iBio Reports Material Agreement & Asset Transaction

TL;DR

**iBio just dropped an 8-K about a major deal and asset move, but the details are still under wraps!**

AI Summary

iBio, Inc. filed an 8-K on February 26, 2024, reporting an event that occurred on February 25, 2024. The filing indicates an entry into a material definitive agreement and the completion of an acquisition or disposition of assets. The specific details of the agreement and transaction, including names and dollar amounts, are not provided in the excerpt.

Why It Matters

This filing signals a significant corporate action for iBio, Inc., potentially impacting its strategic direction, financial health, and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and asset transaction, which can carry both opportunities and risks depending on the undisclosed specifics.

Key Players & Entities

• iBio, Inc. (company) — Registrant
• 03 Life Sciences (company) — Organization Name
• Delaware (company) — State of incorporation for iBio, Inc.
• February 25, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share IBIO NYSE Americ
• $1,000,000 — eld for development in consideration of $1,000,000 paid at closing (the "Closing Considera
• $2,500,000 — s for a potential contingent payment of $2,500,000 upon the achievement of specified devel
• $50,000,000 — second potential contingent payment of $50,000,000 upon the achievement of specified miles

Filing Documents

• ibio-20240226x8k.htm (8-K) — 35KB
• ibio-20240226xex10d1.htm (EX-10.1) — 468KB
• ibio-20240226xex99d1.htm (EX-99.1) — 13KB
• 0001420720-24-000012.txt ( ) — 710KB
• ibio-20240226.xsd (EX-101.SCH) — 4KB
• ibio-20240226_def.xml (EX-101.DEF) — 3KB
• ibio-20240226_lab.xml (EX-101.LAB) — 14KB
• ibio-20240226_pre.xml (EX-101.PRE) — 10KB
• ibio-20240226x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 25, 2024, iBio, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with Otsuka Pharmaceutical Co., Ltd. ("Otsuka") pursuant to which the Company sold and assigned to Otsuka, and Otsuka purchased and assumed, all intellectual property rights directly related to the Company's PD-1 agonist assets (the "PD-1 Assets") developed or held for development in consideration of $1,000,000 paid at closing (the "Closing Consideration"). The Purchase Agreement also provides for a potential contingent payment of $2,500,000 upon the achievement of specified developmental milestones and a second potential contingent payment of $50,000,000 upon the achievement of specified milestones following commercialization. The Purchase Agreement contains customary representations, warranties and covenants of the Company and Otsuka. The acquisition of the PD-1 Assets (the "Acquisition") closed on February 25, 2024. The Company acquired the PD-1 Assets on September 19, 2022 when it entered into an Asset Purchase Agreement (the "RubrYc Agreement") with RubrYc Therapeutics, Inc. ("RubrYc Therapeutics") pursuant to which it acquired substantially all of RubrYc Therapeutics' assets, including the Company's patented AI drug discovery platform, all rights with no future milestone payments or royalty obligations, to IBIO-101, in addition to CCR8, EGFRvIII, MUC16, CD3 and one additional immuno-oncology candidate plus the PD-1 Assets. The RubrYC Agreement contains a potential contingent payment by the Company, payable in cash or shares of the common stock, at the Company's option, in the event specified developmental milestones are achieved on or before the fifth anniversary of the closing date of the RubrYc Agreement. None of the specified developmental milestones of the RubrYc Agreement are related to the PD-1 Assets. As noted above, only the PD-1 Assets are being sold to Otsuka under the Purchase Ag

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01 in its entirety.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 26, 2024, the Company issued the press release attached hereto as Exhibit 99.1 announcing the closing of the Acquisition.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 10.1 Asset Purchase Agreement, dated February 25, 2024, by and between iBio, Inc. and Otsuka Pharmaceutical Co., Ltd. 99.1 iBio, Inc. Press Release dated February 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) The Company has omitted certain portions of the Asset Purchase Agreement in accordance with Item 601(b)(10) of Regulation S-K. The Company agrees to furnish unredacted copies of these Exhibits to the SEC upon request.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IBIO, INC. Date: February 26, 2024 By: /s/ Marc Banjak Name: Marc Banjak Title: General Counsel and Corporate Secretary