- Company to be led by Hoyoung Huh, M.D. Ph.D.,
serial entrepreneur / investor with notable public and private
biotech board positions
- $25 million private investment in public
equity (“PIPE”) with participation from leading healthcare
institutional investor, Palo Alto Investors (PAI) with additional
participation from Peak Bio’s CEO, Hoyoung Huh, MD, Ph.D.
- Differentiated pipeline includes next
generation Neutrophil Elastase Inhibitor targeting AATD / ARDS and
robust preclinical ADC oncology platform utilizing Antibody Drug
Conjugates
- Anticipated cash at closing expected to fully
fund the company through 2024 allowing for multiple milestones in
ADC program and interim Phase II for AATD / ARDS
- Merger expected to be completed during 3Q
2022 with combined company expected to be listed on NASDAQ under
the anticipated ticker symbol “PKBO”
- Joint investor conference call to discuss the
proposed transaction on Friday, April 29, 2022, at 10:00AM E.T.
Peak Bio Co., Ltd. (“Peak Bio”), a clinical-stage
biopharmaceutical company focused on developing the next-generation
of therapeutics to treat oncology and inflammatory diseases, and
Ignyte Acquisition Corp. (Nasdaq: IGNY) (“Ignyte”), a special
purpose acquisition company (“SPAC”), today announced they have
entered into a definitive business combination agreement. Upon
closing of the transaction, Ignyte will be renamed Peak Bio, Inc.
(the “Combined Company”) and will be led by Hoyoung Huh, MD, Ph.D.,
Chief Executive Officer of Peak Bio. The Combined Company expects
to list its stock on Nasdaq under the ticker symbol “PKBO”.
A group of healthcare investors including existing Peak Bio
stockholders and Palo Alto Investors have committed to participate
in the transaction through a $25 million common stock PIPE at a
purchase price of $10.00 per share. Gross proceeds of the
transaction available to the Combined Company at closing will
approximate $82.5 million (assuming no redemptions from Ignyte’s
trust account and before transaction expenses).
Dr. Huh stated that “We are excited about our differentiated
inflammation and oncology pipeline and look forward to partnering
with Ignyte and advancing our pipeline of potential blockbuster
candidates. We believe we will have several near-term catalysts
that can be achieved with our cash at closing. Much of our work is
the culmination of our efforts at our Korean and US research sites
which captured the best of pan pacific financing alternatives,
diverse and highly talented scientific acumen, all the while
creating a novel mechanism to bring valuable assets to bear into
the U.S. NASDAQ market.”
David Rosenberg, Chairman and co-CEO of Ignyte Acquisition
Corp., commented, “We are excited to partner with the Peak team in
this first of its kind transaction, taking an exciting South Korean
biotechnology company public on Nasdaq via a SPAC. Dr. Huh’s
reputation as a serial founder and entrepreneur of multiple public
and private biotech companies made Peak the perfect merger target
for Ignyte. We look forward to helping Peak execute on its
compelling therapeutic pipeline in both oncology and rare
inflammatory disease in order to not only drive shareholder value,
but to improve quality of life for those impacted by Peak Bio’s
targeted diseases.”
Peak Bio Overview
Peak Bio’s pipeline is focused on developing drugs to treat
oncology and inflammatory diseases. The company’s pipeline of
inflammatory therapeutic candidates is led by PHP-303, which is
currently Phase II ready in AATD and works by inhibiting a
bioactive form of Neutrophil Elastase. The company’s pipeline also
includes an antibody drug conjugate platform focused on developing
therapies for oncology indications.
- PHP-303 – 5th Generation Best-In-Class Neutrophil Elastase
(NE) Inhibitor: PHP-303, is an oral QD, reversible and highly
selective small molecule addressing toxicity and efficacy
shortfalls from previous generation Neutrophil Elastase Inhibitors
by inhibiting the bioactive form of enzyme.
- PHP-303 was acquired from Bayer and improved to be an ideal
solution for conditions involving NE imbalance with
well-demonstrated tolerability and safety / PK data.
- PHP-303 is a best-in-class Phase II ready NE Inhibitor
targeting AATD and ARDS diseases where chronic inflammatory
imbalance and NE are important determinants in disease
progression
- Antibody Drug Conjugate (ADC) Platform: Unlike
competitors, Peak Bio’s approach to ADCs engages the immune system
to enhance tumoricidal activity reducing the number of treatment
cycles and improving toxicity with a proprietary approach towards
the generation of novel toxins.
- Peak Bio’s most advanced ADC candidate targeting Trop2 has
shown superior linker stability and in vivo activity compared to an
FDA-approved competitor with superior specificity to cancer cells
and a unique ability to generate neoepitopes and synergize with I/O
therapies.
- De-risking steps such as the manufacturability assessment have
revealed no liability that may impede the manufacturing of the Peak
Bio Trop2 antibody and safety studies have demonstrated that our
ADC was safely tolerated in repeat-dose preclinical primate
studies.
- We are working to validate other solid tumor targets to partner
with our current toxin and other novel toxins to further solidify
our oncology portfolio.
Planned Milestones and Uses of Proceeds:
- Proceeds from the PIPE and merger transaction are expected to
provide Peak Bio with capital to further develop its clinical-stage
programs and ADC platform technology, including:
- Initiate and fund a Phase II AATD Adaptive Design study in 2022
with a data readout expected in the first half of 2024
- Submission to DoD for Phase II grant of PHP-303 in ARDS and an
IND submission in the first half of 2023
- Fund ADC toxin studies in lead program targeting Trop2 leading
toward an IND submission in the second half of 2023 and begin Phase
Ia initiation in 2024
- Conduct research and development to identify new ADC
toxins
Summary of Transaction
The transaction values the combined company at a pro forma
equity value of $278 million, assuming a $10.00 per share price and
no shareholder redemptions. As a result of the transaction, the
combined company is expected to have more than $82.5 million in
gross proceeds from a combination of approximately $57.5 million in
cash held in Ignyte’s trust account (assuming no Ignyte
stockholders exercise their redemption rights at closing) and more
than $25 million, at $10.00 per share, from a fully committed
PIPE.
The PIPE includes participation from leading healthcare
institutional investor, Palo Alto Investors and insiders.
The transaction, which has been approved by each of Ignyte's
Board of Directors, Peak Bio's Board of Directors and Peak Bio’s
shareholders is expected to be completed in the third quarter of
2022, subject to approval by Ignyte’s shareholders and
satisfaction, or the waiver of, customary closing conditions
identified in the business combination agreement.
Chardan and Ladenburg Thalmann & Co. Inc. are serving as the
financial advisors to Ignyte and Peak Bio. DLA Piper LLP (US) is
serving as legal advisor to Ignyte. Bae, Kim & Lee LLC and B C
Burr McCabe Law are serving as legal advisors to Peak Bio.
Additional information about the transaction, including copies
of certain documents related to the transaction, including the
investor presentation, will be provided in a Current Report on Form
8-K to be filed by Ignyte with the Securities and Exchange
Commission (the “SEC”) and available at www.sec.gov and on the
Ignyte website at https://ignytespac.com/home/default.aspx. In
addition, Ignyte intends to file a proxy statement with the SEC,
which will include additional information regarding the transaction
(the “Proxy Statement”), and will file other documents regarding
the transaction with the SEC.
Conference Call Information:
Participant Dial-In: 877-407-8289 / +1 201-689-8341 Click here
for participant International Toll-Free access numbers
Webcast:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=rIgAZ2lb
Call me™:
https://hd.choruscall.com/InComm/?callme=true&passcode=13729684&h=true&info=company&r=true&B=6
About Peak Bio
Peak Bio is a clinical-stage biopharmaceutical company focused
on developing therapeutics addressing significant unmet needs in
the areas of oncology and inflammation. Peak Bio’s management team
has a combined 50 years of industry experience in the areas of
small molecules, antibodies, and antibody-drug-conjugates (ADC)
forging successful companies that create best-in-class
therapeutics.
Peak Bio’s lead product candidate, PHP-303 is a small molecule
currently awaiting Phase II dose clinical study in the orphan
disease Alpha1 anti-trypsin deficiency (AATD), with interim safety
results expected by the end of 2023. The company has been
successful at safely delivering a higher dose of PHP-303 in
patients after single-ascending dose (SAD) and multiple-ascending
dose (MAD) Phase I trials demonstrating dose-dependent
pharmacokinetics and achieving preclinical recommended Phase II
dose (RP2D).
About Ignyte Acquisition Corp.
Ignyte Acquisition Corp. is a blank check company, also commonly
referred to as a special purpose acquisition company, or “SPAC,”
formed for the purpose of entering into a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses
or entities. Ignyte is led by Chairman and Co-Chief Executive
Officer, David Rosenberg, Co-Chief Executive Officer, David J.
Strupp, Jr., and Chief Financial Officer, Steven Kaplan.
Additional Information and Where to Find It
In connection with the transaction, Ignyte intends to file the
Proxy Statement with the SEC, which will be distributed to its
shareholders in connection with Ignyte’s solicitation of proxies
for the vote by its shareholders with respect to the transaction
and other matters as described in the Proxy Statement. After the
Proxy Statement has been filed and cleared by the SEC, Ignyte will
mail a definitive proxy statement, when available, to its
shareholders. Investors and security holders and other interested
parties are urged to read the proxy statement, any amendments
thereto and any other documents filed with the SEC carefully and in
their entirety when they become available because they will contain
important information about Ignyte, Peak Bio and the transaction.
Investors and security holders may obtain free copies of the
preliminary proxy statement and definitive proxy statement (when
available) and other documents filed with the SEC by Ignyte through
the website maintained by the SEC at http://www.sec.gov, or by
directing a request to: Ignyte Acquisition Corp., 640 Fifth Avenue,
4th Floor, New York, NY 10019.
Participants in Solicitation
Ignyte, Peak Bio and their respective directors and certain of
their respective executive officers and other members of management
and employees may be considered participants in the solicitation of
proxies with respect to the transaction. Information about the
directors and executive officers of Ignyte is set forth in its
final prospectus filed on January 28, 2021 (the “Ignyte
Prospectus”). Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
included in the Proxy Statement and other relevant materials to be
filed with the SEC regarding the transaction when they become
available. Stockholders, potential investors and other interested
persons should read the Proxy Statement carefully when it becomes
available before making any voting or investment decisions. When
available, these documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, an offer to sell or the solicitation of an offer to buy any
securities.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the federal securities laws with
respect to the transaction. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other 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 financial and performance metrics, expectations of
achieving and maintaining profitability, projections of total
addressable markets, market opportunity and market share, net
proceeds from the transaction, potential benefits of the
transaction and the potential success of the Combined Company’s
market and growth strategies, and expectations related to the terms
and timing of the transaction. 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 (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Ignyte’s securities; (ii)
the risk that the transaction may not be completed by Ignyte’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
Ignyte; (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the approval of the
transaction by the shareholders of Ignyte, the satisfaction of the
minimum gross proceeds amount following any redemptions by Ignyte
's public stockholders and the receipt of certain governmental and
regulatory approvals; (iv) the inability to complete the PIPE
investment in connection with the transaction; (v) the failure to
realize the anticipated benefits of the transaction; (vi) the
effect of the announcement or pendency of the transaction on Peak
Bio’s business relationships, performance, and business generally;
(vii) risks that the transaction disrupts current plans of Peak
Bio; (viii) the outcome of any legal proceedings that may be
instituted against Ignyte or Peak Bio related to the business
combination agreement or the transaction; (ix) the ability to
maintain the listing of Ignyte’s securities on the Nasdaq Capital
Market; (x) the ability to address the market opportunity for Peak
Bio’s products and services; (xi) the risk that the transaction may
not generate the expected net proceeds for the combined company;
(xii) the ability to implement business plans, forecasts, and other
expectations after the completion of the transaction, and identify
and realize additional opportunities; (xiii) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the business combination agreement; and those
factors discussed in the Ignyte Prospectus under the heading “Risk
Factors,” and other documents of Ignyte filed, or to be filed, with
the SEC. If any of these risks materialize or Ignyte’s or Peak
Bio’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither Ignyte nor
Peak Bio presently know or that Ignyte and Peak Bio currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Ignyte’s and Peak
Bio’s expectations, plans or forecasts of future events and views
as of the date of this press release. Ignyte and Peak Bio
anticipate that subsequent events and developments will cause
Ignyte’s and Peak Bio’s assessments to change. However, while
Ignyte and Peak Bio may elect to update these forward-looking
statements at some point in the future, Ignyte and Peak Bio
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Ignyte’s and Peak Bio’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220428006285/en/
David Rosenberg Co-Chief Executive Officer Ignyte Acquisition
Corp. drosenberg@ignytespac.com
Ignyte Acquisition (NASDAQ:IGNY)
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