| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Peak Bio, Inc. [ PKBO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/07/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/07/2024 | J(1) | 83,800 | D | $0 | 0 | D | |||
| Common Stock | 11/14/2024 | D(2) | 3,621,489(3) | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On October 7, 2024 (October 8, 2024 Korea time), in connection with the dissolution of SBI KIS 2016-1 FUND ("2016-1 Fund"), 2016-1 Fund distributed in-kind, for nominal consideration, all of the securities of the Issuer owned by 2016-1 Fund to SBI Investment KOREA Co., Ltd. ("SBI"), the general partner of 2016-1 Fund. |
| 2. 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"). |
| 3. Consists of 571,606 shares of common stock held by SBI, 251,418 shares of common stock held by SBI Cross-border Advantage Fund, an affiliate of SBI, 599,202 shares of common stock held by SBI Healthcare Fund 1, an affiliate of SBI, 1,601,067 shares of common stock held by IBKC-SBI Bio Fund 1, an affiliate of SBI, 419,017 shares of common stock held by Global Gateway Fund 1, an affiliate of SBI, and 179,179 shares of common stock held by 2019 SBI Job Creation Fund, an affiliate of SBI. |
| 4. At the effective time of the Merger, each issued and outstanding share of the Issuer's 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. |
| /s/ Jae Kwang Ahn, Authorized Person SBI Investment Korea Co., Ltd. | 12/04/2024 | |
| /s/ Eiichiro So, Authorized Person SBI Investment Korea Co., Ltd. | 12/04/2024 | |
| /s/ Jae Kwang Ahn, Authorized Person SBI Cross-border Advantage Fund | 12/04/2024 | |
| /s/ Eiichiro So, Authorized Person SBI Cross-border Advantage Fund | 12/04/2024 | |
| /s/ Jae Kwang Ahn, Authorized Person SBI Healthcare Fund 1 | 12/04/2024 | |
| /s/ Eiichiro So, Authorized Person SBI Healthcare Fund 1 | 12/04/2024 | |
| /s/ Jae Kwang Ahn, Authorized Person IKBC-SBI Bio Fund 1 | 12/04/2024 | |
| /s/ Eiichiro So, Authorized Person IKBC-SBI Bio Fund 1 | 12/04/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
