IGNY Ignyte Acquisition Corporation

As previously disclosed, on November 3, 2022, Peak Bio, Inc., a Delaware corporation (the “Company”) entered into a common stock purchase agreement (as amended, the “Common Stock Purchase Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $100,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

On March 13, 2023 (the “Effective Date”) the Company and White Lion entered into an amendment to the Common Stock Purchase Agreement (the “Amendment”) pursuant to which the Amendment amended certain provisions of the Common Stock Purchase Agreement. These amendments included, among other things, (i) amending the definition of “Eligible Market” in the Common Stock Purchase Agreement to provide the Company with the right, during the Commitment Period (as defined in the Common Stock Purchase Agreement), to issue and sell shares of newly issued Common Stock to White Lion while the Company’s Common Stock is listed on the OTC Market; (ii) providing for (A) an applicable Percentage Limit (as defined in the Common Stock Purchase Agreement) of 200% and (B) a revised purchase price equal to either 85% or 90% (as applicable) of the lowest daily volume-weighted average price of the Company’s Common Stock to be paid by White Lion to the Company for any shares of Common Stock purchase pursuant to the terms of the Common Stock Purchase Agreement, while the Company’s Common Stock is listed on the OTC Market; (iii) requiring the Company to issue within five trading days following the Effective Date, as consideration for White Lion to enter into the Amendment, shares of Common Stock to White Lion equal to the quotient obtained by dividing (X) $250,000 and (Y) the lowest closing price of the Company’s Common Stock for the ten trading days prior to the Effective Date, minus 50,200; (iv) requiring the Company to issue shares of Common Stock to White Lion, if the Company does not issue Purchase Notices (as defined in the Common Stock Purchase Agreement) of at least $1 million in the aggregate within 180 days following the Effective Date, equal to the quotient obtained by dividing (W) $100,000 and (Z) the lowest closing price of the Company’s Common Stock of the ten trading days prior to the 180^th day following the Effective Date ((iii) and (iv) collectively, the “Amendment Shares”); and (v) providing White Lion with certain registration rights with respect to the Amendment Shares.

The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.