Stockholders' Equity |
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| Stockholders' Equity |
17. Stockholders’ Equity Preferred Stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 1 million shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Series 2022 Convertible Preferred Stock (“Series 2022 Preferred”) On May 9, 2022, the Board of Directors of the Company created the Series 2022 Preferred, par value $0.001 per share, out of the Company’s 1 million authorized shares of preferred stock. Terms of the Series 2022 Preferred include the following:
The Company issued 1,000 shares of Series 2022 Preferred and received proceeds of $270. Pursuant to the terms of the preferred stock, the Company’s Board of Directors converted the Preferred Stock to pre-split Common Stock at a conversion ratio of 1:1 on July 19, 2022. iBio CMO Preferred Tracking Stock On February 23, 2017, the Company entered into an exchange agreement with Bryan Capital pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by Bryan Capital and issued one share of a newly created Preferred Tracking Stock, in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by Bryan Capital at an original issue price of $13 million. After giving effect to the transaction, the Company owned 99.99% and Bryan Capital owned 0.01% of iBio CDMO.
On February 23, 2017, the Board of Directors of the Company created the Preferred Tracking Stock out of the Company’s 1 million authorized shares of preferred stock. The Preferred Tracking Stock accrued dividends at the rate of 2% per annum on the original issue price. Accrued dividends were cumulative and were payable if and when declared by the Board of Directors, upon an exchange of the shares of Preferred Tracking Stock and upon a liquidation, winding up or deemed liquidation (such as a merger) of the Company. No dividends were declared through October 31, 2021.
On November 1, 2021, iBio purchased the iBio CMO Preferred Tracking Stock held by Bryan Capital. No iBio CMO Preferred Tracking Stock remains outstanding. As a result, the iBio CDMO subsidiary and its intellectual property are now wholly owned by iBio. Accrued dividends totaled approximately $0 and $1,131,000 at June 30, 2022 and 2021, respectively.
Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred"), Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred”) and Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred”)
On June 20, 2018, the Board of Directors of the Company created the Series A Preferred and Series B Preferred Stock and designated 6,300 shares as Series A Preferred Stock and 5,785 shares as Series B Preferred Stock. On June 26, 2018, the Company issued 6,300 shares of Series A Preferred and 5,785 shares of Series B Preferred Stock as part of a public offering. All of the issued shares of Series A Preferred were converted into an aggregate of 334,320 shares of Common Stock before July 1, 2020. All of the issued Series B Preferred were converted into an aggregate of 1,157,400 shares of Common Stock in August 2020.
On October 28, 2019, the Board of Directors of the Company created the Series C Preferred. On October 29, 2019, the Company issued 4,510 shares of Series C Preferred as part of a public offering. All of the shares of Series C Preferred were converted into an aggregate of 902,000 shares of the Common Stock before July 1, 2020.
No shares of Series A Preferred, Series B Preferred or Series C Preferred remained outstanding as of June 30, 2022 and 2021. Common Stock The number of authorized shares of the Company’s common stock is 275 million. In addition, on December 9, 2020, the stockholders of the Company approved the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan”) and as of the filing date of this Report, the Company had reserved 32,000,000 shares of Common Stock for issuance pursuant to the grant of new awards under the 2020 Plan. Reverse Stock Split On June 30, 2022, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company's certificate of incorporation, as amended, to implement a reverse stock split at a ratio of -for-twenty five (1:25). On September 22, 2022, the Company's Board of Directors approved the implementation of the reverse stock split of the Company's Common Stock. As a result of the reverse stock split, every twenty five (25) shares of the Company's Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into (1) share of the Company's common stock. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. On October 7, 2022, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a -for-twenty five (1:25) reverse stock split of the shares of the Company’s common stock, either issued and outstanding, effective October 7, 2022. The Company’s common stock began trading on a reverse split adjusted basis when the market opened Monday, October 10, 2022. Issuances of Common Stock for the year ended June 20, 2022 were as follows: Vesting of Restricted Stock Units (“RSUs”)
In the quarter ended December 31, 2021, RSUs for 4,120 shares of Common Stock were vested. In the quarter ended March 31, 2022, RSUs for 4,201 shares of Common Stock were vested. In the quarter ended June 30, 2022, RSUs for 533 shares of Common Stock were vested.
Exercise of Stock Options
In late September 2021, options for 3,380 shares of Common Stock were exercised. Cantor Fitzgerald Underwriting On November 25, 2020, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. ("Cantor Fitzgerald") to sell shares of Common Stock, from time to time, through an “at the market offering” program having an aggregate offering price of up to $100,000,000 through which Cantor Fitzgerald would act as sales agent (the “Sales Agent”). The issuance and sale, if any, of Common Stock by the Company under the Sales Agreement was made pursuant to our registration statement on Form S-3 (File No. 333-250973) (the “Registration Statement”), filed with the Securities and Exchange Commission on November 25, 2020. The Registration Statement was declared effective by the Securities and Exchange Commission on December 7, 2020.
On December 8, 2020, the Company entered into the Underwriting Agreement with Cantor Fitzgerald, pursuant to which the Company (i) agreed to issue and sell in an underwritten public offering (the “Offering”) 1,186,441 shares of Common Stock to Cantor Fitzgerald and (ii) granted Cantor Fitzgerald an option for 30 days to purchase up to an additional 177,966 shares of Common Stock that may be sold upon the exercise of such option by Cantor Fitzgerald. On December 10, 2020, this offering closed and the Company issued 1,186,441 shares of Common Stock for gross proceeds totaling approximately $35.2 million. The Company incurred costs of approximately $2.9 million. On January 11, 2021, the Company issued an additional 169,633 shares of Common Stock to satisfy the underwriter’s option exercise. The Company received net proceeds of approximately $4.6 million. On February 24, 2021, Cantor Fitzgerald sold as sales agent pursuant to the Sales Agreement 4,528 shares of Common Stock. The Company received net proceeds of approximately $238,000. On May 7, 2021, Cantor Fitzgerald sold as sales agent pursuant to the Sales Agreement 68,672 shares of Common Stock. The Company received net proceeds of approximately $2.995 million. Between July 25, 2022, and August 17, 2022, Cantor Fitzgerald sold as sales agent pursuant to the Sales Agreement 175,973 shares of Common Stock. The Company received net proceeds of approximately $1.2 million. RubrYc Transaction On September 19, 2022, iBio issued 102,354 shares to RubrYc Therapeutics as part of the payment for purchasing the assets of RubrYc Therapeutics. Issuances of Common Stock for the year ended June 20, 2021 were as follows: Equity Distribution Agreement On June 17, 2020, as amended on July 29, 2020, the Company entered into an equity distribution agreement with UBS Securities LLC (“UBS”) as sales agent pursuant to which the Company could sell from time-to-time shares of its Common Stock through UBS, for the sale of up to $72,000,000 of shares of the Company's common stock. Sales of shares of Common Stock made pursuant to the agreement were made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-236735) filed with the SEC in accordance with the provisions of the Securities Act of 1933, as amended, and declared effective on March 19, 2020, and the prospectus supplement thereto dated May 14, 2020. Sales of the shares were made by means of ordinary brokers’ transactions at prevailing market prices at the time of sale, or as otherwise agreed with UBS. UBS used its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations to sell the Company’s Common Stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company paid a commission rate of up to 3.0% of the gross sales price per share sold and had agreed to reimburse UBS for the reasonable fees and disbursements of its counsel, in connection with entering into this agreement, in an amount not to exceed $50,000, in addition to certain ongoing fees and disbursements of its counsel. The agreement contained customary representations, warranties and agreements and other obligations of the parties and termination provisions. The Company had also agreed pursuant to the agreement to provide UBS with customary indemnification and contribution rights. For the period from July 1, 2020 to November 25, 2020, the termination date of the offering, 416,359 shares of Common Stock were issued for net proceeds totaling approximately $26.7 million. The Company is using the net proceeds of this offering for operating costs, including working capital and other general corporate purposes. Lincoln Park March 2020 Purchase Agreement On March 19, 2020, the Company entered into the Lincoln Park March 2020 Purchase Agreement with Lincoln Park pursuant to which the Company had the right to sell to Lincoln Park up to an aggregate of $50,000,000 in shares of the Company’s Common Stock over the term of the Lincoln Park March 2020 Purchase Agreement, subject to certain limitations and conditions set forth in the Lincoln Park March 2020 Purchase Agreement. The Lincoln Park March 2020 Purchase Agreement provided that, from time to time on any trading day the Company selects, the Company had the right, in its sole discretion, subject to the conditions and limitations in the Lincoln Park March 2020 Purchase Agreement, to direct Lincoln Park to purchase up to 40,000 shares of Common Stock (each such purchase, a “Regular Purchase”) over the term of the Purchase Agreement. The purchase price of shares of common stock pursuant to the Lincoln Park March 2020 Purchase Agreement was based on the prevailing market price at the time of sale as set forth in the Lincoln Park March 2020 Purchase Agreement. There were no trading volume requirements or restrictions under the Lincoln Park March 2020 Purchase Agreement. Lincoln Park’s obligation under each Regular Purchase did not exceed $5,000,000. There was no upper limit on the price per share that Lincoln Park must pay for common stock under the Lincoln Park March 2020 Purchase Agreement, but in no event were shares be sold to Lincoln Park on a day the Company’s closing price was less than the floor price of $5.00, which was subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Floor Price (the “Floor Price”) was the lower of (i) the adjusted price and (ii) $0.20. For the period from July 1, 2020 to July 27, 2020, Lincoln Park was issued 106,921 shares of common stock for proceeds totaling $6.79 million. No further sales of shares of the Company’s common stock were made under the Lincoln Park March 2020 Purchase Agreement since the Company terminated the Lincoln Park March 2020 Purchase Agreement effective July 27, 2020. The Company terminated the Lincoln Park March 2020 Purchase Agreement on July 24, 2020, without fee, penalty or cost, effective July 27, 2020.
Vesting of RSUs
In the quarter ended March 31, 2021, RSUs for 379 shares of Common Stock were vested.
Exercise of Stock Options
For the year ended June 30, 2021, options for 2,147 shares of Common Stock were exercised.
Warrants The Company issued 1,000,000 Series A Warrants and 1,000,000 Series B Warrants as part of its October 29, 2019, public offering. The Series A Warrants were exercisable at $5.50 per share, had a term of two years and were set to expire on October 29, 2021. The Series B Warrants were exercisable at $5.50 per share, had a term of seven years and were set to expire on October 29, 2026.
On February 20, 2020, the Company entered into a warrant amendment and exchange agreement (the “Warrant Exchange Agreement”) with certain holders (the “Warrant Holders”) of the Company’s Series A Warrants (the “Original Series A Warrants”) and Series B Warrants (the “Original Series B Warrants”).
From the date of the October 29, 2019 public offering through June 30, 2020, the Company issued 1,162,807 shares of Common Stock for the exercise of various Warrants and received proceeds of $6.4 million. In addition, the Company issued 237,193 shares of Common Stock for the cashless exercise of Warrants in which the “assumed proceeds” totaling $1.3 million were used to reduce the Company’s balances owed for the notes described above. Costs related to the exchange under the Warrant Exchange agreement totaled approximately $313,000 and were offset against additional paid-in capital. As of June 30, 2021 there were no Warrants outstanding. The Warrant
As discussed above, the Company issued to Bryan Capital a Warrant to purchase 51,583 shares of the Common Stock of the Company at an exercise price of $33.25 per share. The Warrant expires October 10, 2026, is exercisable immediately, provides for a cashless exercise at any time and automatic cashless exercise on the expiration date if on such date the exercise price of the Warrant exceeds its fair market value as determined in accordance with the terms of the Warrant and adjustments in the case of stock dividends and stock splits.
The Company estimated the fair value of the Warrant using the Black-Scholes model with the following assumptions:
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