11/18/2024 | Press release | Distributed by Public on 11/18/2024 19:02
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Patel Samir Rashmikant C/O AKARI THERAPEUTICS, PLC 22 BOSTON WHARF ROAD FL 7 BOSTON, MA 02210 |
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/s/ Wendy F. DiCicco, as Attorney-in-Fact | 11/18/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents 2,000 Ordinary Shares. |
(2) | 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, by and among the Issuer, Peak Bio Inc. ("Peak Bio"), and Pegasus Merger Sub, Inc., a wholly-owned subsidiary of Issuer ("Merger Sub"), pursuant to which Merger Sub merged with and into Peak Bio effective as of November 14, 2024, with Peak Bio surviving as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Peak Bio (each, a "Peak Share") was cancelled and converted into the right to receive 0.2935 (the "Exchange Ratio") ADSs. |
(3) | Represents the number of Ordinary Shares acquired by the Reporting Person from the exchange of Peak Shares held by the Reporting Person at the Effective Time in accordance with the Exchange Ratio. |