Item 7.01 Regulation FD Disclosure.
As previously announced,
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the corporate presentation that the Company
and Peak Bio have prepared for use in connection with the
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 (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, the Company has filed a preliminary
proxy statement and intends to file a definitive proxy statement with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
Company's preliminary proxy statement, which was filed with the
Peak Bio and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is included in the Company's preliminary proxy statement for the proposed Business Combination. Additional information regarding the interests of such participants will be contained in the definitive proxy statement for the Business Combination when available.
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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
estimates and forecasts of revenue and other financial and performance metrics
and projections of market opportunity and expectations, Ignyte's ability to
enter into definitive agreements or consummate a transaction with Peak Bio;
Ignyte's ability to obtain the financing necessary to consummate the Business
Combination; 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; the risk that the approval of the
Ignyte stockholders for the Business Combination is not obtained; 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 Agreement; 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 10.1 Peak Bio Corporate Presentation, datedSeptember 2022 . 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
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