performance-based stock options awards was $ million, which will be recognized if the awards are deemed to be probable of vesting.
Restricted Stock Units
The 2023 Plan provides for the award of restricted stock units (“RSUs”). RSUs are granted to employees that are subject to time-based vesting conditions that lapse between one year and from date of grant, assuming continued employment. Compensation cost for time-based RSUs, which vest only on continued service, is recognized on a straight-line basis over the requisite service period based on the grant date fair of the RSU’s, which is derived from the closing price of the Company’s ADS’s on the date of grant.
The following table summarizes the Company’s restricted stock ADS activity for the year ended December 31, 2025:
| Time-based Awards | ||||||||
| Number of ADSs | Weighted-Average Grant Date Fair Value | |||||||
| Nonvested shares at December 31, 2024 | $ | |||||||
| Granted | 104,896 | 0.97 | ||||||
| Forfeited | ||||||||
| Vested | (46,277 | ) | 1.26 | |||||
| Nonvested shares at December 31, 2025 | 58,619 | $ | 0.75 | |||||
The fair value of time-based RSUs that vested during the years ended December 31, 2025 and 2024 was less than $ million and $million, respectively.
As of December 31, 2025, ADSs ( ordinary shares) underlying vested time-based RSUs were pending issuance. As of December 31, 2024, there were no ADSs underlying vested time-based RSUs.
Stock-Based Compensation Expense
The Company classifies stock-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. Total stock-based compensation expense attributable to stock-based payments made to employees, consultants and directors included in operating expenses in the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024, was as follows:
| Year Ended | ||||||||
| December 31, | ||||||||
| ($ in thousands) | 2025 | 2024 | ||||||
| Research and development | $ | 444 | $ | 577 | ||||
| General and administrative | 2,446 | 1,383 | ||||||
| Restructuring and other costs | 285 | |||||||
| Total stock-based compensation expense | $ | 2,890 | $ | 2,245 | ||||
As of December 31, 2025, total unrecognized compensation cost related to unvested stock options and time-based RSUs was $ million, which is expected to be recognized over a weighted average period of years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 30, 2026 | Showing above |
| 2024 | Apr 15, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.