8-K

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): October 31, 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.)

4900 Hopyard Road, Suite 100

Pleasanton, CA 94588

(Address of principal executive offices, including zip code)

(925) 463-4800

(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
Symbols

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

PKBO

Otc Qb

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 3.02

Unregistered Sales of Equity Securities.

As previously disclosed by Peak Bio, Inc., a Delaware corporation (the “Company”) on its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2022 and January 4, 2023, pursuant to subscription agreements dated October 31, 2022 and December 30, 2022, respectively, the Company previously issued to certain accredited investors (the “PIPE Investors”), warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) with an exercise price of $0.01 per share (the “PIPE Warrants”).

Between October 31, 2023 and November 1, 2023, the PIPE Investors exercised the PIPE Warrants to purchase a total of 492,045 shares of the Company’s Common Stock at $0.01 per share for a total purchase price of $4,920.45. The Common Stock issued to the PIPE Investors will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

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: November 2, 2023


PEAK BIO, INC.

By:		/s/ Stephen LaMond
Name:		Stephen LaMond
Title:		Interim Chief Executive Officer and Chief Operating Officer

SEC Form 8-K filed by Ignyte Acquisition Corp.