Amended Current Report Filing (8-k/a)
March 19 2020 - 04:03PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 19, 2020 (March 11, 2020)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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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
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Ticker symbol(s)
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Name of each exchange on which registered
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Common Stock
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IBIO
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NYSE American
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The purpose of this Amendment No. 1 to
the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on March 13, 2020 (the “Original
Report”), is to file as Exhibit 10.1 hereto, the Master Joint Development Agreement (“MJDA”), dated as of August
8, 2018, between iBio, Inc. (the “Company”) and Beijing CC-Pharming Ltd. (“BCCP”) to disclose certain information
that was previously omitted from the copy of the MJDA filed with the Original Report in reliance on paragraph (b)(10)(iv) of Item
6.01 of Regulation S-K.
As disclosed in the Original Report, pursuant
to the MJDA, the Company and BCCP established a strategic commercial relationship for the joint development of products and manufacturing
facilities for the Chinese biopharmaceutical market, utilizing iBio’s technology. The Company’s relationship with BCCP
initially focused on the development of an oncology biosimilar or bio-better drug and license and transfer of the Company’s
proprietary technology for drug development and manufacture to BCCP for use only in China. The MJDA provides BCCP with a nonexclusive,
non- assignable, non-sublicensable, limited license to use iBio technology in order to manufacture, process, prepare, and obtain
regulatory approval for the development and production of biopharmaceuticals products based on iBio’s proprietary and patented
plant-based protein production technology and know-how. The non-exclusive license granted under the MJDA extends only to China.
The aggregate service fees payable to the Company for the first phase of services to be provided by the Company relating to the
Company’s proposal for the development of a Plant-Made Rituximab and in consideration for providing the technology transfer
contemplated in the MDJA is approximately $4.7 million. Such amount was previously omitted from the version of the MJDA filed with
the Original Report. Although the Company has determined to disclose such information, other information which is not material
and would likely cause competitive harm to the Company if publicly disclosed, has been omitted from Exhibit 10.1 filed herewith.
The foregoing description of the terms of the MJDA does not
purport to be complete and is subject to, and qualified in its entirety by reference to, the MJDA, which is filed herewith as Exhibit
10.1 and incorporated herein by reference.
* Portions of this exhibit, which are not material and would
likely cause competitive harm to the Company if publicly disclosed, have been omitted. Omitted information is indicated by brackets
in the exhibit.
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.
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IBIO INC.
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Date: March 19, 2020
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By:
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/s/ Thomas F. Isett
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Name:
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Thomas F. Isett
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Title:
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Chief Executive Officer and
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Executive Co-Chairman
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