Peak Bio, Inc.: M&A transaction — Peak Bio closes SPAC merger with Ignyte Acquisition Corp., becomes public company

Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company

Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company

Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company

Nevan C. Elam was appointed Lead Independent Director of the Board.

Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company

Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company

Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company

Effective as of the Closing, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company

On November 1, 2022, the Board approved and adopted the Certificate of Incorporation and the Amended and Restated Bylaws (the “Amended and Restated Bylaws”), with the Amended and Restated Bylaws became effective as of the date thereof.

As a result of the Business Combination, which fulfilled the definition of a business combination set forth in the amended and restated certificate of incorporation of Ignyte, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date.

The Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on November 1, 2022

As previously disclosed, on November 1, 2022 (the “Closing Date”), Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”), completed the transactions contemplated by that certain business combination agreement, dated as of April 28, 2022 (the “Business Combination Agreement”), by and among Ignyte, 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”).

Lock-Up Agreement and Key Company Stockholder Lock-Up Agreement In connection with the Closing, Ignyte and certain stockholders of Peak Bio entered into a lock-up agreement (the “Lock-Up Agreement”) providing for certain restrictions on transfer applicable to Ignyte Common Stock (the “Lock-Up Shares”).

On November 3, 2022, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $100,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

In connection with the Closing, Ignyte and Hoyoung Huh (the “Key Company Stockholder”) 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 that certain Key Company Stockholder Forward Purchase Agreement, entered into as of April 28, 2022 by Hoyoung Huh and Ignyte.

Registration Rights Agreement In connection with the Closing, Ignyte, Ignyte Sponsor LLC (the “Sponsor”) and certain stockholders of Peak Bio (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 will be granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of Ignyte Common Stock.

The Company is obligated under the Common Stock Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the Common Stock Purchase Agreement.