James R. Neal - Nov 14, 2024 Form 4 Insider Report for Peak Bio, Inc. (PKBO)

Role
Director
Signature
/s/ James Neal
Stock symbol
PKBO
Transactions as of
Nov 14, 2024
Transactions value $
-$20,004
Form type
4
Date filed
11/18/2024, 06:54 PM
Previous filing
Sep 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PKBO Common Stock Conversion of derivative security +37.9K 37.9K Nov 14, 2024 Direct F1, F2
transaction PKBO Common Stock Disposed to Issuer -37.9K -100% 0 Nov 14, 2024 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PKBO Convertible Notes Conversion of derivative security -$20K 0 Nov 14, 2024 Common Stock 37.9K Direct F1, F2
transaction PKBO Warrant (Right to Purchase) Disposed to Issuer -33.3K -100% 0 Nov 14, 2024 Common Stock 33.3K $0.60 Direct F1, F4
transaction PKBO Stock Option (Right to Buy) Disposed to Issuer $0 -500K -100% $0.00 0 Nov 14, 2024 Common Stock 500K $0.80 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities transacted pursuant to the terms of the Agreement and Plan of Merger, dated as of March 4, 2024, as amended (the "Merger Agreement"), by and among the Issuer, Akari Therapeutics Plc ("Parent"), and Pegasus Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of November 14, 2024, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
F2 Immediately prior to the effective time of the Merger (the "Effective Time"), the principal amount of convertible promissory notes held by the Reporting Person (together with accrued interest thereon) automatically converted into shares of common stock of the Issuer ("Peak Common Stock").
F3 At the Effective Time, each issued and outstanding share of Peak Common Stock was cancelled and converted into the right to receive 0.2935 (the "Exchange Ratio") American Depositary Shares ("ADSs") of Parent, each ADS representing a number of ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Parent.
F4 At the Effective Time, each warrant to purchase capital stock of the Issuer (each, a "Peak Warrant") outstanding immediately prior to the Effective Time was converted into warrants to purchase a number of Ordinary Shares or ADSs (the "Assumed Warrants"), exercisable for a number of ADSs equal to the number of shares of Peak Common Stock underlying such Peak Warrant multiplied by the Exchange Ratio, and the exercise price with respect to such Assumed Warrants shall be equal to the exercise price of such Peak Warrant divided by the Exchange Ratio.
F5 At the Effective Time, each option to purchase shares of Peak Common Stock ("Peak Option") that was outstanding immediately prior to the Effective Time and unexercised, whether or not vested, was assumed by Parent and converted into the option to purchase a number of Ordinary Shares or ADSs (any such option, an "Assumed Option") equal to the number of Peak Common Stock underlying each such Peak Option multiplied by the Exchange Ratio.