--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-279204" form_type: "8-K" ticker: null cik: "0001834645" company_name: "Peak Bio, Inc." filed_at: "2022-11-07T23:59:59+00:00" generated_at: "2026-06-22T05:52:41.460510+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Peak Bio closes SPAC merger with Ignyte Acquisition Corp., becomes public company ## Summary - Closed business combination with Ignyte Acquisition Corp.; Peak Bio becomes public entity and renamed Peak Bio, Inc. - PIPE financing: $3.525M cash from new subscribers + $1.75M bridge debt converted; warrants exercisable at $0.01. - Entered into up to $100M common stock purchase agreement with White Lion Capital; initial commitment shares $250k. - Lock-up agreements restrict transfer of shares for 180 days post-closing for certain stockholders. - Hoyoung Huh beneficially owns 38.9% of outstanding shares; Sponsor (David Rosenberg) 7.6%; IBKC-SBI Bio Fund 17.1%. ## SEC filing metadata - accession: 0001193125-22-279204 - form_type: 8-K - cik: 0001834645 - company_name: Peak Bio, Inc. - filed_at: 2022-11-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 9.01, 3.02, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/d395002d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-279204 - JSON: https://secwatch.observer/filing/0001193125-22-279204.json - Plain text: https://secwatch.observer/filing/0001193125-22-279204.txt ## Key facts - Executive change David Rosenberg was appointed as Director at Peak Bio, Inc.. - Action: appointed - Role: Director source text: Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Executive change Hoyoung Huh was appointed as Director at Peak Bio, Inc.. - Action: appointed - Role: Director source text: Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Executive change Nevan C. Elam was appointed as Director at Peak Bio, Inc.. - Action: appointed - Role: Director source text: Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Executive change Nevan C. Elam was appointed as Lead Independent Director at Peak Bio, Inc.. - Action: appointed - Role: Lead Independent Director source text: Nevan C. Elam was appointed Lead Independent Director of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Executive change James Neal was appointed as Director at Peak Bio, Inc.. - Action: appointed - Role: Director source text: Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Executive change Brad Stevens was appointed as Director at Peak Bio, Inc.. - Action: appointed - Role: Director source text: Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Executive change Stephen LaMond was appointed as Director at Peak Bio, Inc.. - Action: appointed - Role: Director source text: Nevan C. Elam, Hoyoung Huh, Stephen LaMond, James Neal, David Rosenberg, and Brad Stevens were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Governance Changes Peak Bio, Inc.: Adopted new Code of Business Conduct and Ethics. - Change: code of ethics source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Governance Changes Peak Bio, Inc.: Amended and Restated Bylaws adopted and effective (effective 2022-11-01). - Change: bylaw amendment - Effective: 2022-11-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Governance Changes Peak Bio, Inc.: Company ceased to be a shell company. - Change: shell status source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Governance Changes Peak Bio, Inc.: Second Amended and Restated Certificate of Incorporation became effective (effective 2022-11-01). - Change: charter amendment - Effective: 2022-11-01 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - M&A Transactions Peak Bio, Inc. underwent a change of control involving Peak Bio Co., Ltd. (closed 2022-11-01). - Action: change of control - Counterparty: Peak Bio Co., Ltd. - Closing: 2022-11-01 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Material Agreements Peak Bio, Inc. entered into Lock-Up Agreement with Certain stockholders of Peak Bio valued at Restrictions on transfer of Ignyte Common Stock for 180 days (effective 2022-11-07). - Action: entry - Counterparty: Certain stockholders of Peak Bio - Value: Restrictions on transfer of Ignyte Common Stock for 180 days - Effective: 2022-11-07 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Material Agreements Peak Bio, Inc. entered into Common Stock Purchase Agreement with White Lion with White Lion Capital, LLC valued at Company has right to require White Lion to purchase up to $100,000,000 of newly issued common stock (effective 2022-11-03). - Action: entry - Agreement: equity purchase - Counterparty: White Lion Capital, LLC - Value: Company has right to require White Lion to purchase up to $100,000,000 of newly issued common stock - Effective: 2022-11-03 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Material Agreements Peak Bio, Inc. entered into Key Company Stockholder Lock-Up Agreement with Hoyoung Huh valued at Substantially same terms as Lock-Up Agreement with exceptions for forward purchase agreement (effective 2022-11-07). - Action: entry - Counterparty: Hoyoung Huh - Value: Substantially same terms as Lock-Up Agreement with exceptions for forward purchase agreement - Effective: 2022-11-07 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Material Agreements Peak Bio, Inc. entered into Registration Rights Agreement with Ignyte Sponsor LLC and certain stockholders of Peak Bio valued at Granted customary registration rights, demand rights, and piggyback rights (effective 2022-11-07). - Action: entry - Counterparty: Ignyte Sponsor LLC and certain stockholders of Peak Bio - Value: Granted customary registration rights, demand rights, and piggyback rights - Effective: 2022-11-07 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm - Material Agreements Peak Bio, Inc. entered into White Lion Registration Rights Agreement with White Lion Capital, LLC valued at Company obligated to file resale registration statement for common stock issued to White Lion (effective 2022-11-03). - Action: entry - Agreement: equity purchase - Counterparty: White Lion Capital, LLC - Value: Company obligated to file resale registration statement for common stock issued to White Lion - Effective: 2022-11-03 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834645/000119312522279204/0001193125-22-279204-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.