UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 2023
Peak Bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39951 | 85-2448157 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3350 W. Bayshore Rd., Suite 100
Palo Alto, CA 94303
(Address of principal executive offices, including zip code)
(650) 549-9103
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | PKBO |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry Into a Material Definitive Agreement. |
Second Amendment to Lock-Up Agreement
As previously disclosed on Peak Bio, Inc.’s, a Delaware corporation (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2022, in connection with the closing of the Company’s previously announced business combination (the “Business Combination”) between the Company (f/k/a Ignyte Acquisition Corp.), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Target”), the Company, the Company’s officers and directors and certain stockholders of the Target (the “Lock-Up Parties”) entered into a lock-up agreement (the “Lock-Up Agreement”) providing for certain restrictions on transfer applicable to the Company’s common stock (the “Lock-Up Shares”). Generally, the Lock-Up Agreement prohibits stockholders from (i) selling, offering to sell, contracting or agreeing to sell, hypothecating, pledging, granting any option to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, or establishing or increasing a put equivalent position or liquidating or decreasing a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder with respect to the Lock-Up Shares, (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up Shares, whether any such transaction is to be settled by delivery of Lock-Up Shares or other securities, in cash or otherwise, or (iii) publicly announcing any intention to effect any transaction specified in the immediately preceding subsections (i) or (ii), subject to certain limited exceptions set forth in the Lock-Up Agreement. The lock-up period under the Lock-Up Agreement lasts until the date that is 180 days from the closing of the Business Combination.
As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2023, the Company entered into an amendment to the Lock-Up Agreement (the “Amendment to Lock-Up Agreement”) with the Lock-Up Parties to release 30% of the Lock-Up Shares from the transfer restrictions imposed on such shares by the Lock-Up Agreement.
On April 4, 2023, the Company entered into a second amendment to the Lock-Up Agreement (the “Second Amendment to Lock-Up Agreement” and together with the Amendment to Lock-Up Agreement, the “Amendments”) with the Lock-Up Parties to release the remaining Lock-Up Shares from the transfer restrictions imposed on such shares by the Lock-Up Agreement. Except as modified by the Amendments, the Lock-Up Agreement shall remain in full force and effect in accordance with the terms and conditions thereof.
The foregoing description of the Second Amendment to Lock-Up Agreement is qualified in its entirety by reference to the full text of the Second Amendment to Lock-Up Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1* | Second Amendment to Lock-Up Agreement, dated as of April 4, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
| * | Filed herewith. |
SIGNATURE
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.
Dated: April 21, 2023
| PEAK BIO, INC. | ||
| By: | /s/ Stephen LaMond | |
| Name: | Stephen LaMond | |
| Title: | Interim Chief Executive Officer | |
Exhibit 10.1
SECOND AMENDMENT TO LOCK-UP AGREEMENT
This Second Amendment to Lock-Up Agreement (this “Amendment”) is made as of April 4, 2023 (the “Effective Date”) by and among Peak Bio, Inc. (f/k/a Ignyte Acquisition Corp.), a Delaware corporation (the “Company”), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Peak Bio Korea”), and certain stockholders of Peak Bio Korea (the “Lock-Up Parties”).
WHEREAS, the Company, Peak Bio Korea, and the executive officers and members of the board of directors of the Company and stockholders of Peak Bio Korea are parties to that certain Lock-Up Agreement dated as of November 1, 2022 (the “Lock-Up Agreement”) (capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Lock-Up Agreement); and
WHEREAS, pursuant to Section 7.3 of the Lock-Up Agreement, if the Lock-Up Agreement is amended, modified or waived in a manner favorable to any other Lock-Up Party, the Lock-Up Agreement is deemed automatically amended in the same manner with respect to the other Lock-Up Parties;
NOW, THEREFORE, the parties agree to amend the Lock-Up Agreement as follows:
1. Release of All Lock-Up Securities from Lock-Up.
The parties to the Lock-Up Agreement hereby agree that, effective as of the Effective Date, notwithstanding anything to the contrary in the Lock-Up Agreement, the restriction on Transfer of Lock-Up Securities Beneficially Owned shall not apply all of the Lock-Up Securities Beneficially Owned by a Lock-Up Party.
2. Continuation of Lock-Up Agreement as Amended. Except as modified by this Amendment, the Lock-Up Agreement shall continue in full force and effect.
[Signature Page Follows]
The parties have executed this Second Amendment to Lock-Up Agreement as of the first date set forth above.
| THE COMPANY: | ||
| PEAK BIO, INC. | ||
| By: |
/s/ Stephen LaMond | |
| Name: Stephen LaMond | ||
| Title: Interim CEO and COO | ||
Signature Page to Second Amendment to Lock-Up Agreement
The parties have executed this Second Amendment to Lock-Up Agreement as of the first date set forth above.
| LOCK-UP PARTIES: | ||
| By: |
/s/ Sanjeev Satyal | |
| Name: Sanjeev Satyal | ||
Signature Page to Second Amendment to Lock-Up Agreement