Current Report Filing (8-k)
October 30 2019 - 6:10AM
Edgar (US Regulatory)
U.S. 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):
October 29, 2019 (October 29, 2019)
iBio, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or jurisdiction of incorporation
or organization)
001-35023
(Commission File Number)
26-2797813
(I.R.S. Employer Identification Number)
600 Madison Avenue, Suite 1601, New York,
NY 10022-1737
(Address of principal executive offices
(Zip Code)
Registrant's telephone number: (302) 355-0650
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
¨
|
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17CFR 240.13e-4(c))
|
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).
If an emerging growth company, indicate by check mark 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.
¨
Emerging growth company
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Ticker symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock
|
|
IBIO
|
|
NYSE American
|
|
Item 1.01
|
Entry into a Material Definitive Agreement
|
On October 29, 2019, iBio, Inc., a Delaware
corporation (the “Company”), closed its previously announced public offering (the “Offering”) of (i) 2,450,000
shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
(ii) 4,510 shares (the “Series C Preferred Shares”) of the Company’s newly designated Series C Convertible Preferred
Stock, $0.001 par value per share (the “Series C Preferred Stock”), (iii) 25,000,000 Series A warrants (the “Series
A Warrants”) to purchase shares of the Company’s Common Stock and (iv) 25,000,000 Series B warrants (the “Series
B Warrants”) to purchase shares of the Company’s Common Stock.
Each Share of Common Stock was sold together
with two warrants, one Series A Warrant with an expiry date on the second anniversary of the original issuance date to purchase
one share of Common Stock and one Series B Warrant with an expiry date on the seventh anniversary of the original issuance date,
to purchase one share of Common Stock. In addition, each of Series C Preferred Share was sold together with Series A Warrants to
purchase one share of Common Stock for each share of Common Stock issuable upon conversion of the Series C Preferred Share and
Series B Warrants to purchase one share of Common Stock for each share of Common Stock issuable upon conversion of the Series C
Preferred Share (the Series A Warrants and Series B Warrants are referred to in this Current Report on Form 8-K as “Warrants”).
Each Share of Common Stock and accompanying
Warrants was sold at a combined public offering price of $0.20 and each Series C Preferred Share and accompanying Warrants was
sold at a combined public offering price of $1,000.
The Shares, Series C Preferred Shares and
Warrants were issued pursuant to an underwriting agreement, dated October 25, 2019, entered into between the Company and A.G.P./Alliance
Global Partners, as the sole underwriter, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and incorporated
herein by reference.
The net proceeds to the Company from the
sale of the Shares, Series C Preferred Shares, and Warrants was approximately $4.52 million, after deducting underwriting discounts
and commissions and other offering expenses payable by the Company.
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
|
On October 28, 2019, the Company filed
with the Secretary of State of the State of Delaware a certificate of designation of preferences, rights and limitations of the
Series C Preferred Stock (the “Series C Certificate of Designation”), establishing the rights, preferences, privileges,
qualifications, restrictions, and limitations relating to its Series C Preferred Stock. The Series C Certificate of Designation
became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Series C Certificate of Designation
is included in Exhibits 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
Item 9.01
|
Financial Statements
and Exhibits.
|
*Filed herewith.
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: October 29, 2019
|
By:
|
/s/ Robert B. Kay
|
|
|
|
Robert B. Kay
|
|
|
|
Executive Chairman and CEO
|
|
|
|
|
|
iBio (AMEX:IBIO)
Historical Stock Chart
From Aug 2024 to Sep 2024
iBio (AMEX:IBIO)
Historical Stock Chart
From Sep 2023 to Sep 2024