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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 28, 2022

iBio, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

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8800 HSC Parkway

Bryan, Texas 77807

(Address of principal executive offices and zip code)

(979) 446-0027

(Registrant’s telephone number including area code)

N/A

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Mr. Randy Maddox

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On April 28, 2022, the Company received the resignation of Randy J. Maddux, its Chief Operating Officer, effective May 2, 2022.  Mr. Maddux’s decision to resign did not result from any disagreement between the Company and Mr. Maddux.  Mr. Maddux will assist with the transition of his responsibilities to Mike Jenkins, Vice President, Operations, and will provide strategic consultation services as described below.

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Consultation Agreement with Mr. Randy Maddux

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The Company has entered into a consultation agreement (the “Consultation Agreement”) with Randy J. Maddux, which provides that, effective as of May 2, 2022, Mr. Maddux will continue to serve as a strategic advisor and provide consultation services for the Company.  The Consultation Agreement provides for the payment to Mr. Maddux of a monthly payment of $10,000.  The Consultation Agreement may be terminated by the Company and Mr. Maddux with or without cause after the initial twelve months of the effective date.

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The foregoing description of the Consultation Agreement does not purport to be complete and is qualified in its entirety by reference to the Consultation Agreement, dated, May 2, 2022, between Mr. Maddux and the Company, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

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Item 9.01.     Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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