Sec Form 13D Filing - Huh Hoyoung filing for Peak Bio, Inc. (PKBO) - 2023-03-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Peak Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

70470P 108

(CUSIP Number)

Hoyoung Huh

c/o Peak Bio, Inc.

350 W Bayshore Rd, Suite 100,

Palo Alto, CA 94303

(650) 549-9103

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 13, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 146869 102

Note: All share numbers on these cover pages are presented as shares of common stock, par value $0.0001 per share (the “Common Stock”) of Peak Bio, Inc., a Delaware corporation (the “Issuer”).

CUSIP No. 70470P 108

Note: All share numbers on these cover pages are presented as shares of common stock, par value $0.0001 per share (the “Common Stock”) of Peak Bio, Inc., a Delaware corporation (the “Issuer”).

Item 1. Security and Issuer

This Schedule 13D relates to shares of common stock, par value $0.0001 per share (the “Common Stock”) of Peak Bio Inc., a Delaware corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is 3350 W. Bayshore Rd., Suite 100, Palo Alto, CA 94303.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

On November 1, 2022 (the “Closing Date”), the Issuer (formerly known as Ignyte Acquisition Corp. or “Ignyte”) consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated April 28, 2022 (the “Business Combination Agreement”), by and among the Issuer, Ignyte Korea Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Korean Sub”) and Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Peak Bio Co., Ltd.”).

All of the shares of Common Stock held by Hannol Ventures and 6,427,409 shares of Common Stock (the “Business Combination Shares”) held by Hoyoung Huh were received in the course of the Share Swap (as defined in the Business Combination Agreement) pursuant to the consummation of the transactions contemplated by the Business Combination.

In connection with the signing of the Business Combination Agreement, Ignyte and Dr. Huh entered into a forward purchase agreement (the “Key Company Stockholder Forward Purchase Agreement”), pursuant to which Dr. Huh would, upon the terms and subject to the conditions set forth in the Key Company Stockholder Forward Purchase Agreement, including, but not limited to the receipt of margin financing within 180 days following the Closing Date, purchase shares of Common Stock at a purchase price of $10.00 per share in a private placement for up to an aggregate amount of $10 million, subject to the conditions set forth in the Key Company Stockholder Forward Purchase Agreement.

On December 29, 2022, the Issuer and Dr. Huh executed an amendment to the Key Company Stockholder Forward Purchase Agreement (the “Amendment to Key Company Stockholder Forward Purchase Agreement”), pursuant to which, the Issuer and Dr. Huh agreed to (i) remove the margin loan condition precedent to Dr. Huh’s agreement to purchase Common Stock in the amount of $10 million on or prior to March 31, 2023, and (ii) modify the purchase price from $10.00 per share to $5.18 per share. Accordingly, upon the closing of such purchase, if any, Dr. Huh will receive 1,930,501 shares of Common Stock in exchange for his $10 million investment in the Issuer.

Item 4. Purpose of Transaction

The Reporting Persons acquired, and presently hold, the shares of Common Stock described herein for investment purposes.

In connection with the consummation of the Business Combination, the Business Combination Shares are subject to a 180-day lock-up that will expire on the date immediately following 180 days after the Closing Date.

Except as disclosed in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors.

Item 5. Interest in Securities of the Issuer

Other than as described in Items 3 and 4 above, during the past sixty days prior to the date hereof, the Reporting Persons have not engaged in any transaction in the Issuer’s Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the terms of the Business Combination Agreement, the Business Combination was effected on November 1, 2022 in which the (i) stockholders of Peak Bio Co., Ltd transferred their respective shares of common stock of Peak Bio Co., Ltd., par value KRW 500 per share (the “Target Common Stock”), to Korean Sub in exchange for shares of the Issuer’s Common Stock held by Korean Sub, and (ii) in the course of such share swap, Korean Sub distributed the shares of Target Common Stock to the Issuer in consideration of the Issuer’s Common Stock (which was in-turn delivered to the stockholders of Peak Bio Co., Ltd. as described in (i) above ((i) and (ii), collectively, the “Share Swap”, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Upon consummation of the Share Swap, Peak Bio Co., Ltd. became a direct wholly-owned subsidiary of Ignyte. Upon consummation of the Business Combination, the Company was renamed Peak Bio, Inc. In connection with the consummation of the Business Combination and pursuant to the terms and conditions of the Business Combination Agreement, the Company issued 17,295,044 shares of Common Stock to stockholders of Peak Bio Co., Ltd. (the “Target Consideration Shares”) as part of the Ag gregate Closing Consideration (as defined in the Business Combination Agreement). As part of the Target Consideration Shares, Dr. Huh received 6,427,409 shares of the Issuer’s Common Stock and Hannol Ventures received 372,940 shares of Common Stock in connection with the consummation of the Business Combination. For further details, please see the Business Combination Agreement filed as Exhibit 7.2 hereto.

In connection with the signing of the Business Combination Agreement, Ignyte and Dr. Huh entered into the Key Company Stockholder Forward Purchase Agreement, pursuant to which Dr. Huh would, upon the terms and subject to the conditions set forth in the Key Company Stockholder Forward Purchase Agreement, including, but not limited to the receipt of margin financing within 180 days following the Closing Date, purchase shares of Common Stock at a purchase price of $10.00 per share in a private placement for up to an aggregate amount of $10 million, subject to the conditions set forth in the Key Company Stockholder Forward Purchase Agreement.

On December 29, 2022, the Issuer and Dr. Huh executed the Amendment to Key Company Stockholder Forward Purchase Agreement, pursuant to which, the Issuer and Dr. Huh agreed to (i) remove the margin loan condition precedent to Dr. Huh’s agreement to purchase Common Stock in the amount of $10 million on or prior to March 31, 2023, and (ii) modify the purchase price from $10.00 per share to $5.18 per share. Accordingly, upon the closing of such purchase, if any, Dr. Huh will receive 1,930,501 shares of Common Stock in exchange for his $10 million investment in the Issuer. For further details, please see the Key Company Stockholder Forward Purchase Agreement filed as Exhibits 7.3 and 7.4, respectively.

In connection with the closing of the Business Combination, Ignyte and certain stockholders of Peak Bio Co., Ltd. entered into a lock-up agreement (the “Lock-Up Agreement”) providing for certain restrictions on transfer applicable to the Issuer’s shares 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 Exchange Act, 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 Date. Ignyte and Dr. Huh entered into a separate Lock-Up Agreement (the “Key Company Stockholder Lock-Up Agreement”) on substantially the same terms as the Lock-Up Agreement with certain exceptions for the transactions contemplated by the Key Company Stockholder Forward Purchase Agreement. For further details, please see the Key Company Stockholder Lock-Up Agreement filed as Exhibit 7.5 hereto.

In connection with the closing of the Business Combination, Ignyte, Ignyte Sponsor LLC (the “Sponsor”) and certain stockholders of Peak Bio Co., Ltd., which included Dr. Huh and Hannol Ventures (collectively, with each other person who has executed and delivered a joinder thereto, the “RRA Parties”), entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Sponsor and the stockholders of Peak Bio would be granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of Common Stock. The Registration Rights Agreement required the Issuer to, among other things, file a resale registration statement on behalf of the RRA Parties as soon as practicable but no later than 45 days after the closing of the Business Combination. The Registration Rights Agreement also provides certain demand rights and piggyback rights to the RRA Parties, in each case subject to certain offering thresholds, applicable lock-up restrictions, issuer suspension periods and certain other conditions. The Registration Rights Agreement includes customary indemnification provisions. For further details, please see the Registration Rights Agreement filed as Exhibit 7.6 hereto.

Dr. Huh and Hannol Ventures have entered into the Joint Filing Agreement attached hereto as Exhibit 7.1 with respect to the joint filing of this Schedule 13D.

The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Joint Filing Agreement, Business Combination Agreement, Key Company Stockholder Forward Purchase Agreement, Amendment to Key Company Stockholder Forward Purchase Agreement, Key Company Stockholder Lock-Up Agreement and Registration Rights Agreement filed herewith as Exhibits 7.1, 7.2, 7.3, 7.4, 7.5 and 7.6, respectively, and incorporated herein by reference.

Other than the matters described in this Schedule 13D, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

EXHIBIT INDEX