Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
6 Months Ended
Dec. 31, 2012
Subsequent Events [Text Block]

NOTE F – SUBSEQUENT EVENTS


  1)

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.

     
  2)

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.

     
  3)

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.