Novici Biotech, LLC  

In January 2012, the Company entered into an agreement with Novici in which iBio's President is a minority stockholder. See Note 7.

As more fully discussed in Note 9, the Company entered into two share purchase agreements with Eastern and sold 10 million shares of common stock at a price of $0.622 per share. The Company received proceeds of $6,220,000. In addition, Eastern agreed to exercise warrants it had previously acquired to purchase 1,784,000 shares of the Company's common stock at an exercise price of $0.53 per share. The Company received proceeds of approximately $945,000 from the exercise of the warrants.

 

Concurrently with the execution of the Purchase Agreements, iBio entered into a contract manufacturing joint venture with an affiliate of Eastern to develop and manufacture plant-made pharmaceuticals through iBio's recently formed subsidiary, iBio CDMO. The Eastern Affiliate contributed $15.0 million in cash to iBio CDMO, for a 30% interest in iBio CDMO. iBio retained a 70% equity interest in iBio CDMO. As the majority equity holder, iBio has the right to appoint a majority of the members of the Board of Managers that manages the iBio CDMO joint venture. Specified material actions by the joint venture require the consent of iBio and the Eastern Affiliate. iBio contributed to the capital of iBio CDMO a royalty bearing license, which grants iBio CDMO a non-exclusive license to use the iBio's proprietary technologies for research purposes and an exclusive U.S. license for manufacturing purposes. iBio retains all other rights in its intellectual property, including the right for itself to commercialize products based on its proprietary technologies or to grant licenses to others to do so.

 

In connection with the joint venture, the Second Eastern Affiliate, which controls the subject property as sublandlord, granted iBio CDMO a 34-year sublease of a Class A life sciences building in Bryan, Texas, on the campus of Texas A&;M University, designed and equipped for plant-made manufacture of biopharmaceuticals. Accrued expenses at December 31, 2017 and June 30, 2017 due to the Second Eastern Affiliate amounted to $911,000 and $650,000, respectively. General and administrative expenses related to Second Eastern Affiliate were approximately $158,000 and $180,000 for the three months ended December 31, 2017 and 2016, respectively, and approximately $342,000 and $347,000 for the six months ended December 31, 2017 and 2016, respectively. Interest expense related to the Second Eastern Affiliate amounted to approximately $479,000 and $483,000 for the three months ended December 31, 2017 and 2016, respectively, and $959,000 and $966,000 for the six months ended December 31, 2017 and 2016, respectively. The terms of the sublease are described in Note 8.

 

A three-year standstill agreement (the "Standstill Agreement") that took effect upon the issuance of the Eastern Shares pursuant to the 6,500,000 Purchase Agreement restricts additional acquisitions of iBio equity by Eastern and its controlled affiliates to limit its beneficial ownership of the Company's outstanding shares of common stock to a maximum of 38%, absent approval by a majority of the Company's Board of Directors. On November 27, 2017, the Company's Board of Directors authorized the Company’s Chief Executive Officer to invite Eastern to purchase shares in the November 2017 public offering described in Note 9, provided that such purchase did not result in Eastern being the beneficial owner of more than 40% of the aggregate number of shares the Company's outstanding common stock rather than the limit of 38% set forth in the Standstill Agreement.

 

On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate and issued one share of the iBio CMO Preferred Tracking Stock, par value $0.001 per share (the "Preferred Tracking Stock"), in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by the Eastern Affiliate at an original issue price of $13 million. After giving effect to the transactions contemplated in the Exchange Agreement, the Company owns 99.99% and the Eastern Affiliate owns 0.01% of iBio CDMO.

 

The Company is renting office space on a month-to-month basis from an entity owned by a minority stockholder of the Company. Rent was $2,500 per month effective December 2015 through February 2017 and increased to $7,500 per month effective March 2017. Rent expense totaled $22,500 and $7,500 for the three months ended December 31, 2017 and 2016, respectively, and $45,000 and $15,000 for the six months ended December 31, 2017 and 2016, respectively.