UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On September 27, 2022, iBio, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results for the fiscal quarter and year ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 3.03. | Material Modification to Rights of Security Holders. |
At the Company’s Special Meeting of Stockholders held on June 30, 2022, the Company’s stockholders approved a proposal giving the Company’s Board of Directors (the “Board”) the option to effect a one for twenty-five (1-for-25) reverse stock split of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), in the event that it deemed it advisable. On September 22, 2022, the Board approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock at a ratio of one (1) share of Common Stock for every twenty-five (25) shares of Common Stock (the “Reverse Stock Split”). On September 27, 2022, the Company issued a press release announcing, among other things, the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Reverse Split
On September 22, 2022, the Board approved the Reverse Stock Split at a ratio of one (1) share of Common Stock for every twenty-five (25) shares of Common Stock issued and outstanding. The Company anticipates that the Reverse Stock Split will be effective on Friday, October 7, 2022 upon the filing of a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware. On Monday, October 10, 2022, the Common Stock will begin trading on a post-reverse split basis on the NYSE American under the same symbol “IBIO,” but with a new CUSIP number of 451033609.
Split Adjustment; Treatment of Fractional Shares
As a result of the Reverse Stock Split, each twenty-five (25) pre-split shares of Common Stock outstanding will automatically combine into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 225,164,563 shares to 9,006,583 shares (subject to rounding of fractional shares, which will be paid in cash).
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares will, upon surrender to the exchange agent of certificates representing their fractional shares, be entitled to receive cash in an amount equal to the product obtained by multiplying (i) the average of the closing sales prices of the Common Stock as reported on the NYSE American on the ten (10) trading days preceding the effective date of the amendment to the Certificate of Incorporation by (ii) the number of shares of Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest. Holders of as many as twenty-four (24) shares of Common Stock would be eliminated as a result of the cash payment in lieu of any issuance of fractional shares or interests in connection with the Reverse Stock Split.
Trading Symbol; New CUSIP
As stated above, after the Reverse Stock Split, the trading symbol for the Common Stock will continue to be “IBIO.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 451033609.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 27, 2022 | IBIO, INC. | ||
By: | /s/ Thomas F. Isett | ||
Name: | Thomas F. Isett | ||
Title: | Chairman and Chief Executive Officer | ||