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 March 31, 2023


☐	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	Trading 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 May 10, 2023: 16,798,014

Table of Contents

iBio, Inc.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3

Item 1.	Consolidated Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45

PART II. OTHER INFORMATION		46

Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 5.	Other Information	51
Item 6.	Exhibits	51

SIGNATURES		52

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited).

iBio, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)


	March 31,		June 30,
	2023		2022
	(Unaudited)		(See Note 2)
Assets
Current assets:
Cash and cash equivalents	$	6,562	$	22,676
Investments in debt securities		—		10,845
Accounts receivable - trade		70		1,000
Subscription receivable		260		—
Settlement receivable - current portion		—		5,100
Convertible promissory note receivable and accrued interest		912		—
Prepaid expenses and other current assets		921		1,549
Current assets held for sale		18,368		3,900
Total Current Assets		27,093		45,070

Restricted cash		3,253		5,996
Convertible promissory note receivable and accrued interest		775		1,631
Finance lease right-of-use assets, net of accumulated amortization		678		—
Operating lease right-of-use asset		2,786		3,068
Fixed assets, net of accumulated depreciation		4,358		1,373
Intangible assets, net of accumulated amortization		5,393		4,851
Security deposits		50		29
Prepaid expenses - noncurrent		—		74
Noncurrent assets held for sale		—		37,314
Total Assets	$	44,386	$	99,406

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,013	$	4,264
Accrued expenses		3,821		3,764
Finance lease obligations - current portion		265		—
Operating lease obligation - current portion		377		91
Equipment financing payable - current portion		156		—
Term note payable - net of deferred financing costs		13,700		22,161
Contract liabilities		—		100
Current liabilities related to assets held for sale		1,944		56
Total Current Liabilities		22,276		30,436

Finance lease obligations - net of current portion		422		—
Operating lease obligation - net of current portion		3,225		3,514
Equipment financing payable - net of current portion		283		—
Accrued expenses - noncurrent		791		—
Noncurrent liabilities related to assets held for sale		—		1,971

Total Liabilities		26,997		35,921

Stockholders' Equity
Series 2022 Convertible Preferred Stock - $0.001 par value; 1,000,000 shares authorized; 0 and 1,000 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively		—		—
Common Stock - $0.001 par value; 275,000,000 shares authorized at March 31, 2023 and June 30, 2022; 15,818,149 and 8,727,158 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively		16		9
Additional paid-in capital		300,280		287,619
Accumulated other comprehensive loss		—		(213)
Accumulated deficit		(282,907)		(223,930)
Total Stockholders’ Equity		17,389		63,485
Total Liabilities and Stockholders' Equity	$	44,386	$	99,406

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				Nine Months Ended
	March 31,				March 31,
	2023		2022		2023		2022

Revenues	$	—	$	1,800	$	—	$	1,884

Operating expenses:
Research and development		2,644		3,272		7,971		6,265
General and administrative		3,525		5,316		16,407		14,863
Total operating expenses		6,169		8,588		24,378		21,128

Operating loss		(6,169)		(6,788)		(24,378)		(19,244)

Other income (expense):
Interest expense		(35)		—		(66)		—
Interest income		23		40		163		111
Loss on sale of debt securities		(98)		—		(98)		—
Royalty income		—		2		—		7
Total other income (expense)		(110)		42		(1)		118

Consolidated net loss from continuing operations		(6,279)		(6,746)		(24,379)		(19,126)
Net loss attributable to noncontrolling interest		—		—		—		1
Net loss attributable to iBio, Inc. from continuing operations		(6,279)		(6,746)		(24,379)		(19,125)

Preferred stock dividends - iBio CDMO Tracking Stock		—		—		—		(88)
Net loss available to iBio, Inc. stockholders from continuing operations		(6,279)		(6,746)		(24,379)		(19,213)

Loss from discontinued operations		(1,015)		(5,644)		(34,598)		(14,124)

Net loss available to iBio, Inc. stockholders	$	(7,294)	$	(12,390)	$	(58,977)	$	(33,337)

Comprehensive loss:
Consolidated net loss	$	(7,294)	$	(12,390)	$	(58,977)	$	(33,250)
Other comprehensive income (loss) - unrealized gain (loss) on debt securities		134		(103)		180		(131)
Other comprehensive income - foreign currency adjustment		33		—		33		—

Comprehensive loss	$	(7,127)	$	(12,493)	$	(58,764)	$	(33,381)

Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - continuing operations	$	(0.47)	$	(0.77)	$	(2.30)	$	(2.20)
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - discontinued operations	$	(0.08)	$	(0.65)	$	(3.27)	$	(1.62)
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - total	$	(0.55)	$	(1.42)	$	(5.57)	$	(3.82)

Weighted-average common shares outstanding - basic and diluted		13,184		8,719		10,592		8,719

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)

Nine Months Ended March 31, 2023


										Accumulated
								Additional		Other
	Preferred Stock				Common Stock			Paid-In		Comprehensive		Accumulated
	Shares		Amount		Shares	Amount		Capital		Loss		Deficit		Total
Balance as of July 1, 2022		1	$	—	8,727	$	9	$	287,619	$	(213)	$	(223,930)	$	63,485

Capital raise		—		—	176		—		1,151		—		—		1,151
Conversion of preferred stock to common stock		(1)		—	—		—		—		—		—		—
Common stock issued - RubrYc transaction		—		—	102		—		650		—		—		650
Vesting of RSUs		—		—	1		—		—		—		—		—
Share-based compensation		—		—	—		—		1,222		—		—		1,222
Unrealized loss on available-for-sale debt securities		—		—	—		—		—		(10)		—		(10)
Net loss		—		—	—		—		—		—		(18,130)		(18,130)

Balance as of September 30, 2022		—	$	—	9,006	$	9	$	290,642	$	(223)	$	(242,060)	$	48,368

Capital raise		—		—	3,366		3		3,497		—		—		3,500
Cost to raise capital		—		—	—		—		(636)		—		—		(636)
Payment for fractional shares after reverse stock split		—		—	(8)		—		(39)		—		—		(39)
Vesting of RSUs		—		—	4		—		—		—		—		—
Share-based compensation		—		—	—		—		1,127		—		—		1,127
Unrealized gain on available-for-sale debt securities		—		—	—		—		—		56		—		56
Net loss		—		—	—		—		—		—		(33,553)		(33,553)

Balance as of December 31, 2022		—	$	—	12,368	$	12	$	294,591	$	(167)	$	(275,613)	$	18,823

Vesting of RSUs		—		—	28		—		—		—		—		—
Capital raise		—		—	3,422		4		4,093		—		—		4,097
Share-based compensation		—		—	—		—		1,596		—		—		1,596
Unrealized gain on debt securities		—		—	—		—		—		113		—		113
Reclassification adjustment for loss on available-for-sale debt securities realized in net income		—		—	—		—		—		21		—		21
Foreign currency translation adjustment		—		—	—		—		—		33		—		33
Net loss		—		—	—		—		—		—		(7,294)		(7,294)

Balance as of March 31, 2023		—	$	—	15,818	$	16	$	300,280	$	—	$	(282,907)	$	17,389

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)

Nine Months Ended March 31, 2022


										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		—	$	—	8,715	$	9	$	282,266	$	(63)	$	(173,627)	$	(17)	$	108,568

Exercise of stock options		—		—	3		—		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		—	$	—	8,718	$	9	$	283,164	$	(64)	$	(182,566)	$	(18)	$	100,525

Vesting of RSUs		—		—	4		—		—		—		—		—		—
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		—	$	—	8,722	$	9	$	285,166	$	(91)	$	(194,486)	$	—	$	90,598

Vesting of RSUs		—		—	4		—		1		—		—		—		1
Cost to raise capital		—		—	—		—		—		—		—		—		—
Exercise of stock options		—		—	—		—		—		—		—		—		—
Share-based compensation		—		—	—		—		1,274		—		—		—		1,274
Foreign currency translation adjustment		—		—	—		—		—		—		—		—		—
Unrealized loss on debt securities		—		—	—		—		—		(103)		—		—		(103)
Net loss		—		—	—		—		—		—		(12,390)		—		(12,390)

Balance as of March 31, 2022		—	$	—	8,726	$	9	$	286,441	$	(194)	$	(206,876)	$	—	$	79,380

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 Cash Flows

(Unaudited; in Thousands)


	Nine Months Ended
	March 31,
	2023		2022

Cash flows from operating activities:
Consolidated net loss	$	(58,977)	$	(33,250)
Adjustments to reconcile consolidated net loss to net cash used in operating activities:
Share-based compensation		3,945		3,198
Amortization of intangible assets		121		333
Amortization of finance lease right-of-use assets		156		587
Amortization of operating lease right-of-use assets		290		386
Depreciation of fixed assets