IBIO iBio Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): November 21, 2024

 

iBio, Inc.

(Exact name of registrant as specified in charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-35023	26-2797813
(Commission File Number)	(IRS Employer Identification No.)

 

11750 Sorrento Valley Road, Suite 200

San Diego, California 92121

(Address of principal executive offices and zip code)

 

(979) 446-0027

(Registrant’s telephone number including area code)

 

N/A

(Former Name and Former Address)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	IBIO	NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 2.02.

Results of Operations and Financial Condition.

 

On November 25, 2024, iBio, Inc. (the “Company”) issued a press release announcing the appointment of two new independent directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 2.02 and in the press release attached 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. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On November 21, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on three (3) proposals and cast their votes as described below. A total of 5,599,939 shares were represented in person or by proxy, which represented a quorum. The matters below are described in detail in the Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on October 10, 2024.

 

Proposal 1

 

The following three (3) nominees named as Class I directors of the Company’s Board of Directors, each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, were elected with the following votes:

 

Name of Director		Votes For		Withheld		Broker Non-Votes
1. David Arkowitz		2,019,771		28,491		3,551,677
2. António Parada		2,019,902		28,360		3,551,677
3. Evert Schimmelpennink		1,942,245		106,017		3,551,677

 

Proposal 2

 

The stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending June 30, 2025 based on the votes set forth below:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,310,241		40,764		248,934		0

 

Proposal 3

 

The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“say-on-pay”), as disclosed in the Definitive Proxy Statement. The results of the voting for this approved proposal were as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,853,164		181,495		13,603		3,551,677

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)      Exhibits.

 

The following exhibit is furnished with this Current Report on Form 8-K.

 

Exhibit Number		Exhibit Description
99.1		Press Release, issued by iBio, Inc. dated November 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

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.

 

Date: November 25, 2024	IBIO, INC.
	By:	/s/ Marc A. Banjak
		Name: Marc A. Banjak
		Title: Chief Legal Officer and Corporate Secretary

 

 

 

Exhibit 99.1

 

iBio Strengthens Board with Appointment of Two New Independent Directors

 

SAN DIEGO, Nov. 25, 2024 (GLOBE NEWSWIRE) -- iBio, Inc. (NYSEA:IBIO), an AI-driven innovator of precision antibody immunotherapies, announced today the appointment of biotech industry veterans David Arkowitz and António Parada to its Board of Directors adding key experience in finance, leadership and antibody discovery.

 

“These appointments expand and strengthen our board to align with iBio’s vision of becoming a next-generation antibody discovery and development company with a robust clinical pipeline of therapeutic antibodies for cardiometabolic diseases and oncology. As a seasoned CFO, David brings extensive financial experience and industry relationships that will benefit iBio as we expand our investor base. Antonio’s deep knowledge of antibody discovery and development will help shape our strategy as we work to move from preclinical development into the clinic,” said iBio CEO and Chief Scientific Officer Martin Brenner, Ph.D., DVM. “We are honored to welcome these high-caliber executives to our board and look forward to working with them. I’d also like to thank General Tom Hill, whose leadership and guidance has been invaluable to iBio over the last sixteen years.”

 

David Arkowitz brings extensive financial and operational experience to the Board. He is currently Chief Financial Officer at Alkeus Pharmaceuticals, a private company developing therapies for serious diseases of the eye with high unmet need. Previously, he served as CFO and head of business development of Seres Therapeutics, Inc., CFO of Flexion Therapeutics, Inc., which was acquired by Pacira Biosciences, and Chief Operating Officer and CFO of Visterra, Inc., which was acquired by Otsuka Pharmaceutical Co., where he led finance, business development, corporate planning, and other functions. Mr. Arkowitz currently serves on the board of directors of Kineta, in addition to holding past board member and audit committee chair roles at a number of biotech and life sciences companies.

 

Antonio Parada is an accomplished leader in antibody drug discovery with a successful track record in fundraising and management. He is the Founder and CEO of FairJourney Biologics, a privately held and leading antibody discovery contract research organization. Prior to FairJourney, Mr. Parada was the general manager of Instituto de Biologia Molecular e Celular (IBMC) in Portugal, manager of the Clinical Trial Unit of IPO Porto – Cancer Hospital in Portugal, and site manager of Ablynx’s “Centre of Excellence in Phage Display,” a subsidiary of Sanofi S.A. (Portugal).

 

Mr. Parada commented, “I understand the challenges with developing next-generation antibodies and am impressed with the potential of iBio’s technology to overcome these challenges. I look forward to my work on the board and collaborating with the iBio team.” Mr. Arkowitz added, “I’m thrilled to be joining iBio’s board and am excited by the prospects of its drug discovery platform to identify undruggable targets. The combination of machine learning and advanced biological techniques that iBio has built into its drug discovery platform has the potential to address some of the greatest challenges in antibody discovery.”

 

###

 

 

About iBio, Inc.

 

iBio is an AI-driven innovator that develops next-generation biopharmaceuticals using computational biology and 3D-modeling of subdominant and conformational epitopes, prospectively enabling the discovery of new antibody treatments for hard-to-target cancers, and other diseases. iBio’s mission is to decrease drug failures, shorten drug development timelines, and open up new frontiers against the most promising targets. For more information, visit www.ibioinc.com.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding driving the Company’s growth and advancing its pipeline of therapeutic antibody candidates for cardiometabolic diseases and oncology, becoming a next-generation antibody discovery and development company with a robust clinical pipeline of therapeutic antibodies for cardiometabolic diseases and oncology, the expected contribution of Mr. Arkowitz and Mr. Parada, moving from preclinical development into the clinic, the potential of the Company’s technology to overcome the challenges with developing next-generation antibodies, using the Company’s drug discovery platform to identify undruggable targets and the combination of machine learning and advanced biological techniques into the Company’s drug discovery platform having the potential to overcome some of the greatest challenges in antibody discovery. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to execute its growth strategy and advance its pipeline of therapeutic antibody candidates for cardiometabolic diseases and oncology; the ability of Mr. Arkowitz and Mr. Parada contribute to the Company as expected, the Company’s ability to obtain regulatory approvals for commercialization of its product candidates, or to comply with ongoing regulatory requirements; regulatory limitations relating to the Company’s ability to promote or commercialize its product candidates for specific indications; acceptance of the Company’s product candidates in the marketplace and the successful development, marketing or sale of products; and whether the Company will incur unforeseen expenses or liabilities or other market factors; and the other factors discussed in the Company’s filings with the SEC including the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 and the Company’s subsequent filings with the SEC on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

 

 

Contact:

 

iBio, Inc.

Investor Relations

ir@ibioinc.com

 

Susan Thomas

iBio, Inc.

Media Relations

susan.thomas@ibioinc.com

 

 

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Cover	Nov. 21, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Nov. 21, 2024
Entity File Number	001-35023
Entity Registrant Name	iBio, Inc.
Entity Central Index Key	0001420720
Entity Tax Identification Number	26-2797813
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11750 Sorrento Valley Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	979
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	IBIO
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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