SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Rosenberg David I.

(Last) (First) (Middle)
3350 W BAYSHORE RD., SUITE 100

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Peak Bio, Inc. [ PKBO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/01/2022 M 1,437,500 A $0.00 1,437,500 I See Footnote(2)
Common Stock 11/01/2022 J 77,200 A $0.00(4) 1,514,700 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class F Common Stock (1) 11/01/2022 C 1,437,500 (1) (1) Common Stock 1,437,500 $0.00 0 I See Footnote(2)
Private Placement Warrants $11.5 11/01/2022 A(3) 2,500,000 12/01/2022 11/01/2027 Common Stock 2,500,000 $1 2,500,000 I See Footnote(3)
Explanation of Responses:
1. On November 1, 2022, Ignyte Acquisition Corp. ("Ignyte" and the former name of the Issuer) consummated its initial business combination (the "Business Combination") with Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea. In connection with the consummation of the Business Combination, each share of Class F common stock, par value $0.0001 per share, of Ignyte automatically converted into one share of Class A common stock, par value $0.0001 per share, of the Issuer.
2. These securities are held by Ignyte Sponsor LLC (the "Sponsor"). The Reporting Person is a managing member of the Sponsor and shares voting and dispositive power of the securities held by the Sponsor. Accordingly, the Reporting Person may be deemed to have or share beneficial ownership of such securities. The Reporting Person disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
3. The private placement warrants are reported as acquired for purposes of Section 16 of the Securities Exchange Act of 1934 concurrent with the closing of the Business Combination (the "Closing"), because, pursuant to their terms, their exercise was not within the control of the Reporting Person until the Closing. Each private placement warrant is exercisable for one share of the Issuer's Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of 2,500,000 private placement warrants purchased by the Sponsor in a private placement from Ignyte simultaneously with the consummation of Ignyte's initial public offering.
4. Pursuant to a Payment Agreement between Ignyte and the Sposnor entered into connection with the Business Combination, the Sponsor received these securities in a private placement in lieu of the aggregate principal amount of working capital loans owed to the Sponsor by Ignyte.
Remarks:
Exhibit 24 - Power of Attorney
/s/ David I. Rosenberg 11/03/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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