iBio Secures Up to $10M in Equity Financing

TL;DR

iBio just raised up to $10M via stock sale to an investor.

AI Summary

On March 26, 2024, iBio, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement allows for the sale of up to $10 million of its common stock. The company also announced unregistered sales of equity securities, indicating a need for capital.

Why It Matters

This financing provides iBio with crucial capital, potentially enabling further development of its biotechnology pipeline and operations.

Risk Assessment

Risk Level: medium — The company is raising capital through equity, which can dilute existing shareholders and suggests potential funding needs.

Key Numbers

• $10.0M — Equity Financing (Potential capital to be raised through the sale of common stock.)

Key Players & Entities

• iBio, Inc. (company) — Registrant
• March 26, 2024 (date) — Date of earliest event reported
• $10 million (dollar_amount) — Maximum amount of common stock to be sold
• Securities Purchase Agreement (agreement) — Material Definitive Agreement

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share IBIO NYSE Americ
• $15.1 million — ies for gross proceeds of approximately $15.1 million: (i) 2,701,315 shares (the "Shares") of
• $0.0001 — 's Common Stock at an exercise price of $0.0001 per share, and (iii) Series E Common St
• $2.64 — 's Common Stock at an exercise price of $2.64 per share. The Series E Warrants are ex
• $2.85 — d the accompanying Series E Warrant was $2.85 and the purchase price for one pre-fund
• $2.849 — d the accompanying Series E Warrant was $2.849. A holder of the Pre-Funded Warrants a
• $14.1 million — received net proceeds of approximately $14.1 million from the Private Placement, after deduc
• $50,000 — t to certain investors), and (ii) up to $50,000 for legal fees and other out-of-pocket

Filing Documents

• ibio-20240326x8k.htm (8-K) — 50KB
• ibio-20240326xex4d1.htm (EX-4.1) — 121KB
• ibio-20240326xex4d2.htm (EX-4.2) — 122KB
• ibio-20240326xex10d1.htm (EX-10.1) — 345KB
• ibio-20240326xex10d2.htm (EX-10.2) — 62KB
• ibio-20240326xex10d3.htm (EX-10.3) — 51KB
• ibio-20240326xex99d1.htm (EX-99.1) — 12KB
• 0001420720-24-000015.txt ( ) — 1028KB
• ibio-20240326.xsd (EX-101.SCH) — 4KB
• ibio-20240326_def.xml (EX-101.DEF) — 3KB
• ibio-20240326_lab.xml (EX-101.LAB) — 14KB
• ibio-20240326_pre.xml (EX-101.PRE) — 10KB
• ibio-20240326x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement and Warrants On March 26, 2024, iBio, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with several institutional investors and an accredited investor (the "Purchasers") for the issuance and sale in a private placement (the "Private Placement") of the following securities for gross proceeds of approximately $15.1 million: (i) 2,701,315 shares (the "Shares") of the Company's common stock, par value $0.001 (the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 2,585,963 shares of the Company's Common Stock at an exercise price of $0.0001 per share, and (iii) Series E Common Stock purchase warrants (the "Series E Warrants") to purchase up to 5,287,278 shares of the Company's Common Stock at an exercise price of $2.64 per share. The Series E Warrants are exercisable at any time after the six-month anniversary of their issuance (the "Initial Exercise Date") at an exercise price of $2.64 per share and have a term of exercise equal to five years from the date of issuance. The combined purchase price for one share of common stock and the accompanying Series E Warrant was $2.85 and the purchase price for one pre-funded warrant and the accompanying Series E Warrant was $2.849. A holder of the Pre-Funded Warrants and the Series E Warrants may not exercise any portion of such holder's Pre-Funded Warrants or the Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The Pre-Funded Warr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Shares, the Pre-Funded Warrants, and the Series E Warrants, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, and (iii) the shares of the Common Stock issuable upon exercise of the Series E Warrants, is incorporated herein by reference. Neither the issuance of the Shares, the Pre-Funded Warrants, the Series E Warrants nor the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Series E Warrants, as applicable, were registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The issuance of the Shares, the Pre-Funded Warrants and the Series E Warrants were, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants and the Series EWarrants will be, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 29, 2024, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01 and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01 Other Events

Item 8.01 Other Events. During the third quarter of fiscal 2024, 1,131,500 Class C warrants and 1,006,500 Class D warrants were exercised. The number of shares outstanding as of April 1, 2024 is 8,515,226, after taking into account the issuance of the Shares.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series E Purchase Warrant 10.1* Form of Securities Purchase Agreement, dated March 26, 2024, by and between iBio, Inc. and the Purchaser signatory thereto* 10.2 Side Letter Agreement dated April 1, 2024 10.3 Ninth Amendment to Credit Agreement dated March 28, 2024, between iBio CDMO LLC and Woodforest National Bank 99.1 Press Release issued by iBio, Inc. on March 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC.

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: April 1, 2024 By: /s/ Marc Banjak Name: Marc Banjak Title: General Counsel and Corporate Secretary