Item 1.01. Entry into a Material Definitive Agreement
Forward Share Purchase Agreement
On
The price at which the Investor has the right to sell the Shares to the Combined
Company is
Pursuant to an escrow agreement (the "Escrow Agreement"), to be entered into by
and among the Company,
The Purchase Agreement contains customary representations, warranties and covenants from the parties thereto.
In consideration for the entrance into the Purchase Agreement by the Investor,
the Company will transfer 100,000 shares of the Company's common stock held by
the Company's sponsor,
The foregoing description is only a summary of the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Business Combination Proposal. The stockholders approved the Business Combination Agreement, dated as ofApril 28, 2022 (as amended, the "Business Combination Agreement"), by and among the Company,Ignyte Korea, Co., Ltd. , a corporation organized under the laws of theRepublic of Korea and Peak Bio, and the other transactions contemplated thereby. The final voting tabulation for this proposal was as follows: Votes For Votes Against Abstentions Broker Non-Votes 4,371,993 1,312,326 30 0 2. Charter Proposal: The stockholders approved the Company's proposed second amended and restated certificate of incorporation (the "proposed charter"), in connection with the Business Combination. The final voting tabulation for this proposal was as follows: Votes For Votes Against Abstentions Broker Non-Votes 28,284,386 1,447,405 311,255 0 3. Nasdaq Proposal: The stockholders approved, for purposes of complying with applicable listing rules of theNasdaq Stock Market LLC ("Nasdaq"), the issuance of more than 20% of the Company's issued and outstanding common stock (i) pursuant to the terms of the Business Combination Agreement and (ii) in connection with the PIPE Financing (as defined in the Business Combination Agreement). The final voting tabulation for this proposal was as follows: Votes For Votes Against Abstentions Broker Non-Votes 4,372,019 1,312,330 0 0 4. Incentive Plan Proposal: The stockholders approved the Long-Term Incentive Plan (as defined in the Definitive Proxy Statement). The final voting tabulation for this proposal was as follows: Votes For Votes Against Abstentions Broker Non-Votes 4,368,953 1,315,396 0 0 5. Director Election Proposal: The stockholders approved the proposal to elect up to seven directors to serve staggered terms on the board of directors of the Company (the "Board") until immediately following the 2023, 2024 and 2025 annual meetings of the Company's stockholders, as applicable, and until their respective successors are duly elected and qualified. The final voting tabulation for this proposal was as follows: Votes Broker Non- Nominee Votes For Against Abstentions Votes Hoyoung Huh 4,321,450 1,362,899 0 0 Stephen LaMond 4,321,450 1,362,899 0 0 Nevan Charles Elam 4,321,450 1,362,899 0 0 James Neal 4,321,450 1,362,899 0 0 David Rosenberg 4,321,450 1,362,899 0 0 Brad Stevens 4,321,450 1,362,899 0 0 6. Adjournment Proposal: Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Special Meeting to a later date, Proposal No. 6, a proposal to approve the adjournment of the Special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or for the approval of one or more proposals at the Special Meeting, was not considered.
Item 7.01 Regulation FD Disclosure.
Updates regarding proposed modifications to terms of sale of PIPE Shares
As previously announced, on
Definitive amendments to modify the terms of our PIPE Subscription Agreements have not yet been executed by the parties, and the proposed modifications remain subject to negotiation and acceptance by the PIPE investors.
The obligations of the parties to consummate the PIPE investments would remain subject to the satisfaction or waiver of all of the existing conditions for closing of the transactions contemplated by the PIPE Subscription Agreements.
It is anticipated that the closing of the Business Combinations and the PIPE
investments will take place substantially concurrently, on
The information set forth under this Item 7.01 is intended to be furnished and 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
As previously disclosed, the Company scheduled a special meeting of stockholders
(the "Second Special Meeting") on
Important Information About the Business Combination and Where to Find It
In connection with the previously announced Business Combination, the Company
has filed a definitive proxy statement with the
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not
historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
Ignyte's ability to enter into forward share purchase agreements or to
consummate a Business Combination with Peak Bio;; and the expected timing of
completion of the Business Combination. These statements are based on various
assumptions and on the current expectations of Ignyte's and Peak Bio's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
Ignyte and Peak Bio. These forward-looking statements are subject to a number of
risks and uncertainties, including general economic, financial, legal, political
and business conditions and changes in domestic and foreign markets; the
inability of the parties to enter into definitive agreements or successfully or
timely consummate the Business Combination or to satisfy the other conditions to
the closing of the Business Combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company;
failure to realize the anticipated benefits of the Business Combination,
including as a result of a delay in consummating the Business Combination or
difficulty in, or costs associated with, integrating the businesses of Ignyte
and Peak Bio; the amount of redemption requests made by the Ignyte stockholders;
the occurrence of events that may give rise to a right of one or both of Ignyte
and Peak Bio to terminate the Business Combination; risks related to Peak Bio's
business and the timing of expected business milestones; and those factors
discussed in the proxy statement, under the heading "Risk Factors," and other
documents of Ignyte filed, or to be filed, with the
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or any other matter and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Ignyte or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Forward Share Purchase Agreement, dated as ofOctober 25, 2022 , by and amongIgnyte Acquisition Corp. andFrost Gamma Investments Trust . 99.1 Press Release datedOctober 27, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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