Sec Form 4 Filing - Neal James R @ Peak Bio, Inc. - 2024-11-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Neal James R 2. Issuer Name and Ticker or Trading Symbol Peak Bio, Inc. [ PKBO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4900 HOPYARD ROAD SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2024 (Street) PLEASANTON, CA94588 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/14/2024 C( 1 )( 2 ) 37,850 A 37,850 D Common Stock 11/14/2024 D( 1 )( 3 ) 37,850 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Convertible Notes ( 2 ) 11/14/2024 C( 1 )( 2 ) ( 2 ) ( 2 ) Common Stock 37,850 ( 2 ) 0 D Warrant (Right to Purchase) $ 0.6 11/14/2024 D( 1 )( 4 ) 33,340 ( 4 ) ( 4 ) Common Stock 33,340 ( 4 ) 0 D Stock Option (Right to Buy) $ 0.8 11/14/2024 D( 1 )( 5 ) 500,000 ( 5 ) ( 5 ) Common Stock 500,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Neal James R 4900 HOPYARD ROAD SUITE 100 PLEASANTON, CA94588 X Signatures /s/ James Neal 11/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 (the "Merger Agreement"), by and among the Issuer, Akari Therapeutics Plc ("Parent"), and Pegasus Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of November 14, 2024, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). ( 2 )Immediately prior to the effective time of the Merger (the "Effective Time"), the principal amount of convertible promissory notes held by the Reporting Person (together with accrued interest thereon) automatically converted into shares of common stock of the Issuer ("Peak Common Stock"). ( 3 )At the Effective Time, each issued and outstanding share of Peak Common Stock was cancelled and converted into the right to receive 0.2935 (the "Exchange Ratio") American Depositary Shares ("ADSs") of Parent, each ADS representing a number of ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Parent. ( 4 )At the Effective Time, each warrant to purchase capital stock of the Issuer (each, a "Peak Warrant") outstanding immediately prior to the Effective Time was converted into warrants to purchase a number of Ordinary Shares or ADSs (the "Assumed Warrants"), exercisable for a number of ADSs equal to the number of shares of Peak Common Stock underlying such Peak Warrant multiplied by the Exchange Ratio, and the exercise price with respect to such Assumed Warrants shall be equal to the exercise price of such Peak Warrant divided by the Exchange Ratio. ( 5 )At the Effective Time, each option to purchase shares of Peak Common Stock ("Peak Option") that was outstanding immediately prior to the Effective Time and unexercised, whether or not vested, was assumed by Parent and converted into the option to purchase a number of Ordinary Shares or ADSs (any such option, an "Assumed Option") equal to the number of Peak Common Stock underlying each such Peak Option multiplied by the Exchange Ratio.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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