UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended December 31, 2021


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

For the transition period from ___ to ___

Commission file number 001-35023

iBio, Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-2797813
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8800 HSC Parkway, Bryan, TX		77807-1107
(Address of principal executive offices)		(Zip Code)

(979) 446-0027

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock	IBIO	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark 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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Shares of Common Stock outstanding as of January 26, 2022: 218,082,265

Table of Contents

iBio, Inc.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

PART II. OTHER INFORMATION		45

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 5.	Other Information	49
Item 6.	Exhibits	50

SIGNATURES		52

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

iBio, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, except share and per share amounts)


	December 31,		June 30,
	2021		2021
	(Unaudited)		(See Note 2)
Assets
Current assets:
Cash and cash equivalents	$	39,205	$	77,404
Accounts receivable - trade		111		426
Settlement receivable - current portion		5,100		5,100
Investments in debt securities		18,172		19,570
Inventory		1,986		27
Prepaid expenses and other current assets		2,922		2,070
Total Current Assets		67,496		104,597

Restricted cash		5,940		—
Convertible promissory note receivable and accrued interest		1,594		1,556
Settlement receivable - noncurrent portion		5,100		5,100
Finance lease right-of-use assets, net of accumulated amortization		109		26,111
Operating lease right-of-use asset		5,291		—
Fixed assets, net of accumulated depreciation		32,881		8,628
Intangible assets, net of accumulated amortization		5,041		952
Investment in equity security - at cost		1,760		—
Prepaid expenses - noncurrent		1,195		—
Security deposits		41		24
Total Assets	$	126,448	$	146,968

Liabilities and Equity
Current liabilities:
Accounts payable	$	2,739	$	2,254
Accrued expenses (related party of $0 and $701 as of December 31, 2021, and June 30, 2021, respectively)		2,842		3,001
Acquisition Payable		2,500		—
Finance lease obligations - current portion		45		367
Operating lease obligation - current portion		160		—
Note payable - PPP loan - current portion		—		600
Contract liabilities		60		423
Total Current Liabilities		8,346		6,645

Finance lease obligations - net of current portion		51		31,755
Operating lease obligation - net of current portion		5,400		—
Term note payable - net of deferred financing costs		22,053		—

Total Liabilities		35,850		38,400

Equity
iBio, Inc. Stockholders’ Equity:
Common stock - $0.001 par value; 275,000,000 shares authorized at December 31, 2021, and June 30, 2021; 218,060,597 and 217,873,094 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively		218		217
Additional paid-in capital		284,957		282,058
Accumulated other comprehensive loss		(91)		(63)
Accumulated deficit		(194,486)		(173,627)
Total iBio, Inc. Stockholders’ Equity		90,598		108,585
Noncontrolling interest		—		(17)
Total Equity		90,598		108,568
Total Liabilities and Equity	$	126,448	$	146,968

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

iBio, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited; in Thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2021		2020		2021		2020

Revenues	$	168	$	705	$	379	$	1,115

Cost of goods sold		113		211		153		318

Gross profit		55		494		226		797

Operating expenses:
Research and development		3,331		2,374		5,842		4,236
General and administrative (related party of $61, $510, $250 and $903)		8,362		5,665		14,996		11,030
Total operating expenses		11,693		8,039		20,838		15,266

Operating loss		(11,638)		(7,545)		(20,612)		(14,469)

Other income (expense):
Interest expense (related party of $202, $612, $810 and $1,226)		(328)		(615)		(937)		(1,229)
Interest income		35		27		71		31
Royalty income		5		2		5		2
Forgiveness of note payable and accrued interest - SBA loan		—		—		607		—
Other		6		—		6		—
Total other income (expense)		(282)		(586)		(248)		(1,196)

Consolidated net loss		(11,920)		(8,131)		(20,860)		(15,665)
Net loss attributable to noncontrolling interest		—		2		1		3
Net loss attributable to iBio, Inc.		(11,920)		(8,129)		(20,859)		(15,662)

Preferred stock dividends		(22)		(65)		(88)		(131)
Net loss attributable to iBio, Inc. stockholders	$	(11,942)	$	(8,194)	$	(20,947)	$	(15,793)

Comprehensive loss:
Consolidated net loss	$	(11,920)	$	(8,131)	$	(20,860)	$	(15,665)
Other comprehensive loss - unrealized loss on debt securities		(27)		(13)		(28)		(20)

Comprehensive loss	$	(11,947)	$	(8,144)	$	(20,888)	$	(15,685)

Loss per common share attributable to iBio, Inc. stockholders - basic and diluted	$	(0.05)	$	(0.04)	$	(0.10)	$	(0.09)

Weighted-average common shares outstanding - basic and diluted		217,990		188,087		217,933		175,264

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

iBio, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited; in thousands)

Six Months Ended December 31, 2021


										Accumulated
								Additional		Other
	Preferred Stock				Common Stock			Paid-In		Comprehensive		Accumulated		Noncontrolling
	Shares		Amount		Shares	Amount		Capital		Loss		Deficit		Interest		Total
Balance as of July 1, 2021		—	$	—	217,873	$	217	$	282,058	$	(63)	$	(173,627)	$	(17)	$	108,568

Exercise of stock options		—		—	85		—		77		—		—		—		77

Share-based compensation		—		—	—		—		821		—		—		—		821

Unrealized loss on debt securities		—		—	—		—		—		(1)		—		—		(1)

Net loss		—		—	—		—		—		—		(8,939)		(1)		(8,940)

Balance as of September 30, 2021		—	$	—	217,958	$	217	$	282,956	$	(64)	$	(182,566)	$	(18)	$	100,525

Vesting of RSUs		—		—	103		1		(1)		—		—		—		—

Warrant issued for Transaction		—		—	—		—		967		—		—		—		967

Acquisition of remaining portion of iBio CDMO		—		—	—		—		(68)		—		—		18		(50)

Share-based compensation		—		—	—		—		1,103		—		—		—		1,103

Unrealized loss on debt securities		—		—	—		—		—		(27)		—		—		(27)

Net loss		—		—	—		—		—		—		(11,920)		—		(11,920)

Balance as of December 31, 2021		—	$	—	218,061	$	218	$	284,957	$	(91)	$	(194,486)	$	—	$	90,598

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

iBio, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited; in thousands)

Six Months Ended December 31, 2020


										Accumulated
								Additional		Other
	Preferred Stock				Common Stock			Paid-In		Comprehensive		Accumulated		Noncontrolling
	Shares		Amount		Shares	Amount		Capital		Loss		Deficit		Interest		Total
Balance as of July 1, 2020		6	$	—	140,071	$	140	$	206,931	$	(33)	$	(150,420)	$	(11)	$	56,607

Capital raises		—		—	11,292		11		32,111		—		—		—		32,122

Costs to raise capital		—		—	—		—		(1,525)		—		—		—		(1,525)

Exercise of stock options		—		—	30		—		28		—		—		—		28

Conversion of preferred stock to common stock		(6)		—	28,925		29		(29)		—		—		—		—

Share-based compensation		—		—	—		—		351		—		—		—		351

Unrealized loss on debt securities		—		—	—		—		—		(7)		—		—		(7)

Net loss		—		—	—		—		—		—		(7,533)		(1)		(7,534)

Balance as of September 30, 2020		—	$	—	180,318	$	180	$	237,867	$	(40)	$	(157,953)	$	(12)	$	80,042

Capital raise		—		—	31,451		32		38,243		—		—		—		38,275

Cost to raise capital		—		—	—		—		(3,117)		—		—		—		(3,117)

Share-based compensation		—		—	—		—		265		—		—		—		265

Unrealized loss on debt securities		—		—	—		—		—		(13)		—		—		(13)

Net loss		—		—	—		—		—		—		(8,129)		(2)		(8,131)

Balance as of December 31, 2020		—	$	—	211,769	$	212	$	273,258	$	(53)	$	(166,082)	$	(14)	$	107,321