SEC Comment Letter 0000000000-23-008215 to Peak Bio, Inc. (PKBO, PKBOW) (CIK 0001834645)
Peak Bio, Inc. (PKBO, PKBOW) (CIK 0001834645)
Date: Aug. 1, 2023 · CIK: 0001834645 · Accession: 0000000000-23-008215
AI Filing Summary & Sentiment
File numbers found in text: 333-268801
Letter
United States securities and exchange commission logo August 1, 2023 Stephen LaMond, PharmD, MBA Interim Chief Executive Officer Peak Bio, Inc. 4900 Hopyard Road, Suite 100 Pleasanton, CA 94588 Re:Peak Bio, Inc. Post-Effective Amendment No. 1 to Form S-1 Filed July 24, 2023 File No. 333-268801 Dear Stephen LaMond: We have reviewed your post-effective amendment 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. Post-Effective Amendment No. 1 to Form S-1 General 1.We note that the Form S-1 declared effective on March 1, 2023 registered, among other things, the resale of up to 4 million shares of common stock following issuance to White Lion Capital, LLC ("White Lion") pursuant to a Common Stock Purchase Agreement dated November 3, 2022 ("Purchase Agreement"). You now seek to register via post- effective amendment the resale of an additional 2 million common shares that may be issued to White Lion under the Purchase Agreement as amended in March 2023. Please explain why you believe you are able to do so in light of the general prohibition against adding securities by means of a post-effective amendment contained in Securities Act Rule 413(a). Refer also to Securities Act Rules Compliance and Disclosure Interpretation Q. 210.01.
FirstName LastNameStephen LaMond, PharmD, MBA Comapany NamePeak Bio, Inc. August 1, 2023 Page 2 FirstName LastName Stephen LaMond, PharmD, MBA Peak Bio, Inc. August 1, 2023 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Lauren Hamill at 303-844-1008 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Andrew P. Gilbert, Esq.
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United States securities and exchange commission logo
August 1, 2023
Stephen LaMond, PharmD, MBA
Interim Chief Executive Officer
Peak Bio, Inc.
4900 Hopyard Road, Suite 100
Pleasanton, CA 94588
Re:Peak Bio, Inc.
Post-Effective Amendment No. 1 to Form S-1
Filed July 24, 2023
File No. 333-268801
Dear Stephen LaMond:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 to Form S-1
General
1.We note that the Form S-1 declared effective on March 1, 2023 registered, among other
things, the resale of up to 4 million shares of common stock following issuance to White
Lion Capital, LLC ("White Lion") pursuant to a Common Stock Purchase Agreement
dated November 3, 2022 ("Purchase Agreement"). You now seek to register via post-
effective amendment the resale of an additional 2 million common shares that may be
issued to White Lion under the Purchase Agreement as amended in March 2023. Please
explain why you believe you are able to do so in light of the general prohibition against
adding securities by means of a post-effective amendment contained in Securities Act
Rule 413(a). Refer also to Securities Act Rules Compliance and Disclosure Interpretation
Q. 210.01.
FirstName LastNameStephen LaMond, PharmD, MBA
Comapany NamePeak Bio, Inc.
August 1, 2023 Page 2
FirstName LastName
Stephen LaMond, PharmD, MBA
Peak Bio, Inc.
August 1, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Lauren Hamill at 303-844-1008 or Tim Buchmiller at 202-551-3635 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Andrew P. Gilbert, Esq.