iBio, Inc. Secures $1.5M in Equity Financing

TL;DR

iBio just raised $1.5M via convertible preferred stock & warrants from an accredited investor.

AI Summary

On May 14, 2024, iBio, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of approximately $1.5 million worth of Series A Convertible Preferred Stock and warrants. The company also reported on unregistered sales of equity securities.

Why It Matters

This financing provides iBio with additional capital, which could be used for operational expenses or further development of its biotechnology products. The terms of the convertible preferred stock and warrants will impact future share dilution.

Risk Assessment

Risk Level: medium — The company is issuing convertible securities, which can lead to dilution for existing shareholders upon conversion.

Key Numbers

• $1.5M — Financing Amount (Capital raised through the sale of Series A Convertible Preferred Stock and warrants.)

Key Players & Entities

• iBio, Inc. (company) — Registrant
• May 14, 2024 (date) — Date of earliest event reported
• $1.5 million (dollar_amount) — Amount of financing
• Securities Purchase Agreement (agreement) — Material Definitive Agreement
• Series A Convertible Preferred Stock (security) — Type of security sold

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share IBIO NYSE Ameri
• $8,500,000 — oard of Regents for a purchase price of $8,500,000 (the "Purchase Price"). The closing of
• $13,138,008 — te fees, under the Credit Agreement, is $13,138,008. On May 17, 2024, iBio CDMO, the Compa
• $0.0001 — le at a nominal exercise price equal to $0.0001 per share for 1,560,570 shares of the C
• $4,499,124.88 — Company's common stock which equals the $4,499,124.88 Indebtedness Deficiency Amount divided
• $2.883 — debtedness Deficiency Amount divided by $2.883 (the greater of the book value or the m

Filing Documents

• ibio-20240514x8k.htm (8-K) — 45KB
• ibio-20240514xex4d1.htm (EX-4.1) — 113KB
• ibio-20240514xex10d1.htm (EX-10.1) — 316KB
• ibio-20240514xex10d2.htm (EX-10.2) — 518KB
• ibio-20240514xex10d3.htm (EX-10.3) — 50KB
• 0001420720-24-000023.txt ( ) — 1337KB
• ibio-20240514.xsd (EX-101.SCH) — 4KB
• ibio-20240514_def.xml (EX-101.DEF) — 3KB
• ibio-20240514_lab.xml (EX-101.LAB) — 14KB
• ibio-20240514_pre.xml (EX-101.PRE) — 10KB
• ibio-20240514x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Purchase and Sale Agreement On May 17, 2024, iBio CDMO LLC ("iBio CDMO"), a subsidiary of iBio, Inc. (the "Company"), entered into a purchase and sale agreement, dated as of May 17, 2024 (the "Purchase and Sale Agreement") with The Board of Regents of the Texas A&M University System ("The Board of Regents") pursuant to which iBio CDMO agreed to terminate the Ground Lease Agreement with The Board of Regents, dated March 8, 2010, as amended by an Estoppel Certificate and Amendment to Ground Lease Agreement, dated as of December 22, 2015 (collectively, the "Ground Lease"), related to 21.401 acres in Brazos County, Texas (the "Land") and to sell to The Board of Regents: (i) the buildings, parking areas, improvements, and fixtures situated on the Land (the "Improvements"); (iii) all iBio CDMO's right, title, and interest in and to furniture, personal property, machinery, apparatus, and equipment owned and currently used in the operation, repair and maintenance of the Land and Improvements and situated thereon (collectively, the "Personal Property"); (iii) all iBio CDMO's rights under the contracts and agreements relating to the operation or maintenance of the Land, Improvements or Personal Property which extend beyond the closing date (the "Contracts"); and (iv) all iBio CDMO's rights in intangible assets of any nature relating to any or all of the Land, the Improvements and the Personal Property (the "Intangibles"; and together with the Ground Lease, Improvements and Personal Property, collectively, the "Property"). The Purchase and Sale Agreement provides that the Property will be sold to The Board of Regents for a purchase price of $8,500,000 (the "Purchase Price"). The closing of the sale of the Property is to occur, with time being of the essence, no later than May 31, 2024, or such other date as mutually agreed. The Purchase and Sale Agreement further provides that The Board of Regents will also be afforded a

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 the Pre-Funded Warrants and the shares of common stock issuable upon exercise of the Pre-Funded Warrants is incorporated herein by reference. Neither the issuance of the Pre-Funded Warrants nor the shares of common stock issuable upon exercise of the Pre-Funded 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 Pre-Funded Warrants and shares of common stock issuable upon the exercise of the Pre-Funded Warrants 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 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 4.1 Form of Pre-Funded Warrant 10.1 Purchase and Sale Agreement, dated as of May 17, 2024, by and between iBio CDMO LLC and The Board of Regents of the Texas A&M University System 10.2 Settlement Agreement and Mutual Release, dated May 17, 2024, by and among Woodforest National Bank, iBio CDMO LLC and the Company 10.3 Tenth Amendment to Credit Agreement dated May 14, 2024, between iBio CDMO LLC and Woodforest National Bank 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) The Company has omitted certain portions of the Purchase and Sale 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IBIO, INC. Date: March 20, 2024 By: /s/ Marc A. Banjak Name: Marc A. Banjak Title: General Counsel and Corporate Secretary