10-K 1 ignyte3897661-10k.htm ANNUAL REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39951

Ignyte Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		85-2448157
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

640 Fifth Avenue, 4th Floor New York, NY		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 409-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant	IGNYU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	IGNY	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	IGNYW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,”

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

		PAGE
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	38
Item 2.	Properties	38
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosures	38

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
Item 6.	Selected Financial Date	39
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	42
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	42
Item 9A.	Controls and Procedures	42
Item 9B.	Other Information	42

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	51
Item 13.	Certain Relationships and Related Transactions, and Director Independence	52
Item 14.	Principal Accounting Fees and Services	52

PART IV
Item 15.	Exhibits and Financial Statement Schedules	53
Item 16.	Form 10-K Summary.	53

●	we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein;

●	we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such business combination and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination;

●	if our initial business combination is not consummated within 21 months from the closing of our initial public offering, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve our company;

●	we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and

●	prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock sold in our initial public offering on an initial business combination.

●	our obligation to seek stockholder approval of a business combination or engage in a tender offer may delay the completion of a transaction;

●	our obligation to convert or repurchase shares of common stock held by our public stockholders may reduce the resources available to us for a business combination; and

●	our outstanding warrants, and the potential future dilution they represent.

●	we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock,

●	the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and

●	the Market Value is below $9.20 per share,

●	may significantly reduce the equity interest of our existing investors;

●	may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock;

●	may cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

●	may adversely affect prevailing market prices for our shares of common stock.

●	default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

●	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

●	solely dependent upon the performance of a single business, or

●	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

●	adverse changes in international, national, regional or local economic, demographic and market conditions;

●	competition from other companies and businesses in the life sciences, biotechnology and healthcare sectors;

●	the ability to develop successful new products or improve existing ones;

●	the disruption or failure of our networks, systems, platform or technology that frustrate or thwart our users’ ability to access our products and services, which may cause our users, advertisers, and partners to cut back on or stop using our products and services altogether, which could harm our business;

●	mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products, which could harm our business and reputation;

●	litigation and other legal proceedings;

●	the ability to attract and retain highly skilled employees;

●	environmental risks; and

●	civil unrest, labor strikes, acts of God, including earthquakes, floods and other natural disasters and acts of war or terrorism, which may result in uninsured losses.

●	rules and regulations or currency conversion or corporate withholding taxes on individuals;

●	tariffs and trade barriers;

●	regulations related to customs and import/export matters;

●	longer payment cycles;

●	tax issues, such as tax law changes and variations in tax laws as compared to the United States;

●	currency fluctuations and exchange controls;

●	challenges in collecting accounts receivable;

●	cultural and language differences;

●	employment regulations;

●	crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

●	deterioration of political relations with the United States.

●	a limited availability of market quotations for our securities;

●	reduced liquidity with respect to our securities;

●	a determination that our shares of common stock are “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;

●	a limited amount of news and analyst coverage for our company; and

●	a decreased ability to issue additional securities or obtain additional financing in the future.

●	restrictions on the nature of our investments; and

●	restrictions on the issuance of securities.

●	registration as an investment company;

●	adoption of a specific form of corporate structure; and

●	reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

Name	Age	Title
David I. Rosenberg	47	Chairman of the Board and Co-Chief Executive Officer
David J. Strupp, Jr.	52	Co-Chief Executive Officer and Director
Steven Kaplan	57	Chief Financial Officer and Director
Cheryl Cohen	55	Director
Charles Wilson, Ph.D.	56	Director
John Andrew Boockvar, M.D.	49	Director
Richard J. Rosenstock	69	Director

●	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

●	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

●	discussing with management major risk assessment and risk management policies;

●	monitoring the independence of the independent auditor;

●	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

●	reviewing and approving all related-party transactions;

●	inquiring and discussing with management our compliance with applicable laws and regulations;

●	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

●	appointing or replacing the independent auditor;

●	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

●	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

●	approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

●	should have demonstrated notable or significant achievements in business, education or public service;

●	should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

●	should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

●	reviewing and approving the compensation of all of our other executive officers;

●	reviewing our executive compensation policies and plans;

●	implementing and administering our incentive compensation equity-based remuneration plans;

●	assisting management in complying with our proxy statement and annual report disclosure requirements;

●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●	if required, producing a report on executive compensation to be included in our annual proxy statement; and

●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

●	the corporation could financially undertake the opportunity;

●	the opportunity is within the corporation’s line of business; and

●	it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

●	except as may be prescribed by any written agreement with us, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue; and

●	our officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities or any of our sponsor or its affiliates to the fullest extent permitted by Delaware law.

Name of Individual		Name of Affiliated Entity
David Rosenberg		Ladenburg Thalmann & Co. Inc.
		Dianomi Therapeutics
David J. Strupp, Jr.		Ladenburg Thalmann & Co. Inc.
Steven Kaplan		Ladenburg Thalmann & Co. Inc.
Cheryl Cohen		CLC Consulting
		Aerpio Pharmaceuticals, Inc.
		Novus Theapeutics, Inc.
Richard Rosenstock		Encore Atlantic Fund, LLC

●	None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

●	Unless we consummate our initial business combination, our officers, directors and sponsor will not receive reimbursement or repayment for any out-of-pocket expenses incurred by them, or loans made to us, to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

●	The founders’ shares beneficially owned by our initial stockholders and the private warrants purchased by our sponsor, and any warrants which our officers or directors may purchase in the aftermarket will expire worthless if a business combination is not consummated. This is because our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect to any of the founders’ shares, private shares or warrants.

●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares of Common Stock
David Rosenberg⁽²⁾		1,437,500		19.7	%
David J. Strupp, Jr.^{(2) (3)}		1,447,500		19.9	%
Steven Kaplan⁽⁴⁾		5,000		*
Cheryl Cohen⁽⁴⁾		—		—
Charles Wilson⁽⁴⁾		—		—
John Andrew Boockvar⁽⁴⁾		—		—
Richard J. Rosenstock⁽⁴⁾		—		—
Ignyte Sponsor LLC		1,437,500		19.7	%
All directors and executive officers as a group (seven individuals)		1,452,500		19.9	%

*	Less than 1%.

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o Ignyte Acquisition Corp., 640 5th Avenue, 4th Floor, New York, New York 10019.

(2)	Includes 1,437,500 shares of common stock held by Ignyte Sponsor LLC, our sponsor, of which David Rosenberg and David J. Strupp, Jr. are managing members. Accordingly, all securities held by our sponsor may ultimately be deemed to be beneficially held by Messrs. Rosenberg and Strupp.

(3)	Includes 10,000 shares of common stock held by held by David J. Strupp, Jr. which form part of 10,000 of our units.

(4)	Does not include any securities held by Ignyte Sponsor LLC, of which each person is a member. Each such person disclaims beneficial ownership of the reported shares other than to the extent of his ultimate pecuniary interest therein.

Exhibit No.		Description
3.1		Certificate of Incorporation (2)
3.2		Amended and Restated Certificate of Incorporation (1)
3.3		Bylaws (2)
4.1		Warrant Agreement, dated January 27, 2021, between Continental Stock Transfer & Trust Company and the Registrant (1)
4.2		Description of Securities*
10.1		Letter Agreement, dated January 27, 2021, by and among the Registrant and John Andrew Boockmar*
10.2		Letter Agreement, dated January 27, 2021, by and among the Registrant and Cheryl Cohen*
10.3		Letter Agreement, dated January 27, 2021, by and among the Registrant and Steven Kaplan*
10.4		Letter Agreement, dated January 27, 2021, by and among the Registrant and David Rosenberg*
10.5		Letter Agreement, dated January 27, 2021, by and among the Registrant and Richard Rosenstock*
10.6		Letter Agreement, dated January 27, 2021, by and among the Registrant and Ignyte Sponsor LLC*
10.7		Letter Agreement, dated January 27, 2021, by and among the Registrant and David J. Strupp, Jr.*
10.8		Letter Agreement, dated January 27, 2021, by and among the Registrant and Charles Wilson*
10.9		Investment Management Trust Agreement, dated January 27, 2021, between Continental Stock Transfer & Trust Company and the Registrant (1)
10.10		Promissory Note, dated November 20, 2020, issued to David Strupp*
10.11		Promissory Note, dated November 20, 2020, issued to David Rosenberg*
10.12		Promissory Note, dated November 20, 2020, issued to Steven Kaplan*
10.13		Registration Rights Agreement, dated January 27, 2021, between the Registrant and certain securityholders of the Registrant (1)
10.14		Stock Escrow Agreement, dated January 27, 2021, between the Registrant, Ignyte Sponsor LLC, and Continental Stock Transfer & Trust Company (1)
10.15		Administrative Services Agreement, dated January 27, 2021, between the Registrant and Ignyte Sponsor LLC (1)
10.16		Form of Indemnification Agreement (1)
14.1		Code of Ethics (2)
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**


*	Filed herewith
**	Furnished herewith
(1)	Incorporated by reference to the Company’s Form 8-K, filed with the Commission on February 1, 2021.
(2)	Incorporated by reference to the Company’s Form S-1, filed with the Commission on January 11, 2021.

		Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheet as of December 31, 2020		F-3
Statement of Operations for the period from August 6, 2020 (inception) through December 31, 2020		F-4
Statement of Changes in Stockholder’s Equity for the period from August 6, 2020 (inception) through December 31, 2020		F-5
Statement of Cash Flows for the period from August 6, 2020 (inception) through December 31, 2020		F-6
Notes to Financial Statements		F-7

Assets
Current asset - cash	$	25,425
Deferred offering costs		81,575
Total Assets	$	107,000
Liabilities and Stockholder’s Equity
Current liabilities:
Due to related party	$	310
Promissory note - related party		80,000
Total current liabilities		80,310
Commitments and Contingencies
Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-
Common stock, $0.0001 par value; 50,000,000 shares authorized; 1,537,500 shares issued and outstanding⁽¹⁾		154
Additional paid-in capital		26,846
Accumulated deficit		(310	)
Total Stockholder’s equity		26,690
Total Liabilities and Stockholder’s Equity	$	107,000

Formation and operating costs	$	310
Net loss	$	(310	)
Basic and diluted weighted average shares outstanding⁽¹⁾		1,350,000
Basic and diluted net loss per share	$	(0.00	)

SEC Form 10-K filed by Ignyte Acquisition Corp.