Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Patel Sandip I

(Last)

(First)

(Middle)

4900 HOPYARD ROAD SUITE 100

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Peak Bio, Inc. [ PKBO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/14/2024		C⁽¹⁾⁽²⁾		763,316	A	⁽²⁾	763,316	D
Common Stock	11/14/2024		D⁽¹⁾⁽³⁾		763,316	D	⁽³⁾	0	D
Common Stock	11/14/2024		D⁽¹⁾⁽³⁾		67,735	D	⁽³⁾	0	I	See footnote⁽⁴⁾
Common Stock	11/14/2024		D⁽¹⁾⁽³⁾		68,891	D	⁽³⁾	0	I	See footnote⁽⁵⁾
Common Stock	11/14/2024		D⁽¹⁾⁽³⁾		47,364	D	⁽³⁾	0	I	See footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Notes	⁽²⁾	11/14/2024		C⁽¹⁾⁽²⁾			$275,500	⁽²⁾	⁽²⁾	Common Stock	763,316	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.8	11/14/2024		D⁽¹⁾⁽⁷⁾			400,000	⁽⁷⁾	⁽⁷⁾	Common Stock	400,000	$0	0	D

Explanation of Responses:

1. 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").

2. 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").

3. 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.

4. The securities are held by QuestBio LLC. The Reporting Person is managing member of the LLC and has sole dispositive power over the shares.

5. The securities are held by Davis Island Ventures, LLC. The Reporting Person is managing member of the LLC and has sole dispositive power over the shares.

6. The securities are held by Innovative Lifesci Investments, LLC. The Reporting Person is managing member of the LLC and has sole dispositive power over the shares.

7. 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.

	/s/ Sandip Patel	11/18/2024
	** 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).
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