Item 8.01 Other Events.
Although the Company intends to negotiate and execute definitive forward purchase agreement(s) with respect to 1.5 million Shares; until a forward purchase agreement is signed by all the parties, no party will have any liability to any other party with respect to the proposed transaction.
Important Information About the Business Combination and Where to Find It
In connection with the previously announced business combination (the "Business
Combination") between the Company, with
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 definitive 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 definitive proxy statement
filed 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; 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; risks
related to Peak Bio's business and the timing of expected business milestones;
the ability to reach agreement on the terms of any forward share purchase
agreement or for the counterparty to any such agreements to be able to acquire
Shares; 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.
--------------------------------------------------------------------------------
© Edgar Online, source