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Name | Symbol | Market | Type |
---|---|---|---|
Akari Therapeutics PLC | NASDAQ:AKTX | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.23 | -13.53% | 1.47 | 1.32 | 1.88 | 1.8676 | 1.4283 | 1.69 | 38,277 | 00:39:41 |
Deutsche Bank Trust Company Americas
60 Wall Street New York, New York 10005 (212) 250-9100 |
Kal Das, Esq.
Keith Billotti, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 |
It is proposed that this filing become effective under Rule 466:
|
☒ immediately upon filing.
☐ on (Date) at (Time)
|
Title of Each Class of
Securities to be Registered |
Amount to be
Registered |
Proposed Maximum
Aggregate Price Per Unit* |
Proposed Maximum
Aggregate Offering Price** |
Amount of Registration Fee
|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing
one hundred ordinary shares of Akari Therapeutics, Plc |
50,000,000
|
$0.05
|
$2,500,000
|
$324.50
|
*
|
Each unit represents one American Depositary Share.
|
|
**
|
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts
evidencing American Depositary Shares.
|
Item 1.
|
DESCRIPTION OF SECURITIES TO BE REGISTERED
|
Item Number and Caption
|
Location in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
|||
1.
|
Name of depositary and address of its principal executive office
|
Face of Receipt, Introductory article and bottom center
|
||
2.
|
Title of Receipts and identity of deposited securities
|
Face of Receipt, Top center
|
||
Terms of Deposit:
|
||||
(i)
|
The amount of deposited securities represented by one American Depositary Share
|
Face of Receipt, Upper right corner
|
||
(ii)
|
The procedure for voting, if any, the deposited securities
|
Paragraph (15)
|
||
(iii)
|
The collection and distribution of dividends
|
Paragraph (13)
|
||
(iv)
|
The transmission of notices, reports and proxy soliciting material
|
Paragraphs (12), (14) and (15)
|
||
(v)
|
The sale or exercise of rights
|
Paragraphs (2), (6), (13), (16) and (21)
|
||
(vi)
|
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
Paragraphs (13) and (16)
|
||
(vii)
|
Amendment, extension or termination of the deposit arrangements
|
Paragraphs (20) and (21) (no provision for extensions)
|
||
(viii)
|
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
|
Paragraph (12)
|
||
(ix)
|
Restrictions upon the right to deposit or withdraw the underlying securities
|
Paragraphs (2), (3) and (4)
|
||
(x)
|
Limitation upon the liability of the depositary
|
Paragraphs (6), (10), (15), (16), (17), (18) and (21)
|
||
3.
|
Fees and charges which may be imposed directly or indirectly against holders of Receipts
|
Paragraph (9)
|
Item 2.
|
AVAILABLE INFORMATION
|
Paragraph (12)
|
Item 3.
|
EXHIBITS
|
(a)(1)
|
Form of Deposit Agreement, dated as of , 2012, by and among Celsus Therapeutics Plc, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and
all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder - incorporated by reference to Exhibit (a) previously filed with the Registration Statement on Form F-6 (No.
333-185197) filed on November 30, 2012.
|
(a)(2)
|
Form of Amendment to Deposit Agreement - incorporated by reference to Exhibit (a)(2) previously filed with the Post-Effective Amendment No.1 to Registration Statement on Form F-6 (No.
333-185197) filed on December 24, 2013.
|
(a)(3)
|
Form of Amendment No. 2 to Deposit Agreement - incorporated by reference to Exhibit (a)(3) previously filed with the Post-Effective Amendment No.2 to Registration Statement on Form F-6 (File
No. 333-185197) filed on September 9, 2015.
|
(a)(4)
|
Form of American Depositary Receipt – Filed herewith as Exhibit (a)(4).
|
(b)
|
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not
Applicable.
|
(c)
|
Every material contract relating to the deposited securities between the Depositary and Akari Therapeutics, Plc in effect at any time within the last three years. – Not Applicable.
|
(d)
|
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
|
(e)
|
Certification under Rule 466. – Filed herewith as Exhibit (e).
|
(f)
|
Powers of Attorney for certain officers and directors and the authorized representative of Akari Therapeutics, Plc. – Set forth on the signature pages hereto.
|
Item 4.
|
UNDERTAKINGS
|
(a)
|
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of
the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.
|
(b)
|
If the amounts of fees charged are not disclosed in the prospectus, the Depositary under-takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly
a copy of such fee schedule without charge to anyone upon request. The Depositary under-takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
|
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Akari Therapeutics, Plc
|
|||
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
|
|||
By:
|
/s/ Michael Curran
|
||
Name:
|
Michael Curran
|
||
Title:
|
Vice President
|
||
By:
|
/s/ Michael Fitzpatrick
|
||
Name:
|
Michael Fitzpatrick
|
||
Title:
|
Vice President
|
Akari Therapeutics, Plc
|
|||
By:
|
/s/ Clive Richardson
|
||
Name:
|
Clive Richardson
|
||
Title:
|
Chief Executive Officer and Chief Operating Officer
|
Signatures
|
Capacity
|
|
/s/ Ray Prudo, M.D.
|
||
Ray Prudo, M.D.
|
Executive Chairman of the Board of Directors
|
|
/s/ Clive Richardson
|
||
Clive Richardson
|
Chief Executive Officer, Chief Operating Officer, and Director
|
|
|
||
/s/ Annie Mack
|
||
Annie Mack
|
Financial Controller
|
|
/s/ Stuart Ungar, M.D.
|
||
Stuart Ungar, M.D.
|
Director
|
|
/s/ James Hill, MD
|
||
James Hill, MD
|
Director
|
|
/s/ David Byrne
|
||
David Byrne
|
Class A Director
|
|
/s/ Donald Williams
|
||
Donald Williams
|
Class A Director
|
|
/s/ Michael Grissinger
|
||
Michael Grissinger
|
Class A Director
|
|
/s/ Dr. Peter Feldschreiber
|
||
Dr. Peter Feldschreiber
|
Class A Director
|
Authorized U.S. Representative
|
|||
By:
|
/s/ Donald J. Puglisi
|
||
Name:
|
Donald J. Puglisi
|
||
Title:
|
Managing Director of Puglisi & Associates
|
Exhibit Number
(a)(4) Form of American Depositary Receipt
(d) Opinion of counsel to the Depositary
(e) Rule 466 Certification
|
1 Year Akari Therapeutics Chart |
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