IGNY merger with Peak Bio, Inc.
Peak Bio, Inc. — Bio Co., Ltd.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $3M · unsourced
- Break fee
- $0M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Peak Bio, Inc.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Bio Co., Ltd. Peak Bio Co., Ltd. is a clinical-stage biopharmaceutical company focused on developing therapeutics addressing significant unmet needs in the areas of oncology and inflammation. Peak Bios 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 Bios 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. Peak Bio 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).
Peak Bio, Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.