0001834645falseNONE00018346452024-11-072024-11-07

 

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): November 07, 2024

 

 

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)

(IRS Employer
Identification No.)

 

 

 

 

 

4900 Hopyard Road

Suite 100

 

Pleasanton, California

 

94588

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 925 463-4800

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

PKBO

 

OTC Pink

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 5.07 Submission of Matters to a Vote of Security Holders.

On November 7, 2024, Peak Bio Inc., a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) at 10:00 a.m. Eastern Time for the purposes of considering and voting upon the proposals below (the “Proposals”). As of the record date of September 24, 2024, there were a total of 23,124,888 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. There were 17,478,419 shares of Common Stock present at the Special Meeting electronically or represented by proxy, or approximately 75.6% of the shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum. Capitalized terms used, but not defined herein, shall have the meaning set forth in the Joint Proxy Statement/Prospectus on Schedule 14A filed by the Company with the Securities and Exchange Commission on October 11, 2024.

 

Proposal No. 1

(the “Merger Proposal”)

To adopt the Agreement and Plan of Merger, dated as of March 4, 2024, as amended by that certain side letter dated August 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among Peak Bio Inc. (“Peak Bio”), Akari Therapeutics, Plc (“Akari”) and Pegasus Merger Sub, Inc., a wholly owned subsidiary of Akari (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Peak Bio (the “Merger”) with Peak Bio surviving the Merger as a wholly owned subsidiary of Akari.

 

 

 

 

 

FOR

AGAINST

ABSTAINED

17,375,196

103,223

0

The Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Common Stock at the Special Meeting.

 

Proposal No. 2

(the “Adjournment Proposal”)

To approve any motion to adjourn or postpone the special meeting or any adjournments or postponements thereof, to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal.

The Adjournment Proposal was not presented to the stockholders because the Merger Proposal was approved.

SIGNATURES

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.

 

 

 

PEAK BIO, INC.

 

 

 

 

Date:

November 7, 2024

By:

/s/ Hoyoung Huh

 

 

 

Hoyoung Huh, M.D., PhD
Title: Executive Chairman of the Board

 

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Nov. 07, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Nov. 07, 2024
Entity Registrant Name Peak Bio, Inc.
Entity Central Index Key 0001834645
Entity Emerging Growth Company true
Entity File Number 001-39951
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-2448157
Entity Address, Address Line One 4900 Hopyard Road
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Pleasanton
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94588
City Area Code 925
Local Phone Number 463-4800
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol PKBO
Security Exchange Name NONE
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