Subsequent Events [Text Block] |
NOTE F – SUBSEQUENT EVENTS
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1)
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On January 31, 2013 iBio, entered into an ATM equity
offering sales agreement, pursuant to which iBio may,
from time to time, offer and sell shares of its common
stock at prevailing market prices having an aggregate
offering price of up to $10 million. iBio expects to
use any proceeds from this offering for the continued
development of applications of its proprietary
technology, business development and for other general
corporate purposes. Under the ATM equity offering sales
agreement, sales of common stock, if any, through the
sales agent, will be made by means of ordinary
brokers’ transactions, or otherwise at market
prices prevailing at the time of sale, at prices
related to prevailing market prices, at negotiated
prices or, with iBio’s prior approval, in
privately negotiated transactions. The common stock
will be offered under iBio’s existing effective
shelf registration statement (including a prospectus)
filed with the Securities and Exchange Commission.
iBio will pay the sales agent a commission equal to 3%
of the gross sales price per share for any shares sold
under the sales agreement. The remaining sales
proceeds, after deducting any offering expenses, will
be received by the Company. We estimate that the
offering expenses, excluding discounts and commissions,
will be approximately $130,000.
Subject to the terms and conditions of the ATM equity
offering sales agreement, the sales agent is required
to use commercially reasonable efforts to sell the
common stock based upon the Company’s
instructions (including any price, time or size limits
or other customary parameters or conditions the Company
or applicable law or regulation may impose). While the
ATM equity offering sales agreement provides that the
aggregate offering price of shares sold under the
agreement can not exceed $10 million, the application
of certain rules relating to the use of the Form S-3
registration statement may limit the amount the Company
can raise to an aggregate amount during a 12-month
period which is less than $10 million. The closing
prices of the Company’s common stock during the
60-day period prior to each sale, the number of shares
of common stock held by non-affiliates of the Company
on each sale date and proceeds raised in connection
with sales of shares of common stock registered on the
Form S-3 in the 12 month period prior to the date of
sale are factors in calculating the aggregate offering
proceeds that may be realized. At February 12, 2013,
the application of this rule would limit the aggregate
offering proceeds that may be realized as of such date
from the offer and sale of shares registered on the
Form S-3 registration statement. Changes in the number
of shares of common stock held by non-affiliates and
changes in the closing price of the Company’s
common stock will have the effect of increasing or
decreasing the aggregate offering proceeds that may be
realized by future sales of shares registered under the
Form S-3 registration statement.
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2)
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On February 7, 2013, the NYSE MKT (the
“Exchange”) Staff notified the Company that
the plan of compliance submitted by the Company on
December 21, 2012 had been accepted. This plan had been
submitted in response to the Staff’s prior notice
that the Company was not in compliance with the
Exchange’s continued listing criteria set forth
in Section 1003(a)(iii) of the NYSE MKT Company Guide.
This listing standard applies if a listed company has
stockholders’ equity of less than $6,000,000 and
net losses in its five most recent years. In addition
to accepting the Company’s compliance plan, the
Exchange has granted the Company an extension until
October 14, 2013 to regain compliance with the
continued listing standards of the Exchange.
The Company currently anticipates that subsequent to
the filing of this quarterly report on Form 10-Q, it
will receive notification from the Staff that the
Company is not in compliance with the listing standard
set forth in Section 1003(a)(ii) of the NYSE MKT
Company Guide which applies if a listed company has
stockholders’ equity of less than $4,000,000 and
net losses in three of its most recent four years.
Similar to the process invoked following the
Company’s receipt of the earlier non-compliance
notification letter, the Company anticipates that the
Exchange will request the Company to submit a plan
setting forth the steps that the Company will undertake
to regain compliance with all applicable continued
listing standards, in which case the Company will
undertake to submit such plan on a timely basis and
currently expects that this additional plan will be the
same as that which the Company already submitted to
regain compliance with the more rigorous listing
standard set forth in Section 1003(a)(iii), which
requires that a listing company have
stockholders’ equity in excess of $6,000,000.
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3)
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On February 14, 2013, the Company and Caliber
Biotherapeutics LLC (“Caliber”) entered
into a License and Collaboration Agreement for
development and production of recombinant plant-based
biopharmaceuticals using the Company’s
proprietary iBioLaunch™ technology and
Caliber’s proprietary plant-based manufacturing
capabilities. The Company and Caliber will use their
combined capabilities to develop their own product
portfolios, starting with a monoclonal antibody for an
oncology indication. Additionally, the Company and
Caliber will make their combined capabilities available
to third parties through licensing and partnering
arrangements for other recombinant plant-based
biotherapeutics and vaccines.
Under the terms of the agreement, the Company may
receive license and milestone fees in connection with
the successful development of product targets selected
by Caliber. Caliber will be responsible for funding
clinical development and commercialization of such
collaboration products. If a product candidate is
successfully developed and commercialized, the Company
will receive royalties on product sales and may receive
other revenues.
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