Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-236735

PROSPECTUS SUPPLEMENT

(To Prospectus dated March 19, 2020)

 

 

 

Up to $27,000,000 of Shares

of Common Stock

 

 

 

On June 17, 2020, we entered into an equity distribution agreement, or the equity distribution agreement, with UBS Securities LLC, or the sales agent, relating to the sale of shares of our common stock with an aggregate gross sales price of up to $45,000,000. On June 17, 2020, pursuant to the equity distribution agreement, we filed a prospectus supplement pursuant to which we could offer and sell from time to time shares of our common stock having an aggregate gross sales price of up to $45,000,000 through the sales agent. On July 29, 2020 we entered into amendment no. 1 to the equity distribution agreement, or amendment no. 1, increasing the aggregate gross sales price by an additional $27,000,000 offered by this prospectus supplement. In accordance with the terms of the equity distribution agreement, as amended by amendment no. 1, we may offer and sell shares of our common stock pursuant to this prospectus supplement having an aggregate offering price of up to $27,000,000 from time to time through the sales agent. Of the $45,000,000 of shares of our common stock covered by the equity distribution agreement and the related prospectus supplement, dated June 17, 2020, we issued and sold an aggregate of 20,326,217 shares of our common stock for gross proceeds of approximately $44,993,011.

 

On March 19, 2020, we entered into a Purchase Agreement, or the Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which provided that, upon the terms and subject to the conditions and limitations set forth therein, we had the right to sell to Lincoln Park, up to $50,000,000 of shares of our common stock pursuant to the terms thereof and on March 20, 2020, we filed a prospectus supplement, or the Lincoln Park prospectus supplement, to register for sale the shares of common stock that were issued and could be issued to Lincoln Park pursuant to the Purchase Agreement. Of the $50,000,000 of shares of our common stock covered by the Purchase Agreement and the Lincoln Park prospectus supplement, we issued and sold an aggregate of 19,473,013 shares of our common stock for gross proceeds of approximately $25,228,437 and paid a commitment fee to Lincoln Park of 815,827 shares of our common stock having a value of approximately $1,305,324. On July 24, 2020, we notified Lincoln Park that we were terminating the Purchase Agreement, effective July 27, 2020. An aggregate of approximately $23,466,239 of shares of our common stock remained to be sold under the Purchase Agreement at the time it was terminated, which amount has been reallocated to be issued and sold under the equity distribution agreement, as amended by amendment no. 1, and are included in this prospectus supplement.

 

Our common stock is listed on the NYSE American LLC, or the NYSE American, under the symbol “IBIO.” On July 27, 2020, the last reported sales price of our common stock on the NYSE American was $4.66 per share.

 

We will pay the sales agent an aggregate fee of up to 3.0% of the gross proceeds of each sale of shares of our common stock through the sales agent. Subject to the terms and conditions of the equity distribution agreement, as amended by amendment no. 1, the sales agent will use its commercially reasonable efforts to sell on our behalf any shares of common stock to be offered by us under the equity distribution agreement, as amended by amendment no. 1. Sales of the shares to which this prospectus supplement and the accompanying base prospectus relate, if any, will be made in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. Any such sales will be made by means of ordinary brokers’ transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or negotiated transactions, or as otherwise agreed with the sales agent, including in block transactions or any other method permitted by law. The sales agent is not required to sell any specific amount, but will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices, on mutually agreed terms between the sales agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

The offering of our shares of common stock pursuant to the equity distribution agreement, as amended by amendment no. 1, will terminate upon the earlier of (1) the sale of all the shares of our common stock subject to the equity distribution agreement, as amended by amendment no. 1, and (2) the termination of the equity distribution agreement, as amended by amendment no. 1, pursuant to its terms, by either the sales agent or us.

 

In connection with the sale of our shares of common stock on our behalf, the sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the sales agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act.

 

Under the terms of the equity distribution agreement, as amended by amendment no. 1, we also may sell shares to the sales agent, as principal for its own respective account, at a price per share to be agreed upon at the time of sale. If we sell shares to the sales agent, acting as principal, we will enter into a separate terms agreement with the sales agent, setting forth the terms of such transaction, and we will describe the terms agreement in a separate prospectus supplement or pricing supplement.

 

Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

 

 

 

UBS Investment Bank

 

 

  

The date of this prospectus supplement is July 29, 2020

 

 

 

 

TABLE OF CONTENTS

 

PROSPECTUS SUPPLEMENT

  Page
   
ABOUT THIS PROSPECTUS SUPPLEMENT S-i
   
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS S-ii
   
PROSPECTUS SUPPLEMENT SUMMARY S-1
   
THE OFFERING S-3
   
RISK FACTORS S-4
   
USE OF PROCEEDS S-9
   
DILUTION S-10
   
PLAN OF DISTRIBUTION S-11
   
LEGAL MATTERS S-13
   
EXPERTS S-13
   
WHERE YOU CAN FIND MORE INFORMATION S-13
   
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE S-13

 

PROSPECTUS

 

  Page
   
ABOUT THIS PROSPECTUS 1
   
SUMMARY 4
   
RISK FACTORS 6
   
FORWARD-LOOKING STATEMENTS 6
   
USE OF PROCEEDS 6
   
PLAN OF DISTRIBUTION 7
   
SECURITIES WE MAY OFFER 8
   
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 15
   
LEGAL MATTERS 15
   
EXPERTS 16
   
WHERE YOU CAN FIND MORE INFORMATION 16
   
DOCUMENTS INCORPORATED BY REFERENCE 16

 

 

 

 

 

ABOUT THIS PROSPECTUS SUPPLEMENT

 

This prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on Form S-3 (File No. 333-236735) that we filed with the U.S. Securities and Exchange Commission, or the “SEC,” on February 28, 2020, which was amended on March 13, 2020 and declared effective on March 19, 2020.

 

This prospectus supplement describes the specific terms of this offering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. The accompanying base prospectus, including the documents incorporated by reference, provides more general information. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying base prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in the accompanying base prospectus — the statement in the document having the later date modifies or supersedes the earlier statement. You should read this prospectus supplement and the accompanying base prospectus, including the information incorporated by reference and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision.

 

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus, along with the information contained in any free writing prospectus that we have authorized for use in connection with this offering. We have not authorized anyone to provide you with different or additional information. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying base prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties and covenants were accurate only as of the date when made; therefore, such representations, warranties and covenants should not be relied on as accurate representations of the current state of our affairs.

 

Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying base prospectus to “iBio,” the “Company,” “we,” “us” and “our” refer to iBio, Inc. and its subsidiaries.

 

This prospectus supplement, the accompanying base prospectus and the information incorporated by reference includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement or the accompanying base prospectus are the property of their respective owners.

 

We are offering to sell, and are seeking offers to buy, the common stock only in jurisdictions where such offers and sales are permitted. No action has been or will be taken in any jurisdiction by us or the sales agent that would permit a public offering of the common stock or the possession or distribution of this prospectus supplement and the accompanying base prospectus in any jurisdiction, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement and the accompanying base prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying base prospectus outside the United States. This prospectus supplement and the accompanying base prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying base prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

 

S-i 

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus supplement, accompanying base prospectus and the documents incorporated by reference herein or therein contain or incorporate by reference forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on current expectations, estimates and projections about our industry, our beliefs and assumptions. We use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement, and the risk factors set forth under the heading “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2019 and “Item 1A. Risk Factors” of our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2019, December 31, 2019 and March 31, 2020. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this prospectus supplement.

 

S-ii 

 

 

PROSPECTUS SUPPLEMENT SUMMARY

  

This summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein. This summary is not complete and does not contain all of the information that you should consider before making an investment decision. To fully understand this offering and its consequences to you, you should read this entire prospectus supplement and the accompanying base prospectus carefully, including the factors described under the heading “Risk Factors” in this prospectus supplement beginning on page S-4 and page 6 of the accompanying base prospectus, together with any free writing prospectus we have authorized for use in connection with this offering and the financial statements and all other information incorporated by reference in this prospectus supplement and the accompanying base prospectus. When used in this prospectus supplement and the accompanying base prospectus, except where the context otherwise requires, the terms “iBio,” “we,” “us” and “our” refer to iBio, Inc. and its subsidiaries.

 

Our Company

 

We are a full-service plant-based expression biologics CDMO equipped to deliver pre-clinical development through regulatory approval, commercial product launch and on-going commercial phase requirements. As a biotechnology company, we are focused on using our proprietary technologies and production facilities to provide product development and manufacturing services to clients, collaborators and third-party customers as well as developing and commercializing our own product candidates. Our assets and capabilities include proprietary and transformative methods for the development, improvement, and production of biologics using hydroponically grown, transiently-transfected green plants for recombinant protein production.

 

Our technologies have been successfully used with a diverse range of biopharmaceutical product candidates including products against fibrotic diseases, vaccines, enzyme replacements, monoclonal antibodies, and recombinant versions of marketed products that are currently derived from human blood plasma. iBio technologies have been used to advance development of certain products that have been commercially infeasible to develop with conventional technologies such as Chinese hamster ovary cell systems and microbial fermentation methods. We have also used our technologies to create and produce experimental, proprietary derivatives of pre-existing products with improved properties.

 

We believe that our technologies and our development and manufacturing capabilities offer clients and collaborators multiple advantages over the use of legacy methods, including increased efficiency in early-stage product screening, more predictable and shorter time frames during preclinical product development and testing, and significant time and cost savings in making the transitions between clinical trial phases and eventual product launch. In addition, our technologies are applicable to both improving process efficiency and improving product quality and performance characteristics. We expect demand for our technologies and services to increase steadily and to provide significant revenue opportunities with clients addressing the expanding global market for biopharmaceutical products because the competitive success of new products often depends on improved efficacy and safety or on reduced development time and cost-effective manufacturing processes. We believe our technologies and capabilities deliver these benefits to our collaborators and clients.

 

We expect to provide services and participate in collaborative development programs with a diverse group of clients and collaborators. We are also developing our own proprietary biopharmaceuticals for human and animal diseases. Our human biopharmaceutical pipeline is comprised of a treatment for fibrotic diseases (“IBIO-100”, formerly described as “CFB03”) and a vaccine for COVID-19 disease (“IBIO-200”). The veterinary use pipeline is comprised of a vaccine for classical swine fever (IBIO-400). We routinely evaluate opportunities for in-licensing new product candidates originating in both academic institutions and corporate research programs.

 

We developed and implemented a new business model as a result of the ongoing litigation against our original research and development contractor. Our business model comprises three key elements:

 

1.CDMO Facility Activities - the creation of a contract development and manufacturing organization to produce revenue through the provision of services based on our technologies and capabilities;

 

2.Product Candidate Pipeline - the advancement of select product candidates developed by iBio or through partnering with collaborators; and

 

3.Facility Design and Build-out / Technology Transfer – part of the core service offerings of our CDMO, the design and development for others of facilities based on our new technologies and experience along with the provision of commercial technology transfer.

 

S-1 

 

 

Recent Developments

 

On March 19, 2020, we entered into the Purchase Agreement with Lincoln Park, which provided that, upon the terms and subject to the conditions and limitations set forth therein, we had the right to sell to Lincoln Park, up to $50,000,000 of shares of our common stock pursuant to the terms thereof and on March 20, 2020, we filed the Lincoln Park Prospectus Supplement, to register for sale the shares of common stock that were issued and could be issued to Lincoln Park pursuant to the Purchase Agreement. Of the $50,000,000 of shares of our common stock covered by the Purchase Agreement and the Lincoln Park prospectus supplement, we issued and sold an aggregate of 19,473,013 shares of our common stock for gross proceeds of approximately $25,228,437 and paid a commitment fee to Lincoln Park of 815,827 shares of our common stock having a value of approximately $1,305,324.

 

On July 24, 2020, we notified Lincoln Park that we were terminating the Purchase Agreement, effective July 27, 2020. The amount of common stock issued to Lincoln Park is equal 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement, the maximum amount of our common stock that was issuable under the rules of the NYSE American and the Purchase Agreement. An aggregate of approximately $23,466,239 of shares of our common stock remained to be sold under the Purchase Agreement at the time it was terminated, which amount has been reallocated to be issued and sold under the equity distribution agreement, as amended by amendment no. 1, and are included in this prospectus supplement. We filed a supplement no. 1 to the Lincoln Park prospectus supplement on July 29, 2020 to terminate the offering of the approximately $23,466,239 of unsold shares of common stock, which we reallocated to this prospectus supplement.

 

Corporate Information

 

We are a Delaware corporation. Our principal executive/administrative offices are located at 600 Madison Avenue, Suite 1601, New York, NY 10022, and our telephone number is (302) 355-0650. Our website address is http://www.ibioinc.com. Information on or accessed through our website is not incorporated into this prospectus supplement or the accompanying base prospectus and is not a part of this prospectus supplement or the accompanying base prospectus. Our common stock is listed on the NYSE American under the symbol “IBIO.” 

 

S-2 

 

 

THE OFFERING

  

Issuer iBio, Inc.
   
Common stock offered by us: Shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $27,000,000.  
   
Common stock to be outstanding
after the offering
Up to approximately 4,679,376, assuming sales of all $27,000,000 of shares of our common stock in this offering at an offering price of $5.77 per share, which was the last reported sale price of our common stock on the NYSE American on July 23, 2020. The actual number of shares issued will vary depending on the sales price under this offering.
   
Manner of offering: “At the market offering” that may be made from time to time on the NYSE American or other market for our common stock. See the section entitled “Plan of Distribution” on page S-11 of this prospectus supplement.
   
Use of Proceeds: We currently intend to use the net proceeds of this offering for operating costs, including working capital needs and for other general corporate purposes.  See “Use of Proceeds” on page S-9 of this prospectus supplement.
   
Risk Factors: Before deciding to invest in shares of our common stock, you should read carefully the risks set forth under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement, and the risk factors set forth under the heading “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2019 and “Item 1A. Risk Factors” of our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2019, December 31, 2019 and March 31, 2020 for certain considerations relevant to an investment in our common stock.
   
NYSE American trading symbol: “IBIO”
   
Transfer Agent and Registrar Continental Stock Transfer and Trust Company  

 

S-3 

 

 

RISK FACTORS

 

Investing in our common stock involves a high degree of risk. This prospectus supplement does not describe all of those risks. You should consider the risk factors described in this prospectus supplement under the caption “Risks Related to This Offering and Our Securities” below, as well as the those described under the caption “Risk Factors” in the documents incorporated by reference herein, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the SEC on August 26, 2019 and our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2019, December 31, 2019 and March 31,2020, and as updated by annual, quarterly and other reports and documents we file with the Securities and Exchange Commission, or the SEC, after the date of this prospectus supplement and that are incorporated by reference in this prospectus supplement or the accompanying base prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, before making an investment decision.

 

If any of these risks occur, our business, financial condition, results of operations and future prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock would likely decline and you may lose all or part of your investment. Share information set forth in these risk factors is as of the dates set forth herein or therein and unless otherwise indicated, does not give effect to the issuance of the securities in connection with this offering.

 

Risks Related to this Offering and Our Securities

 

If you purchase shares of our common stock sold in this offering, you will experience immediate and substantial dilution in the net tangible book value of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional dilution to investors.

 

The price per share of our common stock being offered may be higher than the net tangible book value per share of our outstanding common stock prior to this offering. Assuming that an aggregate of 4,679,376 shares of our common stock are sold at a price of $5.77 per share, the last reported sale price of our common stock on the NYSE American on July 23, 2020, for aggregate gross proceeds of approximately $27,000,000 and after deducting commissions and estimated offering expenses payable by us, new investors in this offering will incur immediate dilution of $5.13 per share. For a more detailed discussion of the foregoing, see the section entitled “Dilution” below.

 

We do not currently intend to pay dividends on our common stock, and any return to investors is expected to come, if at all, only from potential increases in the price of our common stock.

 

At the present time, we intend to use available funds to finance our operations. Accordingly, while payments of dividends is within the discretion of our board of directors, no cash dividends on our common stock have been declared or paid by us, and we have no intention of paying any such dividends in the foreseeable future. Any return to investors is expected to come, if at all, only from potential increases in the price of our common stock.

 

We need additional funding to execute our business plan, which funding may not be available on commercially acceptable terms or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate the commercialization of our development and manufacturing services and efforts or our product development programs.

 

We have limited financial resources and need substantial additional funding in connection with our continuing operations, especially if we are delayed or are unsuccessful in attracting and maintaining customers for the development, manufacturing and technology transfer services offered by iBio CDMO. To the extent that we initiate or continue clinical development without securing collaborator or licensee funding, our research and development expenses could increase substantially. Additionally, to the extent that our efforts to out-license our technologies and product candidates are unsuccessful or we find that it is necessary to advance the development of product candidates further than contemplated by our current business plans to secure favorable licensing terms, we would require substantial additional capital.

 

Even though we issued and sold an aggregate of (i) 19,473,013 shares of our common stock for gross proceeds of approximately $25,228,437 pursuant to the Lincoln Park Purchase Agreement and (ii) 20,326,217 shares of our common stock for gross proceeds of approximately $44,993,011 pursuant to the equity distribution agreement, and even if we were to sell the full $27,000,000 of shares of our common stock pursuant to the equity distribution agreement, as amended by amendment no. 1, we may still need additional capital to fully implement our business, operating and development plans.

 

When we elect to raise additional funds or additional funds are required, we may raise such funds from time to time through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Additional equity or debt financing or corporate collaboration and licensing arrangements may not be available on acceptable terms, if at all. In addition, no further sales of shares of our common stock will be made pursuant to the Purchase Agreement that we entered into with Lincoln Park in March 2020 since we terminated such agreement, effective July 27, 2020. If we are unable to raise capital in sufficient amounts when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.

 

S-4 

 

 

Based on our total cash on hand as of July 23, 2020, combined with proceeds from subsequent equity issuances, including sales of our shares of common stock pursuant to the equity distribution agreement, we believe we have adequate cash on hand to support our current planned activities. We plan to fund our future business operations using cash on hand, through proceeds realized in connection with the commercialization of our technologies and proprietary products, license and collaboration arrangements and the operation of iBio CDMO, and through proceeds from the sale of additional equity or other securities. We cannot be certain that such funding will be available on favorable terms or available at all. To the extent that the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution.

 

We have based this projection on assumptions that may prove to be wrong, in which case we may deplete our cash resources sooner than we currently anticipate. Our future capital requirements will depend on many factors, including:

 

 

further obtaining and retention of developmental, manufacturing and facility build-out and technology transfer

opportunities at the CDMO;

 

  the ability to generate and increase third-party client sales and realized revenue at iBio CDMO;

 

 

our ability to attract additional licensees or other third parties willing to fund development, and, if successful,

commercialization of product candidates;

 

  the costs, timing and regulatory review of our own product candidates;

 

 

the costs of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending

intellectual property-related claims; and

 

  the extent to which we acquire or invest in businesses, products and technologies.

 

If we are unable to raise funds when required or on favorable terms, this assumption may no longer be operative, and we may have to: a) significantly delay, scale back, or discontinue the product application and/or commercialization of our proprietary technologies; b) seek collaborators for our technology and product candidates on terms that are less favorable than might otherwise be available; c) relinquish or otherwise dispose of rights to technologies, product candidates, or products that we would otherwise seek to develop or commercialize; or d) possibly cease operations.

 

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.

 

Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from this offering, if any, for operating costs, including working capital needs and for other general corporate purposes. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds, if any, may be used for corporate purposes that do not improve our operating results or enhance the value of our common stock. The failure of our management to use these funds effectively could have a material adverse effect on our business, cause the market price of our common stock to decline and impair the commercialization of our products and/or delay the development of our product candidates. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing instruments and U.S. government securities. These investments may not yield a favorable return to our stockholders.

 

Resales of our common stock in the public market during this offering by our stockholders may cause the market price of our common stock to fall.

 

We may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares

of our common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock.

 

S-5 

 

 

The actual number of shares we will issue under the equity distribution agreement, as amended by amendment no. 1, at any one time or in total, is uncertain.

 

Subject to certain limitations in the equity distribution agreement, as amended by amendment no. 1, with the sales agent and compliance with applicable law, we have the discretion to deliver placement notices to the sales agent at any time throughout the term of the equity distribution agreement, as amended by amendment no. 1. The number of shares that are sold by the sales agent as our sales agent after we deliver a placement notice will fluctuate based on the market price of the common stock and the trading volume of our common stock during the sales period and limits we set with the sales agent.

 

The shares of common stock offered under this prospectus supplement and the accompanying base prospectus may be sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices.

 

Investors who purchase shares under this prospectus supplement and the accompanying base prospectus at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price limitation. Investors may experience declines in the value of their shares as a result of share sales made at prices lower than the prices they paid.

 

We have been notified by the NYSE American of our failure to comply with certain continued listing requirements and if we are unable to regain compliance with all applicable continued listing requirements and standards of the NYSE American, our common stock could be delisted from the NYSE American.

 

On October 16, 2019, we received notice from the NYSE American that we are currently below the NYSE American’s continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide, which applies if a listed company has stockholders’ equity of less than $4,000,000 and has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years, and Section 1003(a)(iii) of the NYSE American Company Guide, which applies if a listed company has stockholders’ equity of less than $6,000,000 and has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The NYSE American indicated that a review of us shows that we are not in compliance with Section 1003(a)(ii) and Section 1003(a)(iii) because we reported stockholders’ equity of $2.46 million as of June 30, 2019 and net losses in our five most recent fiscal years ended June 30, 2019.

 

On December 9, 2019, we received a further notice from the NYSE American that we are currently below NYSE American’s continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide, which applies if a listed company has stockholders’ equity of less than $2,000,000 and has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, as reported in our Current Report on Form 8-K filed with the SEC on December 13, 2019. The December 9, 2019 notification from the NYSE also stated that the NYSE American has determined that our securities have been selling for a low price per share for a substantial period of time and pursuant to Section 1003(f)(v) of the NYSE American Company Guide, our continued listing on the NYSE American is predicated on us effecting a reverse stock split or otherwise demonstrating sustained improvement in the price of our common stock within a reasonable period of time, which the exchange has determined to be no later than June 9, 2020. On June 9, 2020, we received a notification from the NYSE that we had resolved the continued listing deficiency regarding the low price per share.

 

On January 10, 2020, we received notice from the NYSE American that NYSE Regulation has accepted our November 15, 2019 plan to regain compliance with the NYSE American’s continued listing standards set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide and has granted us until December 9, 2020, subject to periodic review by the NYSE American, including quarterly monitoring, to regain compliance with the initiatives outlined in the plan. If we are not in compliance with the continued listing standards by December 9, 2020, or if we do not make progress consistent with the plan during the plan period, the NYSE Regulation staff will initiate delisting proceedings as appropriate.

 

We expect our recent equity issuances and revenues related to our CDMO core services offering, potential commercialization of our technologies and the potential development and eventual commercialization of proprietary pipeline products to be sufficient to maintain the required stockholder’s equity and that the selling price of our common stock for the last several weeks to be sufficient to be in compliance with the continued listing requirements of the NYSE American; however, there can be no assurance that we will be able maintain compliance with such requirements. We cannot be certain that we will succeed in these activities and may never generate revenues that are significant or large enough to achieve profitability. In the event that we are delisted from Nasdaq, our Common Stock may lose liquidity, increase volatility, and lose market maker support.

S-6 

 

 

The sale of our common stock through current or future equity offerings may cause dilution and could cause the price of our common stock to decline.

 

We are entitled under our certificate of incorporation, as amended, to issue up to 275,000,000 shares of our common stock and 1,000,000 shares of preferred stock.

  

On November 30, 2017, we closed a public offering of 2,250,000 shares of our common stock at a public offering price of $2.00 per share raising gross proceeds of $4,500,000. The shares of common stock were issued pursuant to an underwriting agreement entered into between us and Aegis Capital Corp. (“Aegis”). We paid Aegis a discount of 7% to the public offering price with respect to shares purchased in the offering by investors who did not have a pre-existing relationship with us prior to the offering (the “New Investors”), and a discount of 3.5% to the public offering price with respect to shares purchased in the offering by investors who did have a pre-existing relationship with us. In addition to the underwriting discounts, we issued to Aegis 11,000 shares of our common stock, equal to 2% of the aggregate shares of our common stock sold in the offering to the New Investors. We incurred underwriting discounts, commissions and other offering expenses of $311,000 related to closing and completion of this public offering.

 

On June 26, 2018, we closed an underwritten public offering with total gross proceeds of approximately $16,000,000, before deducting underwriting discounts, commissions and other offering expenses payable by us. The securities offered by us consisted of (i) 4,350,000 shares of common stock at $0.90 per share, (ii) 6,300 shares of Series A Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 7,000,000 shares of common stock at $0.90 per share, (iii) 5,785 shares of Series B Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 6,427,778 shares of common stock at $0.90 per share. We granted the underwriters A.G.P./Alliance Global Partners, a 45-day option to purchase up to an additional 2,666,666 shares of common stock to cover over-allotments, if any. On July 12, 2018, we received approximately $1,350,000, before deducting underwriting discounts, commissions and other offering expenses payable by us, from the proceeds of the sale of 1,500,000 over-allotment shares of common stock purchased at $0.90 by the underwriter during the 45-day provision. 

 

On October 29, 2019, we closed a public offering of (i) 2,450,000 shares of our common stock, (ii) 4,510 shares of our Series C Convertible Preferred Stock, (iii) 25,000,000 Series A warrants to purchase shares of our common stock and (iv) 25,000,000 Series B warrants to purchase shares of our common stock. The net proceeds to us from the sale of these securities was approximately $4.52 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company.

 

As of June 11, 2020, we had issued and outstanding approximately 119,795,674 shares of common stock, one share of iBio CMO Preferred Tracking Stock, no shares of Series A Preferred Stock, 5,785 shares of Series B Preferred Stock and no shares of Series C Preferred Stock. As of June 11, 2020, 3.1 million options to purchase shares of common stock were outstanding and we had approximately 3.4 million shares of common stock reserved for future issuance of additional option grants under our 2018 Omnibus Equity Incentive Plan, as amended.

 

As of July 23, 2020, we issued and sold an aggregate of (i) 20,326,217 shares of our common stock for gross proceeds of approximately $44,993,011 pursuant to the equity distribution agreement with UBS Securities, LLC as our sales agent, (ii) 19,473,013 shares of our common stock for gross proceeds of approximately $25,228,437 pursuant to the Purchase Agreement with Lincoln Park and 815,827 shares of our common stock as a commitment fee to Lincoln Park, and (iii) 1,000,000 shares of our common stock for gross proceeds of $1,090,000 in our offering in May 2020 with Lincoln Park.

 

In addition, we had approximately 28,925,000 shares of our common stock reserved for future possible conversions of the Series B Preferred Stock. Accordingly, we will be able to issue up to approximately 138,000,000 additional shares of common stock and 994,194 shares of preferred stock. Sales of our common stock through current or future equity offerings may result in substantial dilution to our stockholders. Sales of our common stock offered through current or future equity offerings may result in substantial dilution to our stockholders. The sale of a substantial number of shares of our common stock to investors, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

 

Our business and share price may be adversely affected by the COVID-19 pandemic.

 

The outbreak of the coronavirus disease 2019 (COVID-19) in China and its spread and continued progress in various countries around the world, including the United States, has led authorities around the globe to take various extraordinary measures to stem the spread of the disease, such as emergency travel and transportation restrictions, school closures, quarantines and social distancing measures. The outbreak of COVID-19 has had an adverse effect on global markets and may lead to a major slowdown in the economy in the United States and globally.

 

S-7 

 

 

On March 11, 2020, iBio filed four provisional patent applications (the “Patent Applications”) that apply its Virus Like Particle (VLP) platform technology, or its lichenase carrier immunostimulatory (LickM) adjuvant technology, in conjunction with its FastPharming™ Manufacturing System for treating or preventing infections with the SARS-CoV-2 virus, which is the agent that causes COVID-19.

 

In addition, as previously announced, on February 6, 2020, we and Beijing CC-Pharming Ltd. (“BCCP”) executed a Statement of Work 2 (SOW2), pursuant to an existing Master Joint Development Agreement between iBio and BCCP, memorializing their collaborative efforts to develop and test a new BCCP 2019-nCoV vaccine to be manufactured using iBio’s FastPharming System™.

 

The contemplated collaborative effort with BCCP is still in early stages and has not yet progressed in any material respect. There is no assurance that the contemplated collaboration with BCCP or our separate activities relating to the development of intellectual property in the field of vaccine candidate development for the SARS-CoV-2 virus, which are reflected in the filing of the Patent Applications described above, will result in the development of any successful product candidates or generate any proceeds to us. These efforts are subject to the risks relating to the development and commercialization of our technologies and product candidates, risks relating to our intellectual property and other risks relating to our operations described in our Annual Report on Form 10-K for the year ended June 30, 2019 and subsequent quarterly reports, which are incorporated herein by reference.

 

In addition, we may face additional risks relating to the COVID-19 pandemic and its potential negative effects on our operations, share price and the world economy generally. The COVID-19 pandemic could disrupt our operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and our consultants. COVID-19 pandemic could also impact members of our board of directors resulting in absenteeism from meetings of the directors or committees of directors, and making it more difficult to convene the quorums of the full Board of Directors or its committees needed to conduct meetings for the management of our affairs. The rapidly evolving nature of the circumstances is such that it is impossible, at this stage, to determine the full and overall impact the COVID-19 pandemic may have, but it could disrupt production and cause delays in the supply and delivery of products used in our operations, adversely affect our employees and disrupt our operations and manufacturing activities, all of which may have a material adverse effect on our business.

 

S-8 

 

 

 

USE OF PROCEEDS

  

We currently intend to use the net proceeds of this offering, if any, for operating costs, including working capital and other general corporate purposes. We may invest a portion of the proceeds in iBio CDMO to be used by iBio CDMO for its working capital and general corporate purposes. As of the date of this prospectus supplement and except as explicitly set forth herein, we cannot specify with certainty all of the particular uses of the proceeds from this offering. Accordingly, we will retain broad discretion over the use of such proceeds. Pending use of the net proceeds of this offering as described above, we intend to invest the net proceeds in short-term interest-bearing investment grade instruments.

 

The proceeds from this offering will vary depending on the number of shares of our common stock that we offer and the offering price per share. We may receive up to an additional $27,000,000 in gross proceeds (before deducting commissions payable by us to the sales agent and estimated offering expenses payable by us) over the term of the equity distribution agreement, as amended by amendment no. 1, in addition to the approximately $44,993,011 in gross proceeds already raised. We may sell fewer than all of the shares offered by this prospectus supplement and the accompanying base prospectus in which case our offering proceeds will be less.

 

These expected uses of proceeds represent our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including those described in “Special Note Regarding Forward-Looking Statements” above. As a result, our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business.

 

We have not specifically identified the precise amounts we will spend on any particular use of proceeds or the timing of these expenditures. The amounts actually expended for each purpose may vary significantly depending upon numerous factors, including the amount and timing of the proceeds from this offering and our operating expenses. In addition, expenditures may also depend on the establishment of new collaborative arrangements with other companies, the availability of other financing, and other factors.

 

We will be required to raise substantial additional capital to continue to fund our continued activities. We may raise additional capital through additional public or private financings, as well as collaborative relationships, incurring debt and other available sources. Please see the discussion of the risks associated with our liquidity under the caption “Risk Factors” included Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 and Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2019, December 31, 2019 and March 31, 2020, which are incorporated by reference in this prospectus supplement and the accompanying base prospectus. 

 

S-9

 

 

DILUTION

 

The sale of our common stock to pursuant to the equity distribution agreement, as amended by amendment no. 1, is expected to have a dilutive impact on our stockholders. In addition, the lower our stock price is at the time we sell shares of our common stock pursuant to the equity distribution agreement, as amended by amendment no. 1, the more shares of our common stock we will have to issue pursuant to the equity distribution agreement, as amended by amendment no. 1, and the greater dilution our existing stockholders will experience.

 

Our historical net tangible book value as of March 31, 2020 was $2,753,000, or $0.03 per share of our common stock. Historical net tangible book deficit per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding as of March 31, 2020.

 

Our pro forma net tangible book value as of March 31, 2020 was approximately $72,598,937, or $0.49 per share after giving effect to (i) our receipt of net proceeds of $1,065,000 from our sale of 1,000,000 shares of our common stock to Lincoln Park at a purchase price of $1.09 per share, (ii) our receipt of gross proceeds of approximately $25,228,437 from the sale of 19,473,013 shares of our common stock pursuant to the Purchase Agreement with Lincoln Park, (iii) the issuance of 815,827 shares of common stock (commitment shares) to Lincoln Park pursuant to the Purchase Agreement, (iv) our receipt of net proceeds of $600,000 from the Paycheck Protection Program, (v) the issuance of 135,642 shares of our common stock subsequent to March 31, 2020 upon exercise of options, and (vi) the issuance of 20,326,217 shares of our common stock for aggregate gross proceeds of approximately $44,933,011 pursuant to the equity distribution agreement subsequent to March 31, 2020.

 

After giving effect to the sales of an aggregate of 4,679,376 shares of our common stock at a price of $5.77 per share, the last reported sale price of our common stock on the NYSE American on July 23, 2020, for aggregate gross proceeds of approximately $27,000,000, and after deducting estimated offering expenses payable by us, the as adjusted net tangible book value as of March 31, 2020 would have been $98,758,937, or $0.64 per share. This represents an immediate increase in the as adjusted net tangible book value to existing stockholders of $0.61 per share and an immediate decrease to new investors purchasing common stock in this offering of $5.13 per share, as illustrated by the following table:

 

Public offering price per share      $5.77 
Pro forma net tangible book value per share as of March 31, 2020  $0.49     
Increase in pro forma net tangible book value per share attributable to existing holders of our common stock  $0.15     
Pro forma as adjusted net tangible book value per share as of March 31, 2020 after giving effect to this offering      $0.64 
Dilution per share to investors purchasing our common stock in this offering      $5.13 

 

The number of shares of common stock shown above are based on 107,360,032 shares of common stock issued and outstanding as of March 31, 2020 and excludes as of such date:

 

 

2,157,923 shares of common stock issuable upon exercise of stock options under our 2018 Omnibus Equity

Incentive Plan, with a weighted-average exercise price $1.22 per share;

     
 

3,383,077 shares of common stock reserved for future issuance under our 2018 Omnibus Equity Incentive Plan;

     
  41,150 shares of common stock issuable upon vesting of restricted stock units;  and
     
 

28,925,000 shares of common stock that may be issued upon conversion of shares of previously issued shares of Series B Preferred Stock.

 

To the extent that options or convertible securities are exercised or converted, new options are issued under our 2018 Omnibus Equity Incentive Plan, or we issue additional shares of common stock or convertible securities in the future, there may be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

 

S-10

 

 

PLAN OF DISTRIBUTION

 

We have entered into amendment no. 1 to the equity distribution agreement with UBS Securities LLC pursuant to which we may issue and sell over a period of time, and from time to time, shares of our common stock having an aggregate offering price of up to $27,000,000 through UBS Securities LLC, as the sales agent, which is in addition to the approximately $44,993,011 that has already been raised pursuant to the equity distribution agreement. Sales of the shares to which this prospectus supplement and the accompanying base prospectus relate, if any, will be made in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. Any such sales will be made by means of ordinary brokers’ transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or negotiated transactions, or as otherwise agreed with the sales agent, including in block transactions or any other method permitted by law.

 

Amendment no. 1 to the equity distribution agreement amends the equity distribution agreement that we entered into with UBS Securities LLC, as sales agent, under our shelf registration statement on Form S-3 (File No. 333-236735). Of the $45,000,000 of shares of our common stock covered by the equity distribution agreement and the related prospectus supplement, dated June 17, 2020, we issued and sold an aggregate of 20,326,217 shares of our common stock for gross proceeds of approximately $44,993,011, with approximately $6,989 of shares of common stock remaining.

 

On March 19, 2020, we entered into the Purchase Agreement with Lincoln Park, which provided that, upon the terms and subject to the conditions and limitations set forth therein, we had the right to sell to Lincoln Park, up to $50,000,000 of shares of our common stock pursuant to the terms thereof and on March 20, 2020, we filed the Lincoln Park Prospectus Supplement, to register for sale the shares of common stock that were issued and could be issued to Lincoln Park pursuant to the Purchase Agreement. Of the $50,000,000 of shares of our common stock covered by the Purchase Agreement and the Lincoln Park prospectus supplement, we issued and sold an aggregate of 19,473,013 shares of our common stock for gross proceeds of approximately $25,228,437 and paid a commitment fee to Lincoln Park of 815,827 shares of our common stock having a value of approximately $1,305,324.

 

On July 24, 2020, we notified Lincoln Park that we were terminating the Purchase Agreement, effective July 27, 2020. An aggregate of approximately $23,466,239 of shares of our common stock remained to be sold under the Purchase Agreement at the time it was terminated, which amount has been reallocated to be issued and sold under the equity distribution agreement, as amended by amendment no. 1, and are included in this prospectus supplement.

 

Upon written instructions from us, the sales agent will offer the shares of our common stock, subject to the terms and conditions of the equity distribution agreement, as amended by amendment no. 1, on a daily basis or as otherwise agreed upon by us and the sales agent. We will designate the maximum amount of shares of common stock to be sold through the sales agent on a daily basis or otherwise determine such maximum amount together with the sales agent. Subject to the terms and conditions of the equity distribution agreement, as amended by amendment no. 1, the sales agent will use its commercially reasonable efforts to sell on our behalf all of the shares of common stock so designated or determined. We may instruct the sales agent not to sell shares of common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or the sales agent may suspend the offering of shares of common stock being made through the sales agent under the equity distribution agreement, as amended by amendment no. 1, upon proper notice to the other party.

 

For their service as sales agent in connection with the sale of shares of our common stock that may be offered hereby, we will pay the sales agent an aggregate fee of up to 3.0% of the gross sales price per share for any shares sold through them acting as our sales agent. In addition, we have agreed to reimburse the sales agent for the reasonable fees and disbursements of its counsel, in connection with entering into the equity distribution agreement, as amended by amendment no. 1, in an amount not to exceed $50,000, in addition to certain ongoing fees and disbursements of its counsel. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such shares.

 

The sales agent will provide written confirmation to us following the close of trading on the NYSE American on each day in which shares of common stock are sold by them on our behalf under the equity distribution agreement, as amended by amendment no. 1. Each confirmation will include the number of shares sold on that day, the gross sales price per share, the compensation payable by us to the sales agent and the proceeds to us net of such compensation.

 

Settlement for sales of common stock will occur, unless the parties agree otherwise, on the second business day following the date on which any sales were made in return for payment of the proceeds to us net of compensation paid by us to the sales agent. There is no arrangement for funds to be received in an escrow, trust, or similar arrangement.

 

S-11

 

 

We will deliver to the NYSE American copies of this prospectus supplement and the accompanying base prospectus pursuant to the rules of the NYSE American. Unless otherwise required, we will report at least quarterly the number of shares of common stock sold through the sales agent under the equity distribution agreement, as amended by amendment no. 1, the net proceeds to us and the compensation paid by us to the sales agent in connection with the sales of common stock.

 

Under the terms of the equity distribution agreement, as amended by amendment no. 1, we also may sell shares to the sales agent as principal for its own account, at a price per share to be agreed upon at the time of sale. If we sell shares to the sales agent, acting as principal, we will enter into a separate terms agreement with that sales agent setting forth the terms of such transaction, and we will describe the terms agreement in a separate prospectus supplement or pricing supplement.

 

In connection with the sale of common stock on our behalf, the sales agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agent may be deemed to be underwriting commissions or discounts. We have agreed, under the equity distribution agreement, as amended by amendment no. 1, to provide indemnification and contribution to the sales agent against certain civil liabilities, including liabilities under the Securities Act.

 

The sales agent and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

 

Pursuant to the underwriting agreement that we entered into with A.G.P./Alliance Global Partners (“A.G.P.”) on October 29, 2019, A.G.P. has a right until October 29, 2020 to receive 3% of the gross proceeds that we receive from any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during such period.  A.G.P. has waived such right with respect to the proceeds we receive from sales under the equity distribution agreement, as amended by amendment no. 1.

 

In addition, in the ordinary course of their business activities, the sales agent and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The sales agent and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

We estimate that the total expenses from this offering payable by us, excluding compensation payable to the sales agent under the equity distribution agreement, as amended by amendment no. 1, will be approximately $125,000.

 

The offering of common stock pursuant to the equity distribution agreement, as amended by amendment no. 1, will terminate upon the earlier of (1) the sale of all the shares of our common stock subject to the equity distribution agreement, as amended by amendment no. 1, or (2) the termination of the equity distribution agreement, as amended by amendment no. 1, pursuant to its terms, by either the sales agent or us.

 

S-12

 

 

LEGAL MATTERS

 

The validity of the shares of common stock offered hereby will be passed upon for us by Gracin & Marlow, LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the sales agent by McDermott Will & Emery LLP, New York, New York. 

 

EXPERTS

 

The consolidated financial statements of iBio, Inc. and Subsidiaries as of June 30, 2019 and 2018, and for the years then ended, incorporated by reference in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement forms a part, have been audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their report, which includes an explanatory paragraph related to the Company’s ability to continue as a going concern, in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus supplement and the accompanying base prospectus form part of a registration statement on Form S-3 that we filed with the SEC. The registration statement that contains this prospectus supplement and the accompanying base prospectus, including the exhibits to the registration statement, contains additional information about us and the common stock offered by this prospectus supplement and the accompanying base prospectus.

 

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our public filings, including reports, proxy and information statements, are available on the SEC’s web site at http://www.sec.gov.

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” the information that we have filed with it, meaning we can disclose important information to you by referring you to those documents already on file with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying base prospectus except for any information that is superseded by other information that is included in this prospectus supplement or the accompanying base prospectus.

 

This filing incorporates by reference the following documents, which we have previously filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act (other than Current Reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):

 

  · Annual Report on Form 10-K for the year ended June 30, 2019, which was filed with the SEC on August 26, 2019 (Commission File No. 001-35023).
  · Current Reports on Form 8-K filed with the SEC on October 11, 2019October 22, 2019, October 28, 2019, October 28, 2019, October 29, 2019, December 13, 2019, January 9, 2020, January 16, 2020, February 6, 2020, February 21, 2020, February 25, 2020, March 9, 2020, March 13, 2020, March 13, 2020, March 18, 2020, March 19, 2020, March 20, 2020, March 30, 2020, April 9, 2020, April 27, 2020, May 14, 2020, June 17, 2020, June 17, 2020, July 9, 2020 and July 29, 2020 (Commission File No. 001-35023).
  · Quarterly Reports on Form 10-Q for the quarters ended September 30, 2019, December 31, 2019 and March 31, 2020, which were filed with the SEC on November 14, 2019, February 14, 2020 and May 15, 2020 (Commission File No. 001-35023).
  · Definitive Proxy Statement on Schedule 14A filed with the SEC on January 23, 2020, as amended on February 6, 2020 and March 2, 2020 (Commission File No. 001-35023).
  · The description of our common stock, par value $0.001 per share, included under the caption “Description of Securities” in the Prospectus forming a part of Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 24, 2019 (File No. 333-233504).

 

We also incorporate by reference into this prospectus supplement all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and before the termination of this offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 

S-13

 

 

We will provide, without charge, to each person, including any beneficial owner, to whom this prospectus supplement and the accompanying base prospectus are delivered, on the written or oral request of such person, a copy of any or all of the reports or documents incorporated by reference in this prospectus supplement and the accompanying base prospectus, but not delivered with this prospectus supplement and the accompanying base prospectus. Any request may be made by writing or telephoning us at the following address or telephone number:

 

iBio, Inc.

Attention: Investor Relations

600 Madison Avenue, Suite 1601

New York, NY 10022

302-355-9452

ir@ibioinc.com

 

You may also access the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus at our website address at https://ir.ibioinc.com/sec-filings. The other information and content contained on or linked from our website are not part of this prospectus supplement or the accompanying base prospectus.

 

S-14

 

 

  

PROSPECTUS

 

Common Stock

Preferred Stock

Warrants

Units

 

  

We may from time to time issue, in one or more series or classes, up to $100,000,000 in aggregate principal amount of our common stock, preferred stock, warrants and/or units. We may offer these securities separately or together in units. We will specify in the accompanying prospectus supplement the terms of the securities being offered. We may sell these securities to or through underwriters and also to other purchasers or through agents. We will set forth the names of any underwriters or agents, and any fees, conversions, or discount arrangements, in the accompanying prospectus supplement. We may not sell any securities under this prospectus without delivery of the applicable prospectus supplement.

 

Our common stock is traded on the exchange market of NYSE American LLC (the “NYSE American”) under the symbol “IBIO.” On March 12, 2020, the last reported sales price of our common stock on the NYSE American was $1.43 per share.

 

Investing in our securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” contained in this prospectus and any applicable prospectus supplement and under similar sections in the other documents that are incorporated by reference into this prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is March 19, 2020.

  

 

 

 

TABLE OF CONTENTS

 

  Page
   
ABOUT THIS PROSPECTUS 1
   
SUMMARY 4
   
RISK FACTORS 6
   
FORWARD-LOOKING STATEMENTS 6
   
USE OF PROCEEDS 6
   
PLAN OF DISTRIBUTION 7
   
SECURITIES WE MAY OFFER 8
   
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 15
   
LEGAL MATTERS 15
   
EXPERTS 16
   
WHERE YOU CAN FIND MORE INFORMATION 16
   
DOCUMENTS INCORPORATED BY REFERENCE 16

   

 

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration process. Under the shelf registration process, we may offer shares of our common stock and preferred stock, warrants to purchase any of such securities, and units comprised of any such securities with a total value of up to $100,000,000 from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:

 

  · designation or classification;

 

  · aggregate principal amount or aggregate offering price;

 

  · maturity;

 

  · original issue discount, if any;

 

  · rates and times of payment of interest, dividends or other payments, if any;

 

  · redemption, conversion, exchange, settlement or sinking fund terms, if any;

 

  · conversion, exchange or settlement prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion, exchange or settlement prices or rates and in the securities or other property receivable upon conversion, exchange or settlement;

 

  · ranking;

 

  · restrictive covenants, if any;

 

  · voting or other rights, if any; and

 

  · important federal income tax considerations.

 

A prospectus supplement may include a discussion of risks or other special considerations applicable to us or the offered securities. A prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you must rely on the information in the prospectus supplement. Please carefully read both this prospectus and any applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

 

We have not authorized any broker-dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and an accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement. This prospectus and an accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy securities, nor do this prospectus and an accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation. The information contained in this prospectus and an accompanying prospectus supplement speaks only as of the date set forth on the applicable cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.

  

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We may sell the securities directly to or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters, dealers or agents, we will include in any applicable prospectus supplement:

 

 

  · the names of those underwriters, dealers or agents;

 

  · applicable fees, discounts and commissions to be paid to them;

 

  · details regarding over-allotment options, if any; and

 

  · the net proceeds to us.

        

You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may provide. This prospectus and the accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information in this prospectus, any applicable prospectus supplement, any free writing prospectus and any information in documents that we have incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

 

For investors outside of the United States: we have not and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States.

 

Common Stock

 

As discussed below under the heading “The Securities We May Offer,” we may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Stockholders do not have cumulative voting rights. Holders of common stock have no preemptive, redemption or conversion rights and are not subject to future calls or assessments. No sinking fund provisions apply to our common stock. All outstanding shares are fully-paid and non-assessable. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in assets available for distribution, subject to any prior distribution rights of any preferred stock then outstanding. Holders of common stock are entitled to receive proportionately any such dividends declared by our board of directors, or our Board, out of legally available funds for dividends, subject to any preferences that may be applicable to any shares of preferred stock that may be outstanding at that time. The rights, preferences and privileges of holders of common stock are set forth in our certificate of incorporation, as amended.

 

Preferred Stock

 

As discussed below under the heading “The Securities We May Offer,” we may issue shares of our preferred stock from time to time, in one or more series. Under our certificate of incorporation, our Board has the authority, without further action by stockholders, to designate up to 1,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualification, limitations and restrictions thereon, any or all of which may be greater than the rights of our common stock.

 

If we issue preferred stock, we will fix the designations, powers, preferences and the relative, participating, optional or other special rights, and any qualification, limitations and restrictions of the shares of each series that we sell under this prospectus and applicable prospectus supplements in the certificate of designations relating to that series. If we issue preferred stock, we will incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designations that describes the terms of such series of preferred stock before the issuance thereof. We urge you to read any prospectus supplement related to any series of preferred stock we may offer, as well as the complete certificate of designations that contains the terms of the applicable series of preferred stock.

  

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Warrants

  

As discussed below under the heading “The Securities We May Offer,” we may issue warrants for the purchase of common stock, preferred stock, and/or units (as described below) in one or more series, from time to time. We may issue warrants independently or together with common stock and/or preferred stock and the warrants may be attached to or separate from those securities.

 

If we issue warrants, they will be evidenced by warrant agreements or warrant certificates issued under one or more warrant agreements, which are contracts between us and an agent for the holders of the warrants. We urge you to read any prospectus supplement related to any series of warrants we may offer, as well as the complete warrant agreement and warrant certificate that contain the terms of the warrants. If we issue warrants, forms of warrant agreements and warrant certificates relating to such warrants will be incorporated by reference into the registration statement of which this prospectus is a part from other filings we would make with the SEC.

 

Units

 

As discussed below under the heading “The Securities We May Offer,” we may issue units comprised of shares of common stock, shares of preferred stock and warrants in any combination. We may issue units in such amounts and in as many distinct series as we wish.

 

If we issue units, they will be issued under one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. We urge you to read any prospectus supplement related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms of the units. If we issue units, forms of unit agreements and unit certificates relating to such units will be incorporated by reference into the registration statement of which this prospectus is a part from other filings we would make with the SEC.

  

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SUMMARY

 

This summary highlights certain information about us, this offering and selected information contained in the prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock and/or warrants. For a more complete understanding of our company and this offering, we encourage you to read and consider the more detailed information in the prospectus, including “Risk Factors” and the financial statements and related notes. Unless we specify otherwise, all references in this prospectus to “iBio,” “we,” “our,” “us” and “our company” refer to iBio Inc.

 

Business Overview

  

iBio’s principal current business is to operate a full-service plant-based expression biologics contract development and manufacturing organization (“CDMO”) through its subsidiary, iBio CDMO LLC. iBio’s FastPharmingTM expression system, iBio’s proprietary approach to plant-made pharmaceutical (“PMP”) production, can produce a range of recombinant products including monoclonal antibodies, antigens for subunit vaccine design, lysosomal enzymes, virus-like particles (“VLP”), blood factors and cytokines, scaffolds, maturogens and materials for 3D bio-printing and bio-fabrication, biopharmaceutical intermediates and others, as well as create and produce proprietary derivatives of pre-existing products with improved properties. iBio utilizes its proprietary technologies and production facilities to provide product development and manufacturing services to clients, collaborators and third-party customers as well as developing its own product candidates.

 

iBio’s FastPharming™ platform includes transient transfection of plants and the use of transgenic plants for biologics development and manufacturing, as well as glycan engineering tools, and offers many benefits over the limitations of other expression systems, including:

 

  ·

Fast FastPharmingTM may shorten timelines to the clinic and move a program from gene sequence to protein production

in weeks versus months

 

  · Economical No expensive, labor-intensive, and costly mammalian cell line development

 

  · Quality Production of consistent therapeutics to standards that are well accepted by global regulatory bodies

 

  · Scalable Fewer time-consuming scale-up challenges

 

  · Safe Inherently enhanced product safety profile
     
    o No animal products or animal-derived components are used at any point in FastPharmingTM
       
    o No inherent adventitious agents and no competency for agent replication

  

  ·

Customized N-glycosylation FastPharmingTM allows for N-glycosylation customization of products. Glycan engineering

in plants affords greater control and may deliver increased product potency and quality

 

iBio CDMO services consist of the following core offerings:

 

Process Development

FastPharmingTM optimizes gene-expression, glycosylation, and purification parameters to deliver

a robust process for an active pharmaceutical ingredient (API). iBio's process development team is

integrated with its manufacturing team to optimize processes and technology transfer.

   
cGMP Manufacturing

The FastPharmingTM system works at large-scale to reliably deliver biologics in clinical trial or

commercial quantities. iBio's cGMP manufacturing facility was designed to provide highly flexible

production schemes.

   
Aseptic Fill / Finish

iBio offers sterile aseptic fill/finish as part of its core process development and cGMP manufacturing

services, as well as a stand-alone service for biopharmaceutical/CDMO bulk API manufacturers. In-line

labelling allows serialization of vials and bottles for greater quality assurance of monoclonal antibodies,

viral vectors, and other biologics.

 

Bio-Analytics

iBio's analytical team provides method development and validation as part of its core process development

and cGMP manufacturing services, while also performing these services on an ad hoc basis. An

experienced analytical staff provides method development and validation support with expertise in protein

characterization using mass spectrometry.

  

Factory Solutions

iBio facilitates insourcing by designing and consulting on the building of a client’s own environmentally

sustainable FastPharmingTM facility. iBio offers extensive training and complete transfer of process

design and quality management systems under appropriate licensing agreements, allowing clients to

quickly move into production upon the completion of their facility.

 

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iBio was established as a public company in August 2008 as the result of a spinoff from Integrated BioPharma, Inc. and operates in one business segment under the direction of its Executive Chairman. iBio’s wholly-owned and majority-owned subsidiaries (the “Company”) are as follows:

 

iBio CDMO LLC (“iBio CDMO”) (originally named iBio CMO LLC) – iBio CDMO is a Delaware limited liability company formed on December 16, 2015 as iBio CMO, LLC to develop and manufacture plant-made pharmaceuticals and provide related services to clients. Effective July 1, 2017, iBio CMO changed its name to iBio CDMO. As of December 31, 2015, the Company owned 100% of iBio CDMO. On January 13, 2016, the Company entered into a contract manufacturing joint venture with an affiliate of Eastern Capital Limited (“Eastern”), a stockholder of the Company (the “Eastern Affiliate”). The Eastern Affiliate contributed $15 million in cash for a 30% interest in iBio CDMO. The Company retained a 70% interest in iBio CDMO and contributed a royalty-bearing license which grants iBio CDMO a non-exclusive license to use the Company’s proprietary technologies for research purposes and an exclusive U.S. license for manufacturing purposes. The Company retained the exclusive right to grant product licenses to those who wish to sell or distribute products made using the Company’s technologies.

 

On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate, pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate in exchange for one share of the Company’s iBio CMO Preferred Tracking Stock, par value $0.001 per share (the “Preferred Tracking Stock”). After giving effect to the transaction, the Company owns 99.99% of iBio CDMO. See Note 10 for a further discussion.

 

iBio CDMO’s operations take place in Bryan, Texas in a facility controlled by another affiliate of Eastern (the “Second Eastern Affiliate”) as sublandlord. The facility is a 139,000-square foot Class A life sciences building located on land owned by the Texas A&M system, designed and equipped for plant-made manufacture of biopharmaceuticals. The Second Eastern Affiliate granted iBio CDMO a 34-year lease (the "Sublease") for the facility as well as certain equipment (see Note 9). iBio CDMO commenced commercial operations in January 2016. iBio CDMO expects to operate on the basis of three parallel lines of business: (1) Development and manufacturing of third-party products; (2) Development and production of iBio’s proprietary product(s) for treatment of fibrotic diseases and/or other proprietary iBio products; and (3) Commercial technology transfer services including facility design, as needed.

 

iBIO DO BRASIL BIOFARMACÊUTICA LTDA (“iBio Brazil”) – iBio Brazil is a subsidiary organized in Brazil in which the Company has a 99% interest. iBio Brazil was formed to manage and expand the Company’s business activities in Brazil. The activities of iBio Brazil are intended to include coordination and expansion of the Company’s existing relationship with Fundacao Oswaldo Cruz/Fiocruz (“Fiocruz”) beyond the Yellow Fever Vaccine program (see Note 7) and development of additional products with private sector participants for the Brazilian market. iBio Brazil commenced operations during the first quarter of the fiscal year ended June 30, 2015.

 

iBio Manufacturing LLC (“iBio Manufacturing”) – iBio Manufacturing, a wholly-owned subsidiary, is a Delaware limited liability company formed in November 2015. iBio Manufacturing has not commenced any activities to date. 

 

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Corporate Information

 

We are a Delaware corporation. Our principal executive/administrative offices are located at 600 Madison Avenue, Suite 1601, New York, NY 10022, and our telephone number is (302) 355-0650. Our website address is http://www.ibioinc.com. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus. Our common stock is traded on NYSE American under the symbol “IBIO.”

 

RISK FACTORS

 

Investment in our securities involves risks. Prior to making a decision about investing in our securities, you should consider carefully all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or the applicable prospectus supplement, including the risks and uncertainties described under the caption “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, which is incorporated by reference in this prospectus, as supplemented by our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2019 and December 31, 2019 and as updated by annual, quarterly and other reports and documents we file with the Securities and Exchange Commission, or the SEC, after the date of this prospectus and that are incorporated by reference herein or in the applicable prospectus supplement. Each of these risk factors could have a material adverse effect on our business, results of operations, financial position or cash flows, which may result in the loss of all or part of your investment.

 

FORWARD-LOOKING STATEMENTS

 

This prospectus and the documents incorporated herein by reference contain forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on current expectations, estimates and projections about our industry, our beliefs and assumptions. Discussions containing these forward-looking statements may be found, among other places, in the Sections entitled “Business Overview,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.

 

We use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described in the section above entitled “Risk Factors.” You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this prospectus.

 

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future.

 

USE OF PROCEEDS

 

We cannot guarantee that we will receive any proceeds in connection with this offering because we may be unable or choose not to issue and sell any securities covered by this prospectus.

 

Unless otherwise provided in a supplement or amendment to this prospectus, we intend to use any net proceeds from this offering, together with other available funds, for operating costs, including working capital needs and for other general corporate purposes.

 

We have not specifically identified the precise amounts we will spend on each of these areas or the timing of these expenditures. The amounts actually expended for each purpose may vary significantly depending upon numerous factors, including the amount and timing of the proceeds from this offering and our operating expenses. In addition, expenditures may also depend on the establishment of new collaborative arrangements with other companies, the availability of other financing, and other factors.

 

We will be required to raise substantial additional capital to continue to fund our continued activities. We may raise additional capital through additional public or private financings, as well as collaborative relationships, incurring debt and other available sources. Please see the discussion of the risks associated with our liquidity under the caption “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, which is incorporated by reference in this prospectus.

 

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PLAN OF DISTRIBUTION 

 

The securities being offered may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected at various times in one or more of the following transactions, or in other kinds of transactions:

 

  · through underwriters for resale to the public or investors;

 

  · transactions on NYSE American or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale;

 

  · in the over-the-counter market;

 

  · in private transactions and transactions otherwise than on these exchanges or systems;

 

  · in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

 

  · in connection with short sales of the shares;

 

  · by pledge to secure debt and other obligations;

 

  · through the writing of options, whether the options are listed on an options exchange or otherwise;

 

  ·

in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement

of other transactions in standardized or over-the-counter options;

 

  · through a combination of any of the above transactions; or

 

  · any other method permitted by law.

 

We may sell our securities directly to one or more purchasers, or to or through underwriters, dealers or agents or through a combination of those methods. The related prospectus supplement will set forth the terms of each offering, including:

 

  · the name or names of any agents, dealers, underwriters or investors who purchase the securities;

 

  · the purchase price of the securities being offered and the proceeds we will receive from the sale;

 

  · the amount of any compensation, discounts commissions or fees to be received by the underwriters, dealer or agents;

 

  · any over-allotment options under which underwriters may purchase additional securities from us;

 

  · any discounts or concessions allowed or reallowed or paid to dealers;

 

  · any securities exchanges on which such securities may be listed;

 

  ·

the terms of any indemnification provisions, including indemnification from liabilities under the federal securities

laws; and

 

  ·

the nature of any transaction by an underwriter, dealer or agent during the offering that is intended to stabilize or

maintain the market price of the securities.

 

In addition, any securities covered by this prospectus that qualify for sale pursuant to Regulation S may be sold pursuant to Regulation S rather than pursuant to this prospectus.

 

In connection with the sale of our securities, underwriters may receive compensation from us or from purchasers of our securities in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed to be underwriters. Discounts or commissions they receive and any profit on their resale of our securities may be considered underwriting discounts and commissions under the Securities Act.

  

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We may agree to indemnify underwriters, dealers and agents who participate in the distribution of our securities against various liabilities, including liabilities under the Securities Act. We may also agree to contribute to payments that the underwriters, dealers or agents may be required to make in respect of these liabilities. We may authorize dealers or other persons who act as our agents to solicit offers by various institutions to purchase our securities from us under contracts that provide for payment and delivery on a future date. We may enter into these contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. If we enter into these agreements concerning any series of our securities, we will indicate that in the prospectus supplement or amendment.

 

In connection with an offering of our securities, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, underwriters may over-allot in connection with the offering, creating a syndicate short position in our securities for their own account. In addition, underwriters may bid for, and purchase, our securities in the open market to cover short positions or to stabilize the price of our securities. Finally, underwriters may reclaim selling concessions allowed for distributing our securities in the offering if the underwriters repurchase previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of our securities above independent market levels. Underwriters are not required to engage in any of these activities and may end any of these activities at any time. Agents and underwriters may engage in transactions with, or perform services for, us and our affiliates in the ordinary course of business.

 

DESCRIPTION OF SECURITIES WE MAY OFFER

 

The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement the particular terms of the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities and the securities exchange, if any, on which the securities will be listed.

 

Description of Capital Stock

 

We are authorized to issue 275,000,000 shares of common stock, par value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001 per share. Provisions of our certificate of incorporation, as amended, our first amended and restated bylaws and provisions of applicable Delaware law may discourage, delay or prevent a merger or other change in control that a stockholder may consider favorable. Pursuant to our certificate of incorporation, as amended, our Board of Directors may issue additional shares of common or preferred stock. Any additional issuance of common stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares, and thereby protect the continuity of our management. Specifically, if in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal was not in our best interest, shares could be issued by our Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by: 

 

  · Diluting the voting or other rights of the proposed acquirer or insurgent stockholder group,

 

  ·

Putting a substantial voting block in institutional or other hands that might undertake to support the incumbent Board

of Directors, or

 

  · Effecting an acquisition that might complicate or preclude the takeover.

 

Our certificate of incorporation, as amended, also allows our Board of Directors to fix the number of directors in our bylaws. Cumulative voting in the election of directors is specifically denied in our certificate of incorporation, as amended. The effect of these provisions may be to delay or prevent a tender offer or takeover attempt that a stockholder may determine to be in his, her or its best interest, including attempts that might result in a premium over the market price for the shares held by the stockholders.

  

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Common Stock

 

Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are not entitled to cumulative voting for the election of directors. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor subject to the rights of preferred stockholders. We do not intend to pay any cash dividends to the holders of common stock and anticipate reinvesting our earnings. In the event of liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the preferences of preferred stockholders. Shares of common stock have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions applicable to common stock.

 

Preferred Stock

 

Our Board is authorized to issue up to 1,000,000 shares of preferred stock in one or more series without stockholder approval. Our Board may determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

 

The purpose of authorizing our Board to issue preferred stock in one or more series and determine the number of shares in the series and its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. Examples of rights and preferences that the Board may fix are:

 

  · dividend rights,

 

  · dividend rates,

 

  · conversion rights;

 

  · voting rights,

 

  · terms of redemption, and

 

  · liquidation preferences.

 

The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock. The rights of holders of our common stock described above, will be subject to, and may be adversely affected by, the rights of any preferred stock that we may designate and issue in the future.

 

We will incorporate by reference as an exhibit to the registration statement, which includes this prospectus, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering. This description and the applicable prospectus supplement will include:

 

  · the title and stated value;

 

  · the number of shares authorized;

 

  · the liquidation preference per share;

 

  · the purchase price;

 

  · the dividend rate, period and payment date, and method of calculation for dividends;

 

  · whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;

 

  · the procedures for any auction and remarketing, if any;

 

  · the provisions for a sinking fund, if any;

 

  ·

the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption

and repurchase rights;

  

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  · any listing of the preferred stock on any securities exchange or market;

 

  ·

whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price,

or how it will be calculated, and the conversion period;

 

  · voting rights, if any, of the preferred stock;

 

  · preemptive rights, if any;

 

  · restrictions on transfer, sale or other assignment, if any;

 

  · whether interests in the preferred stock will be represented by depositary shares;

 

  · a discussion of any material United States federal income tax considerations applicable to the preferred stock;

 

  ·

the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve

or wind up our affairs;

 

  ·

any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of

preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and

 

  · any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.

 

When we issue shares of preferred stock under this prospectus, the shares will fully be paid and nonassessable and will not have, or be subject to, any preemptive or similar rights.

 

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Description of Warrants

 

The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement, which includes this prospectus.

 

General

 

We may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants independently or together with common stock and/or preferred stock, and the warrants may be attached to or separate from these securities.

 

We will evidence each series of warrants by warrant certificates that we will issue under a separate warrant agreement. We will enter into the warrant agreement with a warrant agent. We will indicate the name and address of the warrant agent in the applicable prospectus supplement relating to a particular series of warrants.

 

We will describe in the applicable prospectus supplement the terms of the series of warrants, including:

 

  · the offering price and aggregate number of warrants offered;

 

  · the currency for which the warrants may be purchased;

 

  ·

if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

 

  · if applicable, the date on and after which the warrants and the related securities will be separately transferable;

 

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  ·

in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;

 

  · the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;

 

  · the terms of any rights to redeem or call the warrants;

 

  ·

any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

 

  · the dates on which the right to exercise the warrants will commence and expire;

 

  · the manner in which the warrant agreement and warrants may be modified;

 

  · federal income tax consequences of holding or exercising the warrants;

 

  · the terms of the securities issuable upon exercise of the warrants; and

 

  · any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

  

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase common stock or preferred stock, the right to receive any dividends or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

 

Exercise of Warrants

 

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5:00 P.M. New York time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

 

Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent upon exercise.

 

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

 

Enforceability of Rights By Holders of Warrants

 

Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue or series of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

 

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Description of Units

  

We may issue units comprised of shares of common stock, shares of preferred stock and warrants in any combination. We may issue units in such amounts and in as many distinct series as we wish. This section outlines certain provisions of the units that we may issue. If we issue units, they will be issued under one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely by reference to the unit agreement with respect to the units of any particular series. The specific terms of any series of units offered will be described in the applicable prospectus supplement. If so described in a particular supplement, the specific terms of any series of units may differ from the general description of terms presented below. We urge you to read any prospectus supplement related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms of the units. If we issue units, forms of unit agreements and unit certificates relating to such units will be incorporated by reference as exhibits to the registration statement, which includes this prospectus.

 

Each unit that we may issue will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:

 

  ·

the designation and terms of the units and of the securities comprising the units, including whether and under what

circumstances those securities may be held or transferred separately;

 

  · any provisions of the governing unit agreement;

 

  · the price or prices at which such units will be issued;

 

  · the applicable United States federal income tax considerations relating to the units;

 

  ·

any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities

comprising the units; and

 

  · any other terms of the units and of the securities comprising the units.

 

The provisions described in this section, as well as those described under “Description of Capital Stock,” and “Description of Warrants” will apply to the securities included in each unit, to the extent relevant and as may be updated in any prospectus supplements.

 

Issuance in Series

 

We may issue units in such amounts and in as many distinct series as we wish. This section summarizes terms of the units that apply generally to all series. Most of the financial and other specific terms of your series will be described in the applicable prospectus supplement.

 

Unit Agreements

 

We will issue the units under one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. We may add, replace or terminate unit agents from time to time. We will identify the unit agreement under which each series of units will be issued and the unit agent under that agreement in the applicable prospectus supplement.

 

The following provisions will generally apply to all unit agreements unless otherwise stated in the applicable prospectus supplement.

 

Modification without Consent

 

We and the applicable unit agent may amend any unit or unit agreement without the consent of any holder:

 

  · to cure any ambiguity; any provisions of the governing unit agreement that differ from those described below;

 

  · to correct or supplement any defective or inconsistent provision; or  

 

  · to make any other change that we believe is necessary or desirable and will not adversely affect the interests of the affected holders in any material respect.        

 

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We do not need any approval to make changes that affect only units to be issued after the changes take effect. We may also make changes that do not adversely affect a particular unit in any material respect, even if they adversely affect other units in a material respect. In those cases, we do not need to obtain the approval of the holder of the unaffected unit; we need only obtain any required approvals from the holders of the affected units.

 

Modification with Consent

 

We may not amend any particular unit or a unit agreement with respect to any particular unit unless we obtain the consent of the holder of that unit, if the amendment would:

 

  ·

impair any right of the holder to exercise or enforce any right under a security included in the unit if the terms of that security require the consent of the holder to any changes that would impair the exercise or enforcement of that right; or

 

  ·

reduce the percentage of outstanding units or any series or class the consent of whose holders is required to amend that series or class, or the applicable unit agreement with respect to that series or class, as described below.

 

Any other change to a particular unit agreement and the units issued under that agreement would require the following approval:

 

  ·

If the change affects only the units of a particular series issued under that agreement, the change must be approved by the holders of a majority of the outstanding units of that series; or

 

  ·

If the change affects the units of more than one series issued under that agreement, it must be approved by the holders of a majority of all outstanding units of all series affected by the change, with the units of all the affected series voting together as one class for this purpose.

 

These provisions regarding changes with majority approval also apply to changes affecting any securities issued under a unit agreement, as the governing document.

 

In each case, the required approval must be given by written consent.

 

Unit Agreements Will Not Be Qualified under Trust Indenture Act

 

No unit agreement will be qualified as an indenture, and no unit agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of units issued under unit agreements will not have the protections of the Trust Indenture Act with respect to their units.

 

Mergers and Similar Transactions Permitted; No Restrictive Covenants or Events of Default

 

The unit agreements will not restrict our ability to merge or consolidate with, or sell our assets to, another corporation or other entity or to engage in any other transactions. If at any time we merge or consolidate with, or sell our assets substantially as an entirety to, another corporation or other entity, the successor entity will succeed to and assume our obligations under the unit agreements. We will then be relieved of any further obligation under these agreements.

 

The unit agreements will not include any restrictions on our ability to put liens on our assets, including our interests in our subsidiaries, nor will they restrict our ability to sell our assets. The unit agreements also will not provide for any events of default or remedies upon the occurrence of any events of default.

 

Governing Law

 

The unit agreements and the units will be governed by Delaware law.

 

Form, Exchange and Transfer

 

We will issue each unit in global—i.e., book-entry—form only. Units in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the units represented by the global security. Those who own beneficial interests in a unit will do so through participants in the depositary’s system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. We will describe book-entry securities, and other terms regarding the issuance and registration of the units in the applicable prospectus supplement.

 

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Each unit and all securities comprising the unit will be issued in the same form.

 

If we issue any units in registered, non-global form, the following will apply to them.

 

The units will be issued in the denominations stated in the applicable prospectus supplement. Holders may exchange their units for units of smaller denominations or combined into fewer units of larger denominations, as long as the total amount is not changed.

 

Holders may exchange or transfer their units at the office of the unit agent. Holders may also replace lost, stolen, destroyed or mutilated units at that office. We may appoint another entity to perform these functions or perform them ourselves.

 

Holders will not be required to pay a service charge to transfer or exchange their units, but they may be required to pay for any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may also require an indemnity before replacing any units.

 

If we have the right to redeem, accelerate or settle any units before their maturity, and we exercise our right as to less than all those units or other securities, we may block the exchange or transfer of those units during the period beginning 15 days before the day we mail the notice of exercise and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any unit selected for early settlement, except that we will continue to permit transfers and exchanges of the unsettled portion of any unit being partially settled. We may also block the transfer or exchange of any unit in this manner if the unit includes securities that are or may be selected for early settlement.

 

Only the depositary will be entitled to transfer or exchange a unit in global form, since it will be the sole holder of the unit.

 

Payments and Notices

 

In making payments and giving notices with respect to our units, we will follow the procedures as described in the applicable prospectus supplement.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our Certificate of Incorporation provides for indemnification of our officers and directors to the extent permitted by Delaware law, which generally permits indemnification for actions taken by officers or directors as our representatives if the officer or director acted in good faith and in a manner he or she reasonably believed to be in the best interest of the corporation.

 

As permitted under Delaware law, our By-laws contain a provision indemnifying directors against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with an action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of our company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

 

The separation and distribution agreement that we have entered into with Integrated BioPharma provides for indemnification by us of Integrated BioPharma and its directors, officers and employees for some liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934 in connection with the distribution, and a mutual indemnification of each other for product liability claims arising from their respective businesses, and also requires that we indemnify Integrated BioPharma for various liabilities of iBio, and for any tax that may be imposed with respect to the distribution and which result from our actions or omissions in that regard.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

LEGAL MATTERS

 

The legality of the securities offered hereby has been passed on for us by Andrew Abramowitz, PLLC, New York, New York.

 

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EXPERTS

 

The consolidated financial statements of iBio, Inc. and Subsidiaries as of June 30, 2019 and 2018, and for the years then ended, incorporated by reference in this prospectus and the registration statement of which this prospectus is a part, have been so included in reliance on the audit report, which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern, of CohnReznick LLP, an independent registered public accounting firm, incorporated by reference in this prospectus and the registration statement of which this prospectus is a part, given the authority of that firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We file quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You can inspect and copy these reports, proxy statements and other information without charge at the public reference facilities of the SEC at the SEC’s Public Reference Room located at the SEC’s principal office at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of this public reference room by calling 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov). The Registration Statement, including all exhibits and schedules and amendments, has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval system and is available to the public from the SEC’s web site at http://www.sec.gov

 

We also make our annual, quarterly and current reports, proxy statements and other information free of charge on our investor website, https://ir.ibioinc.com/sec-filings, as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the SEC. We use our website as a channel of distribution for material company information. Important information, including financial information, analyst presentations, financial news releases, and other material information about us is routinely posted on and accessible at https://ir.ibioinc.com/.

   

DOCUMENTS INCORPORATED BY REFERENCE

  

The SEC allows us to “incorporate by reference” the information that we have filed with it, meaning we can disclose important information to you by referring you to those documents already on file with the SEC. The information incorporated by reference is considered to be part of this prospectus except for any information that is superseded by other information that is included in this prospectus.

 

This filing incorporates by reference the following documents, which we have previously filed with the SEC pursuant to the Exchange Act (other than current reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):

 

  · Annual Report on Form 10-K for the year ended June 30, 2019 (Commission File No. 001-35023).
  · Current Reports on Form 8-K filed with the SEC on October 11, 2019, October 22, 2019October 28, 2019, October 28, 2019, October 29, 2019December 13, 2019, January 9, 2020January 16, 2020, February 6, 2020February 21, 2020, February 25, 2020, March 9, 2020, March 13, 2020 and March 13, 2020 (Commission File No. 001-35023).
  · Quarterly Reports on Form 10-Q filed with the SEC on November 14, 2019 and February 14, 2020 (Commission File No. 001-35023).
  · Preliminary Proxy Statement on Schedule 14A filed with the SEC on January 13, 2020 (Commission File No. 001-35023).
  · Final Proxy Statement on Schedule 14A filed with the SEC on January 23, 2020, February 6, 2020 and March 2, 2020 (Commission File No. 001-35023).
  · The description of our common stock, par value $0.001 per share, included under the caption “Description of Securities” in the Prospectus forming a part of Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 24, 2019 (File No. 333-233504).

 

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement and all documents that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 

We will provide, without charge, to each person, including any beneficial owner, to whom this prospectus is delivered, on the written or oral request of such person, a copy of any or all of the reports or documents incorporated by reference in this prospectus, but not delivered with this prospectus. Any request may be made by writing or telephoning us at the following address or telephone number:

 

iBio, Inc.

Attention: Investor Relations

600 Madison Avenue, Suite 1601

New York, NY 10022

302-355-9452

ir@ibioinc.com

 

You may also access the documents incorporated by reference into this prospectus at our website address at https://ir.ibioinc.com/sec-filings. The other information and content contained on or linked from our website are not part of this prospectus.

 

16 

 

 

 

Up to $27,000,000 of Shares

of Common Stock

 

PROSPECTUS

 

UBS Securities LLC

 

July 29, 2020