IGNY Ignyte Acquisition Corporation

Item 1.01 Entry into a Material Definitive Agreement.

New PIPE Subscription Agreements

As previously announced, on April 28, 2022, Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”), entered into subscription agreements (the “Original PIPE Subscription Agreements”) with certain investors (the “Original PIPE Investors”), pursuant to which, among other things, Ignyte agreed to issue and sell to the investors, in private placements to close immediately prior to the closing of Ignyte’s business combination (the “Business Combination”) with Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Peak Bio”), an aggregate of up to 1,550,000 shares of Ignyte’s common stock, par value $0.0001 per share (“Common Stock”), at $10.00 per share (the “PIPE Shares”), for an aggregate purchase price of $15,500,000. However, as subsequently reported in a Current Report on Form 8-K filed by Ignyte with the Securities and Exchange Commission (“SEC”) on October 27, 2022, after discussions with certain of the investors who were parties to the Original PIPE Subscription Agreements, as well as Peak Bio, Ignyte proposed to modify the terms of the Original PIPE Subscription Agreements.

On October 31, 2022, Ignyte entered into new subscription agreements (the “Warrant Share PIPE Subscription Agreements”) whereby Ignyte agreed to issue and sell to the investors thereto, in private placements to close immediately prior to the closing of the Business Combination, at $10.00 per share, an aggregate of up to (i) 302,500 PIPE Shares and (ii) 281,325 warrants (the “PIPE Financing Warrants”) to purchase shares of Common Stock, at an exercise price of $0.01 per share, for an aggregate purchase price of $3,025,000. The warrants would be on terms substantially the same as the outstanding warrants that were included in the units issued in Ignyte’s initial public offering, except that the new warrants would not be redeemable, and the warrants shall be exercisable for one year.

Concurrently with Ignyte’s entry into the Warrant Share PIPE Subscription Agreements, on October 31, 2022, Ignyte executed subscription agreements with certain of Peak Bio’s lenders (the “Bridge Loan PIPE Subscription Agreements” and together with the Warrant Share PIPE Subscription Agreements, the “New PIPE Subscription Agreements”) whereby Ignyte agreed to issue and sell to the Peak Bio lenders party thereto, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of up to (i) 176,579 PIPE Shares and (ii) 164,218 PIPE Financing Warrants to purchase shares of Common Stock, at an exercise price of $0.01 per share, in consideration for their agreement to cancel an aggregate principal amount of $1,750,000 and the interest accrued thereon in promissory notes evidencing the loans such lenders had extended to Peak Bio between July and September 2022. The warrants would be on terms substantially the same as the outstanding warrants that were included in the units issued in Ignyte’s initial public offering, except that the new warrants would not be redeemable, and the warrants shall be exercisable for one year.

Additionally, pursuant to the terms of a Bridge Loan PIPE Subscription Agreement entered into with an Original PIPE Investor, the Original PIPE Subscription Agreement executed by such Original PIPE Investor, which provided for the sale of 1,500,000 PIPE Shares for an aggregate purchase price of $15,000,000, was terminated.

The obligations of the parties to consummate the investments contemplated by the New PIPE Subscription Agreements remained subject to the satisfaction or waiver of all of the existing conditions for closing of the transactions contemplated by the Original PIPE Subscription Agreements. The closing of the Business Combination (the “Closing”) and the PIPE investments took place substantially concurrently, on November 1, 2022.

The foregoing description of the New PIPE Subscription Agreements and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the text of the Form of New PIPE Subscription Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Sponsor Share Purchase Agreement

On November 1, 2022, Ignyte Sponsor LLC, a Delaware limited liability company (the “Sponsor”) entered into a share purchase agreement with Knight Family Management, LLC (“Knight Family”), whereby the Sponsor agreed to transfer 20,167 shares of Common Stock held by it to Knight Family in consideration for Knight Family’s services arranging for the commitment by certain other investors to fund the aggregate purchase price of $3,025,000 pursuant to the Warrant Share PIPE Subscription Agreements.

Payment Agreements

On November 1, 2022, Ignyte entered into payment agreements with each of (i) the Sponsor and (ii) Ingalls & Snyder, LLC (“Ingalls”). Collectively, these payment agreements are referred to as the “Payment Agreements.”

The Payment Agreements provide that Ignyte, at the Closing, will issue shares of Common Stock to each of the Sponsor and Ingalls, as consideration for (i) the working capital loans extended to Ignyte by the Sponsor and (ii) the marketing and consulting services provided to Ignyte by Ingalls. The dollar amount due and the number of shares of Common Stock to be issued as payment therefor is as follows:

The foregoing description of the Payment Agreements is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Payment Agreements, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.2 and 10.3, and the terms of which are incorporated herein by reference.

It had been previously disclosed that Chardan Capital Markets LLC (“Chardan”) would receive a financial advisory fee as financial advisor to Ignyte of $550,000 upon consummation of the Business Combination. However, on October 31, 2022, Chardan withdrew from its role as financial advisor to Ignyte and will no longer receive any financial advisory fee.

Subsequently, on November 1, 2022, Ignyte completed the Business Combination with Peak Bio and changed its name to “Peak Bio, Inc.” In connection with the consummation of the Business Combination, Ignyte and Peak Bio agreed to waive certain closing conditions under the Business Combination Agreement, including the conditions that (i) Ignyte shall have cash and cash equivalents on hand of at least $7.5 million after giving effect to the Redemption Rights (as defined in the Business Combination Agreement), and (ii) immediately prior to the closing, the amount of cash and cash equivalents available in the Trust Account (as defined in the Business Combination Agreement), plus all other cash and cash equivalents of Ignyte, plus the aggregate amount of cash proceeds received from the PIPE Investment (as defined in the Business Combination Agreement), shall be equal to or greater than $20 million. On November 1, 2022, the Company issued a press release announcing the consummation of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1993, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.