SEC Comment Letter 0000000000-23-001228 to Peak Bio, Inc. (PKBO, PKBOW) (CIK 0001834645)
Peak Bio, Inc. (PKBO, PKBOW) (CIK 0001834645)
Date: Feb. 6, 2023 · CIK: 0001834645 · Accession: 0000000000-23-001228
AI Filing Summary & Sentiment
File numbers found in text: 333-268801
Letter
United States securities and exchange commission logo February 6, 2023 Stephen LaMond Interim Chief Executive Officer Peak Bio, Inc. 3350 W. Bayshore Rd., Suite 100 Palo Alto, CA 94303 Re:Peak Bio, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed February 1, 2023 File No. 333-268801 Dear Stephen LaMond: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 18, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 Cover Page 1.We note your response to comment three and note that your shares are not currently listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX or OTCQB. Therefore, the fixed price at which your selling shareholders can sell their shares pursuant to this registration statement must be disclosed in the registration statement. These shareholders can sell their shares at the market price if the shares are listed on a national securities exchange or are quoted on the OTC Bulletin Board, OTCQX or OTCQB. Please revise your registration statement to disclose this selling price. Please note that if your selling shareholders sell their shares at negotiated prices, they are not relying on the registration statement, please remove the disclosure related to private
FirstName LastNameStephen LaMond Comapany NamePeak Bio, Inc. February 6, 2023 Page 2 FirstName LastName Stephen LaMond Peak Bio, Inc. February 6, 2023 Page 2 transactions. Additionally, please explain why White Lion is only able to sell its shares of your Common Stock if it is listed on the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market, the New York Stock Exchange or the NYSE American.
Recent Developments, page 8 2.We note your response to comment three and your disclosure indicating that Nasdaq intends to file a Form 25-NSE Notification of Delisting once all applicable appeal and review periods have expired. Please revise to clarify when the applicable appeal and review periods are scheduled to expire and whether you intend to appeal the determination. Please contact Jimmy McNamara at 202-551-7349 or Suzanne Hayes at 202-551-3675 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Scott A. Cowan, Esq.
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United States securities and exchange commission logo
February 6, 2023
Stephen LaMond
Interim Chief Executive Officer
Peak Bio, Inc.
3350 W. Bayshore Rd., Suite 100
Palo Alto, CA 94303
Re:Peak Bio, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 1, 2023
File No. 333-268801
Dear Stephen LaMond:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 18, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note your response to comment three and note that your shares are not currently listed
on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX or
OTCQB. Therefore, the fixed price at which your selling shareholders can sell their
shares pursuant to this registration statement must be disclosed in the registration
statement. These shareholders can sell their shares at the market price if the shares are
listed on a national securities exchange or are quoted on the OTC Bulletin Board, OTCQX
or OTCQB. Please revise your registration statement to disclose this selling price. Please
note that if your selling shareholders sell their shares at negotiated prices, they are not
relying on the registration statement, please remove the disclosure related to private
FirstName LastNameStephen LaMond
Comapany NamePeak Bio, Inc.
February 6, 2023 Page 2
FirstName LastName
Stephen LaMond
Peak Bio, Inc.
February 6, 2023
Page 2
transactions. Additionally, please explain why White Lion is only able to sell its shares of
your Common Stock if it is listed on the Nasdaq Capital Market, the Nasdaq Global Select
Market, the Nasdaq Global Market, the New York Stock Exchange or the NYSE
American.
Recent Developments, page 8
2.We note your response to comment three and your disclosure indicating that Nasdaq
intends to file a Form 25-NSE Notification of Delisting once all applicable appeal and
review periods have expired. Please revise to clarify when the applicable appeal and
review periods are scheduled to expire and whether you intend to appeal the
determination.
Please contact Jimmy McNamara at 202-551-7349 or Suzanne Hayes at 202-551-3675
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Scott A. Cowan, Esq.