4//SEC Filing
Rosenberg David I. 4
Accession 0000899243-22-035083
CIK 0001834645other
Filed
Nov 2, 8:00 PM ET
Accepted
Nov 3, 9:52 PM ET
Size
17.0 KB
Accession
0000899243-22-035083
Insider Transaction Report
Form 4
Peak Bio, Inc.PKBO
Rosenberg David I.
DirectorCo-Chief Executive Officer10% Owner
Transactions
- Award
Private Placement Warrants
2022-11-01$1.00/sh+2,500,000$2,500,000→ 2,500,000 total(indirect: See Footnote)Exercise: $11.50From: 2022-12-01Exp: 2027-11-01→ Common Stock (2,500,000 underlying) - Exercise/Conversion
Common Stock
2022-11-01+1,437,500→ 1,437,500 total(indirect: See Footnote) - Other
Common Stock
2022-11-01+77,200→ 1,514,700 total(indirect: See Footnote) - Conversion
Class F Common Stock
2022-11-01−1,437,500→ 0 total(indirect: See Footnote)→ Common Stock (1,437,500 underlying)
Footnotes (4)
- [F1]On November 1, 2022, Ignyte Acquisition Corp. ("Ignyte" and the former name of the Issuer) consummated its initial business combination (the "Business Combination") with Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea. In connection with the consummation of the Business Combination, each share of Class F common stock, par value $0.0001 per share, of Ignyte automatically converted into one share of Class A common stock, par value $0.0001 per share, of the Issuer.
- [F2]These securities are held by Ignyte Sponsor LLC (the "Sponsor"). The Reporting Person is a managing member of the Sponsor and shares voting and dispositive power of the securities held by the Sponsor. Accordingly, the Reporting Person may be deemed to have or share beneficial ownership of such securities. The Reporting Person disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
- [F3]The private placement warrants are reported as acquired for purposes of Section 16 of the Securities Exchange Act of 1934 concurrent with the closing of the Business Combination (the "Closing"), because, pursuant to their terms, their exercise was not within the control of the Reporting Person until the Closing. Each private placement warrant is exercisable for one share of the Issuer's Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of 2,500,000 private placement warrants purchased by the Sponsor in a private placement from Ignyte simultaneously with the consummation of Ignyte's initial public offering.
- [F4]Pursuant to a Payment Agreement between Ignyte and the Sposnor entered into connection with the Business Combination, the Sponsor received these securities in a private placement in lieu of the aggregate principal amount of working capital loans owed to the Sponsor by Ignyte.
Issuer
Peak Bio, Inc.
CIK 0001834645
Entity typeother
Related Parties
1- filerCIK 0001842508
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 8:00 PM ET
- Accepted
- Nov 3, 9:52 PM ET
- Size
- 17.0 KB