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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): February 10, 2023

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 1.01  Entry into a Material Definitive Agreement

On February 10, 2021, iBio , Inc. ( the “Company”), entered into an Auction Sale Agreement (the “Auction Sale Agreement”) with Holland Industrial Group, together with Federal Equipment Company and Capital Recovery Group LLC (collectively, the “Auctioneers”) for the sale at public auction of equipment and other tangible personal property (the “Equipment”) located at the Company’s facility at 8800 Health Science Center Pkwy, Bryan TX 77807 (the “Facility”).  The Auctioneer has guaranteed an amount of gross proceeds from the sale of the Equipment of $2,100,000, which will be paid within five (5) days of the Company providing Auctioneer with evidence reasonably satisfactory to Auctioneer that the Company will deliver free and clear title to the Equipment, including the payment of any personal property taxes, if any.  In addition, the Company will receive 80% of any gross proceeds that exceed $2,300,000.

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The foregoing summary description of the Auction Sale Agreement is not complete and is qualified in its entirety by reference to the Auction Sale Agreement, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.  The Company intends to redact certain terms of the Auction Sale Agreement from the version of the Auction Sale Agreement to be filed as an exhibit to the Form 10-Q for the quarterly period ended March 31, 2023 pursuant to Item 601(b)(10) of Regulation S-K because such terms are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.  

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Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 is incorporate by reference into this Item 2.01

Item 2.05  Costs Associated with Exit of Disposal Activities.

The information set forth in Item 1.01 is incorporate by reference into this Item 2.05

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Item 9.01.  Financial Statements and 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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