As filed with the Securities and Exchange
Commission on November 25, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IBIO, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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26-2797813
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
(Address, Including
Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Thomas F. Isett
Chairman and Chief Executive Officer
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
with copies to:
Leslie Marlow, Esq.
Hank Gracin, Esq.
Patrick J. Egan, Esq.
Gracin & Marlow, LLP
The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174
(212) 907-6457
Approximate date of commencement of proposed sale to the
public: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered (1)
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Amount
to Be
Registered
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee (1)
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Common Stock, par value $0.001 per share
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(2)
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(3)
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(3)
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—
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Preferred Stock, par value $0.001 per share
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(2)
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(3)
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(3)
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—
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Debt Securities
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(2)
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(3)
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(3)
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—
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Warrants
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(2)
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(3)
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(3)
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—
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Units
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(2)
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(3)
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(3)
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—
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Total
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(2)
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$
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200,000,000
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$
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21,820
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(1)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.
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(2)
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There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, and such indeterminate number of warrants to purchase common stock, preferred stock and/or debt securities as may be sold by iBio, Inc., a Delaware corporation, or the Registrant, from time to time, which together shall have an aggregate initial offering price not to exceed $200,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $200,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The proposed maximum offering price of the securities will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(3)
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The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This registration
statement contains:
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a base prospectus, which covers the offering, issuance and sales by us of up to $200,000,000 in
the aggregate of the securities identified above from time to time in one or more offerings; and
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a sales agreement prospectus covering the offer, issuance and sale by us of up to a maximum aggregate
offering price of up to $100,000,000 of our common stock that may be issued and sold from time to time under sales agreement, or
sales agreement, with Cantor Fitzgerald & Co., or Cantor Fitzgerald, the sales agent.
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The base prospectus
immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will
be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus.
The $100,000,000 of common stock that may be offered, issued and sold under the sales agreement prospectus is included in the $200,000,000
of securities that may be offered, issued and sold by us under the base prospectus. Upon termination of the sales agreement, any
portion of the $100,000,000 included in the sales agreement prospectus that is not sold pursuant to the sales agreement will be
available for sale in other offerings pursuant to the base prospectus, and if no shares are sold under the equity distribution
agreement, the full $100,000,000 of securities may be sold in other offerings pursuant to the base prospectus.
The information contained
in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated
November 25, 2020
PROSPECTUS
$200,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may, from time to
time, offer and sell up to $200,000,000 of any combination of our common stock, preferred stock, debt securities or warrants or
units comprised of any of the foregoing securities described in this prospectus, either individually or in combination with other
securities, at prices and on terms described in one or more supplements to this prospectus. We may also offer common stock or preferred
stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or
debt securities upon the exercise of warrants. We may also authorize one or more free writing prospectuses to be provided to you
in connection with these offerings.
This prospectus describes
some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings
and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be
provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also
add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus
supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the
securities being offered.
Securities may be sold
by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus
and in the applicable prospectus supplement. If any underwriters are involved in the sale of any securities with respect to which
this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect
to receive from such sale will also be set forth in a prospectus supplement.
Our common stock is
listed on the NYSE American LLC, or the NYSE American, under the symbol “IBIO.” On November 24, 2020, the last reported
sales price of our common stock on the NYSE American was $1.47 per share.
Investing in our
securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” contained in
this prospectus and any applicable prospectus supplement and under similar sections in the other documents that are incorporated
by reference into this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
, 2020.
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is
part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total
dollar amount of $200,000,000 of common stock and preferred stock, various series of debt securities and/or warrants to purchase
any of such securities, either individually or in combination with other securities as described in this prospectus, including
units comprised of any combination of the foregoing securities. Each time we sell any type or series of securities under this prospectus,
we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also
authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
We may also add, update or change in a prospectus supplement or free writing prospectus any of the information contained in this
prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable
prospectus supplement, any related free writing prospectus and the documents incorporated by reference into this prospectus and
the applicable prospectus supplement, will include all material information relating to the applicable offering. You should carefully
read both this prospectus and the applicable prospectus supplement and the documents incorporated by reference into this prospectus
and any related free writing prospectus, together with the additional information described under “Where You Can Find More
Information” and “Incorporation of Certain Information By Reference,” before buying any of the securities being
offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
Neither we, nor any
agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared
by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related
free writing prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor does this prospectus, any applicable supplement to this prospectus or any related
free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume
that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents
for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents
referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement
of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find More Information.”
Except as otherwise
indicated herein or as the context otherwise requires, references in this prospectus to “iBio,” “the company,”
“we,” “us,” “our” and similar references refer to iBio, Inc., an entity incorporated under
the laws of the State of Delaware, and where appropriate our consolidated subsidiaries.
This prospectus and
the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies.
All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus
supplement or any related free writing prospectus are the property of their respective owners.
PROSPECTUS SUMMARY
This summary highlights
certain information about us, this offering and selected information contained in the prospectus. This summary is not complete
and does not contain all of the information that you should consider before deciding whether to invest in our common stock and/or
warrants. For a more complete understanding of our company and this offering, we encourage you to read and consider the more detailed
information in the prospectus, including “Risk Factors” and the financial statements and related notes. Unless we specify
otherwise, all references in this prospectus to “iBio,” “we,” “our,” “us” and “our
company” refer to iBio Inc., a Delaware corporation.
Business Overview
We are a biotechnology
company and biologics contract development and manufacturing organization (“CDMO”). We apply our licensed and owned
technologies to develop novel products to fight fibrotic diseases, cancers, and infectious diseases. We use our FastPharming® Development
and Manufacturing System (the “FastPharming System”) to increase “speed-to-clinic” for new candidates.
We are also using the FastPharming System to create proteins and bioinks for research and further manufacturing
uses in a variety of R&D applications, including 3D-bioprinting. In addition, we make the FastPharming System
available to clients on a fee-for-service basis for the rapid, scalable, eco-friendly production of high-quality proteins.
During the quarter
ended September 30, 2020, we operated in two segments: (i) our CDMO segment, operated via our subsidiary iBio CDMO LLC, a Delaware
limited liability company (“iBio CDMO”), and (ii) our biologics development and licensing activities, conducted within
iBio, Inc. In the past, our primary focus was the CDMO business, pursuant to which iBio CDMO provided manufacturing services to
collaborators and third-party customers as well as used for development of our own product candidates. However, during the second
half of 2020 and subsequent to year end, we shifted our primary focus to our biologics development programs, including new vaccines
and therapeutics.
Our current platforms
and programs include: (i) CDMO services using our licensed and owned FastPharming System and GlycaneeringTM Services;
(ii) the development of therapeutics, for which we intend to conduct preclinical and clinical trials; (iii) the development of
vaccines, for which we intend to conduct preclinical and clinical trials, and (iv) the production of proteins for research and
further manufacturing use in 3D-bioprinting and other applications. We are developing a portfolio of technologies, products, and
services driven by the following platforms and programs, which we intend to use individually, and in combination:
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Process development and manufacturing of protein products in hydroponically-grown, transiently-transfected
plants, (typically Nicotiana benthamiana, a relative of the tobacco plant) via utilization of our proprietary
expression technologies, GlycaneeringTM Services, and production know-how (the FastPharming System)
deployed in our 130,000 square-foot manufacturing facility in Bryan, Texas.
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“Factory Solutions” for the clients who seek to insource biologics manufacturing using
the FastPharming System and instead of outsourcing production to iBio CDMO.
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Treatments for fibrotic diseases, including a fusion of the endostatin-derived E4 antifibrotic
peptide to the hinge and heavy chain of human IgG1 (“IBIO-100”, formerly described as “CFB-03”) for systemic
scleroderma (for which we have received orphan drug designation), idiopathic pulmonary fibrosis, and related conditions.
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An ACE2-Fc fusion protein as a treatment for COVID-19 and, prospectively, other diseases emanating
from the Coronaviridae family, in-licensed from Planet Biotechnology, Inc.
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A novel virus-like particle antigen being designed for use in a vaccine candidate targeting the
SARS-CoV-2 virus (“IBIO-200”).
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The lichenase (“LicKMTM”)-subunit vaccine for COVID-19 (“IBIO-201”).
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An E2 antigen, in combination with a selected adjuvant, for vaccination of pigs against classical
swine fever (“IBIO-400”).
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Research & Bioprocess Products
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Protein scaffolds for use as bioinks in the development of 3D-bioprinted tissues and organs.
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Cytokines and growth factors for cell culture applications.
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Biomaterials for a range of life science research, development, and bioprocessing applications.
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Corporate Information
We are a Delaware corporation.
Our principal executive/administrative offices are located at 8800 HSC Parkway, Bryan, Texas 77807-1107, and our telephone number
is (979) 446-0027. Our website address is http://www.ibioinc.com. We make available
free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably
practicable after we electronically file such material with, or furnish such material to, the SEC. Information on or
accessed through our website is not incorporated into this prospectus or the accompanying base prospectus and is not a part of
this prospectus or the accompanying base prospectus. Our common stock is listed on the NYSE American under the symbol “IBIO.”
Risks Associated with our Business
Our business is subject
to numerous risks, as described under the heading “Risk Factors” contained in the applicable prospectus supplement
and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings
in the documents that are incorporated by reference into this prospectus.
The Securities We May Offer
We may offer shares
of our common stock, preferred stock, various series of debt securities and/or warrants to purchase any of such securities either
individually or in combination with other securities including units comprised of the foregoing, with a total value of up to $200,000,000
from time to time under this prospectus at prices and on terms to be determined at the time of any offering. This prospectus provides
you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus,
we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities,
including, to the extent applicable:
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designation or classification;
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aggregate principal amount or aggregate offering
price;
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original issue discount;
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rates and times of payment of interest or dividends;
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redemption, conversion, exercise, exchange or sinking
fund terms;
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voting or other rights;
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conversion or exchange prices or rates and, if applicable,
any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property
receivable upon conversion or exchange; and
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a discussion of material
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The prospectus supplement
and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information
contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing
prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the
registration statement of which this prospectus is a part.
We may sell the securities
directly to investors or to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the
right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters
or dealers, we will include in the applicable prospectus supplement:
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the names of those agents, underwriters
or dealers;
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applicable fees, discounts and commissions
to be paid to them;
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details regarding over-allotment options,
if any; and
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the net proceeds to us.
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This prospectus may not be used to consummate
a sale of securities unless it is accompanied by a prospectus supplement.
Common Stock
We may issue shares
of our common stock from time to time. Each holder of our common stock is entitled to one vote for each share on all matters submitted
to a vote of the stockholders, including the election of directors. Under our certificate of incorporation, as amended, or certificate
of incorporation, and first amended and restated bylaws, or bylaws, our stockholders do not have cumulative voting rights. Because
of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of
the directors standing for election, if they should so choose. Subject to preferences that may be applicable to any then-outstanding
shares of preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared
from time to time by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding
up, holders of common stock are entitled to share ratably in the net assets legally available for distribution to stockholders
after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders
of any then-outstanding shares of preferred stock. Holders of common stock have no preemptive, conversion or subscription rights
and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of
the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series
of preferred stock that we may designate in the future.
Preferred Stock
We may issue shares
of our preferred stock from time to time, in one or more series. Our board of directors will determine the designations, voting
powers, preferences and rights of the preferred stock, as well as the qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund
terms and the number of shares constituting any series or the designation of any series. Convertible preferred stock will be convertible
into our common stock or exchangeable for other securities. Conversion may be mandatory or at the holder’s option and would
be at prescribed conversion rates.
If we sell any series
of preferred stock under this prospectus, we will fix the designations, voting powers, preferences and rights of such series of
preferred stock, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating
to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the
series of preferred stock that we are offering before the issuance of the related series of preferred stock. We urge you to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the
series of preferred stock being offered, as well as the complete certificate of designation establishing the terms of the applicable
series of preferred stock.
Debt Securities
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities
will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt,
to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable for our common stock or
other securities. Conversion may be mandatory or at your option and would be at prescribed conversion rates.
We may issue debt securities
under a note purchase agreement or under one or more documents called indentures, which are contracts between us and a national
banking association or other eligible party, as trustee. Unless otherwise specified in a prospectus supplement, any debt securities
issued under this prospectus will be issued under an indenture that we will enter into with the trustee named in the indenture.
In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the applicable
prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt
securities being offered, as well as the complete indentures that contain the terms of the debt securities. A form of indenture
has been filed as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and
forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration
statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants
We may issue warrants
for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently
or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these
securities. In this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the
applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series
of warrants being offered, as well as any warrant agreements and warrant certificates that contain the terms of the warrants. We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain
the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants.
Any warrants issued
under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant agreement
that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus
supplement relating to the particular series of warrants being offered.
Units
We may issue units
comprised of shares of common stock, shares of preferred stock, debt securities and/or warrants in any combination. We may issue
units in such amounts and in as many distinct series as we wish.
Any units issued under
this prospectus may be evidenced by unit certificates. Units also may be issued under one or more applicable unit agreements to
be entered into between us and a bank or other financial institution, as unit agent. We urge you to read any prospectus supplement
related to any series of units we may offer, as well as any applicable unit agreement and/or unit certificate that contain the
terms of the units. If we issue units, the applicable forms of unit agreements and/or unit certificates relating to such units
(if any) will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by
reference from reports that we file with the SEC.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and
uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any
related free writing prospectus, and discussed under the section entitled “Risk Factors” contained in our most recent
Annual Report on Form 10-K, as may be updated by subsequent annual, quarterly and other reports that are incorporated by reference
into this prospectus in their entirety. The risks described in these documents are not the only ones we face, but those that we
consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors
that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of
future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these
risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could
cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read
carefully the section below entitled “Forward-Looking Statements.”
FORWARD-LOOKING
STATEMENTS
This prospectus and
the documents incorporated herein by reference contain forward-looking statements that involve risks and uncertainties. These forward-looking
statements are not historical facts but rather are plans and predictions based on current expectations, estimates and projections
about our industry, our beliefs and assumptions. Discussions containing these forward-looking statements may be found, among other
places, in the Sections entitled “Prospectus Summary—Business Overview,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent
Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
We use words such as
“anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,”
“estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements
are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond
our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in
the forward-looking statements. These risks and uncertainties include those described in the section above entitled “Risk
Factors.” You should not place undue reliance on these forward-looking statements, which reflect our view only as of the
date of this prospectus.
Except as required
by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements
to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the
future.
USE
OF PROCEEDS
We cannot guarantee
that we will receive any proceeds in connection with this offering because we may be unable or choose not to issue and sell any
securities covered by this prospectus.
Unless otherwise provided
in a supplement or amendment to this prospectus, we intend to use any net proceeds from this offering, together with other available
funds, for operating costs, including working capital needs and for other general corporate purposes including acquisitions and
investments in other businesses.
We have not specifically
identified the precise amounts we will spend on each of these areas or the timing of these expenditures. The amounts actually
expended for each purpose may vary significantly depending upon numerous factors, including the amount and timing of the proceeds
from this offering and our operating expenses. In addition, expenditures may also depend on the establishment of new collaborative
arrangements with other companies, the availability of other financing, and other factors.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities
in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer
to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary
maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities.
We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their
own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities
in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by
one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other
financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are
referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in
whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name
of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the holder
of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to
do so under the terms of the securities.
As a result, investors
in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through
a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street Name Holders
We may terminate a
global security or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities
in their own names or in “street name.” Securities held by an investor in street name would be registered in the name
of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest
in those securities through an account he or she maintains at that institution.
For securities held
in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial
institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary
will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as
well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of
the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by
any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice
because we are issuing the securities only in global form.
For example, once we
make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder
is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not
do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of
a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event,
we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the legal holders
contact the indirect holders is up to the legal holders.
Special Considerations for Indirect Holders
If you hold securities
through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one
or more global securities or in street name, you should check with your own institution to find out:
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how it handles securities payments and
notices;
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whether it imposes fees or charges;
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how it would handle a request for the
holders’ consent, if ever required;
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whether and how you can instruct it to
send you securities registered in your own name so you can be a holder, if that is permitted in the future;
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how it would exercise rights under the
securities if there were a default or other event triggering the need for holders to act to protect their interests; and
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if the securities are in book-entry form,
how the depositary’s rules and procedures will affect these matters.
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Global Securities
A global security is
a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented
by the same global securities will have the same terms.
Each security issued
in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as
DTC, will be the depositary for all securities issued in book-entry form.
A global security may
not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under “—Special Situations When a Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner
and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution
that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented
by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global
security.
If the prospectus supplement
for a particular security indicates that the security will be issued as a global security, then the security will be represented
by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing
system.
Special Considerations for Global Securities
As an indirect holder,
an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder
as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are issued
only as global securities, an investor should be aware of the following:
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an investor cannot cause the securities
to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except
in the special situations we describe below;
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an investor will be an indirect holder
and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating
to the securities, as we describe above;
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an investor may not be able to
sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities
in non-book-entry form;
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an investor may not be able to pledge
his or her interest in the global security in circumstances where certificates representing the securities must be delivered to
the lender or other beneficiary of the pledge in order for the pledge to be effective;
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the depositary’s policies, which
may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest
in the global security;
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we and any applicable trustee have no
responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security,
nor will we or any applicable trustee supervise the depositary in any way;
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the depositary may, and we understand
that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately
available funds, and your broker or bank may require you to do so as well; and
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financial institutions that participate
in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also
have their own policies affecting payments, notices and other matters relating to the securities.
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There may be more
than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions
of any of those intermediaries.
Special Situations When a Global Security
Will Be Terminated
In a few special situations
described below, a global security will terminate and interests in it will be exchanged for physical certificates representing
those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor.
Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own
names, so that they will be direct holders. We have described the rights of holders and street name investors above.
A global security will
terminate when the following special situations occur:
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if the depositary notifies us that it
is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution
to act as depositary within 90 days;
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if we notify any applicable trustee that
we wish to terminate that global security; or
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if an event of default has occurred with
regard to securities represented by that global security and has not been cured or waived.
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The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series
of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable
trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
The securities being
offered may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related
to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be
effected at various times in one or more of the following transactions, or in other kinds of transactions:
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through underwriters for resale to the public or investors;
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transactions on NYSE American or on
any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our
common stock may be listed or quoted at the time of sale;
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in the over-the-counter market;
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in private transactions and transactions otherwise than on these exchanges or systems;
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in “at the market
offerings”, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, to
or through a market maker or into an existing trading market, on an exchange or otherwise;
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in connection with short sales of the shares;
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by pledge to secure debt and other obligations;
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through the writing of options, whether the options are listed on an options exchange or otherwise;
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in connection with the writing of
non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or
over-the-counter options;
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through a combination of any of the above transactions; or
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any other method permitted by law.
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We may sell our securities
directly to one or more purchasers, or to or through underwriters, dealers or agents or through a combination of those methods.
The related prospectus supplement will set forth the terms of each offering, including:
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the name or names of any agents, dealers, underwriters or investors who purchase the securities;
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the purchase price of the securities being offered and the proceeds we will receive from the sale;
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the amount of any compensation, discounts commissions or fees to be received by the underwriters, dealer or agents;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any securities exchanges on which such securities may be listed;
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the terms of any indemnification
provisions, including indemnification from liabilities under the federal securities laws; and
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the nature of any transaction by an
underwriter, dealer or agent during the offering that is intended to stabilize or maintain the market price of the
securities.
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In addition, any securities
covered by this prospectus that qualify for sale pursuant to Regulation S may be sold pursuant to Regulation S rather than pursuant
to this prospectus.
Only underwriters named
in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are
used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one
or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered
by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers
may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus
supplement, naming the underwriter, the nature of any such relationship.
We may sell securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities,
and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states
otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents
or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these
contracts in the prospectus supplement.
We may provide agents
and underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents
and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we offer,
other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a
market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may
engage in overallotment, stabilizing transactions, short covering transactions and penalty bids. Overallotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities
in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering
transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise
be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any
exchange or over-the-counter market or otherwise.
In connection with
the sale of our securities, underwriters may receive compensation from us or from purchasers of our securities in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed
to be underwriters. Discounts or commissions they receive and any profit on their resale of our securities may be considered underwriting
discounts and commissions under the Securities Act.
We may agree to indemnify
underwriters, dealers and agents who participate in the distribution of our securities against various liabilities, including liabilities
under the Securities Act. We may also agree to contribute to payments that the underwriters, dealers or agents may be required
to make in respect of these liabilities. We may authorize dealers or other persons who act as our agents to solicit offers by various
institutions to purchase our securities from us under contracts that provide for payment and delivery on a future date. We may
enter into these contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and others. If we enter into these agreements concerning any series of our securities, we will indicate
that in the prospectus supplement or amendment.
In connection with
an offering of our securities, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of
our securities. Specifically, underwriters may over-allot in connection with the offering, creating a syndicate short position
in our securities for their own account. In addition, underwriters may bid for, and purchase, our securities in the open market
to cover short positions or to stabilize the price of our securities. Any underwriters who are qualified market makers may engage
in passive market making transactions in the securities in accordance with Rule 103 of Regulation M, during the business day prior
to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply
with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker
must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered
below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase
limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued at any time. Finally, underwriters may reclaim selling concessions
allowed for distributing our securities in the offering if the underwriters repurchase previously distributed securities in transactions
to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market
price of our securities above independent market levels. Underwriters are not required to engage in any of these activities and
may end any of these activities at any time. Agents and underwriters may engage in transactions with, or perform services for,
us and our affiliates in the ordinary course of business.
DESCRIPTION
OF SECURITIES WE MAY OFFER
The descriptions of
the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms
and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement the
particular terms of the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus supplement,
the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement
information, where applicable, about material United States federal income tax considerations relating to the securities and the
securities exchange, if any, on which the securities will be listed.
Description of Capital Stock
We are authorized to
issue 275,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001
per share. Provisions of our certificate of incorporation, our bylaws and provisions of applicable Delaware law may discourage,
delay or prevent a merger or other change in control that a stockholder may consider favorable. See below under “—Anti-Takeover
Effects of our Certificate of Incorporation, our Bylaws and Delaware Law.”
Common Stock
Authorized Shares
of Common Stock. We currently have authorized 275,000,000 shares of common stock.
Voting. The
holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are not
entitled to cumulative voting for the election of directors.
Dividends. Subject
to preferences that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive
dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation. In
the event of liquidation, dissolution or winding up of our company, the holders of our common stock are entitled to share ratably
in all assets remaining after payment of liabilities and the preferences of preferred stockholders.
Rights and Preferences.
The holders of our common stock have no preemptive, conversion or other subscription rights, and there are no redemption or sinking
fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject
to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that is currently
outstanding or that we may designate and issue in the future (including the iBio CMO Preferred Tracking Stock).
Fully Paid and Nonassessable. All
of our issued and outstanding shares of common stock are fully paid and nonassessable.
Preferred Stock
Our board of directors
is authorized to issue up to 1,000,000 shares of preferred stock in one or more series without stockholder approval. Our board
of directors may determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion
rights, redemption privileges and liquidation preferences, of each series of preferred stock.
The following summary
of terms of our preferred stock is not complete. You should refer to the provisions of our certificate of incorporation and bylaws
and the resolutions containing the terms of each class or series of preferred stock which have been or will be filed with the SEC
at or prior to the time of issuance of such class or series of preferred stock and described in the applicable prospectus supplement.
The applicable prospectus supplement may also state that any of the terms set forth herein are inapplicable to such series of preferred
stock, provided that the information set forth in such prospectus supplement does not constitute material changes to the information
herein such that it alters the nature of the offering or the securities offered. The purpose of authorizing our Board to issue
preferred stock in one or more series and determine the number of shares and the rights and preferences of such series is to eliminate
delays associated with a stockholder vote on specific issuances. Examples of rights and preferences that the Board may fix are:
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terms of redemption, and
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liquidation preferences.
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The issuance of preferred
stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make
it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding
voting stock. The rights of holders of our common stock described above, will be subject to, and may be adversely affected by,
the rights of any preferred stock that we may designate and issue in the future.
We will incorporate
by reference as an exhibit to the registration statement, which includes this prospectus, the form of any certificate of designation
that describes the terms of the series of preferred stock we are offering. This description and the applicable prospectus supplement
will include:
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the title and stated value;
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the number of shares authorized;
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the liquidation preference per share;
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the dividend rate, period and payment date, and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption or
repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be
convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion
period;
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whether the preferred stock will be
exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange
period;
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voting rights, if any, of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment, if any;
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whether interests in the preferred stock will be represented by depositary shares;
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a discussion of any material United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences
of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on issuance of any
class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights
and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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When we issue shares
of preferred stock under this prospectus, the shares will fully be paid and nonassessable and will not have, or be subject to,
any preemptive or similar rights.
Options
As of November 20,
2020, (i) options to purchase an aggregate of 3,485,815 shares of common stock were outstanding, (ii) restricted stock
units underlying 39,950 shares of common stock were outstanding under our equity incentive plans, and (iii) an additional
2,973,035 shares were reserved for future issuance under our 2018 Omnibus Equity Incentive Plan.
Potential Anti-Takeover Effects of our
Certificate of Incorporation, our Bylaws and Delaware Law
Certain provisions
set forth in our certificate of incorporation and our bylaws and in Delaware law, which are summarized below, may be deemed to
have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider
to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares
held by stockholders.
Pursuant to our certificate
of incorporation, our board of directors may issue additional shares of common stock or preferred stock. Any additional issuance
of common stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender
offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the then-current
market price for their shares, and thereby protect the continuity of our management. Specifically, if in the due exercise of its
fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, shares could
be issued by our board of directors without stockholder approval in one or more transactions that might prevent or render more
difficult or costly the completion of the takeover by:
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diluting the voting or other rights of
the proposed acquirer or insurgent stockholder group;
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putting a substantial voting block in
institutional or other hands that might undertake to support the incumbent board of directors; or
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effecting an acquisition that might complicate
or preclude the takeover.
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Our certificate of
incorporation also allows our board of directors to fix the number of directors in our bylaws. Cumulative voting in the election
of directors is not permitted by our certificate of incorporation. Not providing for cumulative voting may delay or prevent a tender
offer or takeover attempt that a stockholder may determine to be in his, her or its best interest, including attempts that might
result in a premium over the market price for the shares held by the stockholders.
In addition to the
foregoing, our certificate of incorporation and our bylaws contain the following provisions:
Staggered Board.
Our board of directors is divided into three classes of directors, Class I, II and III, with each class serving a term
ending at the third annual meeting following its election.
Nominations of
Directors and Proposals of Business. Our bylaws generally regulate nominations for election of directors by stockholders and
proposals of business at annual meetings. In general, Sections 1.10 and 1.11 of our bylaws requires stockholders intending to submit
nominations or proposals at an annual meeting of stockholders to provide the Company with advance notice thereof, including information
regarding the stockholder proposing the business as well as information regarding the nominee or the proposed business. Sections
1.10 and 1.11 of our bylaws provides a time period during which nominations or business must be provided to the Company that creates
a predictable window for the submission of such notices, eliminating the risk that the Company finds a meeting will be contested
after printing its proxy materials for an uncontested election and providing the Company with a reasonable opportunity to respond
to nominations and proposals by stockholders.
Board Vacancies.
Our bylaws generally provide that only the board of directors (and not the stockholders) may fill vacancies and newly created directorships.
Special Meeting
of Stockholders. Our bylaws generally provide that special meetings of stockholders for any purpose or purposes for which
meetings may be lawfully called, may be called at any time by our board of directors, the Chairman of the Board, the Chief Executive
Officer or by one or more stockholders holding shares in the aggregate entitled to cast not less than fifty percent (50%) of the
votes at that meeting. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose
or purposes stated in the notice of meeting.
While the foregoing
provisions of our certificate of incorporation, our bylaws and Delaware law may have an anti-takeover effect, these provisions
are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies
formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change
of control. In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The
provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have
the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations
in the market price of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have
the effect of preventing changes in our management.
Delaware Takeover Statute—Section 203
of the Delaware General Corporation Law
In
general, Section 203 of the Delaware General Corporation Law prohibits a Delaware corporation that is a public company from engaging
in any “business combination” (as defined below) with any “interested stockholder” (defined generally as
an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person
affiliated with such entity or person) for a period of three years following the date that such stockholder became an interested
stockholder, unless: (1) prior to such date, the board of directors of the corporation approved either the business combination
or the transaction that resulted in the stockholder becoming an interested stockholder; (2) on consummation of the transaction
that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which
employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered
in a tender or exchange offer; or (3) on or subsequent to such date, the business combination is approved by the board of directors
and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least
two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
Section
203 of the Delaware General Corporation Law defines “business combination” to include: (1) any merger or consolidation
involving the corporation and the interested stockholder; (2) any sale, lease, exchange, mortgage, transfer, pledge or other disposition
of ten percent or more of the assets of the corporation involving the interested stockholder; (3) subject to certain exceptions,
any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
(4) any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the
effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible
into the stock of any class or series, of the corporation or the applicable subsidiary beneficially owned by the interested stockholder;
or (5) the receipt by the interested stockholder, directly or indirectly, of the benefit of any loans, advances, guarantees, pledges
or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary.
We
have elected, through a provision in our certificate of incorporation, to not be subject to the provisions of Section 203 of the
Delaware General Corporation Law.
NYSE American Listing
Our common stock
is listed on the NYSE American under the symbol “IBIO.”
Transfer agent and registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. Continental Stock Transfer &
Trust Company IS located at 1 State Street, 30th floor, New York, New York 10004. Their telephone number is (212) 509-4000.
Description of Debt Securities
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we
will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms
of a particular series of debt securities.
We may issue debt securities
under a note purchase agreement or under indentures. Unless otherwise specified in a prospectus supplement, we will issue the debt
securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified
under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit
to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we file with the SEC.
The following summary
of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all
of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus
supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as
well as the complete indenture that contains the terms of the debt securities.
General
The indenture will
not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount
that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation,
merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain
any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations,
financial condition or transactions involving us.
We may issue the debt
securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their
stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued
with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other
characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities
issued with OID will be described in more detail in any applicable prospectus supplement.
We will describe in
the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal
amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of the
series;
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the applicability of any guarantees;
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whether or not the debt securities will
be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as senior
debt, senior subordinated debt, subordinated debt or any combination
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thereof, and the terms of any subordination;
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if the price (expressed as a percentage
of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount
thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable,
the portion of the principal amount of such debt securities that is convertible into another security or the method by which any
such portion shall be determined;
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the interest rate or rates, which may
be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will
be payable and the regular record dates for interest payment dates or the method for determining such dates;
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our right, if any, to defer payment of
interest and the maximum length of any such deferral period;
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if applicable, the date or dates after
which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt
securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;
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the date or dates, if any, on which, and
the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which
the debt securities are payable;
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the denominations in which we will issue
the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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any and all terms, if applicable, relating
to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt
securities and any other terms which may be advisable in connection with the marketing of debt securities of that series;
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whether the debt securities of the series
shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which
such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for
such global security or securities;
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if applicable, the provisions relating
to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will
be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and
may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable
conversion or exchange period and the manner of settlement for any conversion or exchange;
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if other than the full principal amount
thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof;
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additions to or changes in the covenants
applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;
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additions to or changes in the events
of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium,
if any, and interest, if any, with respect to such securities to be due and payable;
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additions to or changes in or deletions
of the provisions relating to covenant defeasance and legal defeasance;
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additions to or changes in the provisions
relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions
relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the
indenture;
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the currency of payment of debt securities
if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
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whether interest will be payable in cash
or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;
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the terms and conditions, if any, upon
which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the
series to any holder that is not a “United States person” for federal tax purposes;
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any restrictions on transfer, sale or
assignment of the debt securities of the series; and
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any other specific terms, preferences,
rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture,
and any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in
the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common
stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or
exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of
shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to
adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant
that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety
or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume
all of our obligations under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide
otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indenture with respect to any series of debt securities that we may issue:
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if we fail to pay any installment of interest
on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of
90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture
supplemental thereto shall not constitute a default in the payment of interest for this purpose;
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if we fail to pay the principal of, or
premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption,
by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series;
provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture
supplemental thereto shall not constitute a default in the payment of principal or premium, if any;
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if we fail to observe or perform any other
covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another
series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring
the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in
aggregate principal amount of the outstanding debt securities of the applicable series; and
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if specified events of bankruptcy, insolvency
or reorganization occur.
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If an event of default
with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet
point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that
series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet
point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then
outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority
in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect
to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest,
unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event
of default.
Subject to the terms
of the indenture, if an event of default shall occur and be continuing, the trustee will be under no obligation to exercise any
of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt
securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of
the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities
of that series, provided that:
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the direction so given by the holder is
not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust
Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial
to the holders not involved in the proceeding.
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A holder of the debt
securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee,
or to seek other remedies only if:
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the holder has given written notice to
the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of that series have made written request,
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such holders have offered to the trustee
indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request;
and
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the trustee does not institute the proceeding,
and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that
series other conflicting directions within 90 days after the notice, request and offer.
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These limitations
do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any,
or interest on, the debt securities.
We will periodically
file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee
may change an indenture without the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency
in the indenture or in the debt securities of any series;
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to comply with the provisions described
above under “Description of Debt Securities—Consolidation, Merger or Sale;”
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to provide for uncertificated debt securities
in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions,
conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any
series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions,
limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities,
as set forth in the indenture;
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to make any change that does not adversely
affect the interests of any holder of debt securities of any series in any material respect;
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to provide for the issuance of and establish
the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General”
to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt
securities, or to add to the rights of the holders of any series of debt securities;
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to evidence and provide for the acceptance
of appointment under any indenture by a successor trustee; or
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to comply with any requirements of the
SEC in connection with the qualification of any indenture under the Trust Indenture Act.
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In addition, under
the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent
of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected.
However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and
the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt
securities of any series; •reducing the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any series of any debt securities; or
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reducing the percentage of debt securities,
the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
Each indenture provides
that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified
obligations, including obligations to:
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register the transfer or exchange of debt
securities of the series;
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replace stolen, lost or mutilated debt
securities of the series;
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pay principal of and premium and interest
on any debt securities of the series;
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maintain paying agencies;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee;
and
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appoint any successor trustee.
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In order to exercise
our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal
of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt
securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The
Depository Trust Company, or DTC, or another depositary named by us and identified in a prospectus supplement with respect to that
series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating
such securities will be set forth in the applicable prospectus supplement.
At the option of the
holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus
supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms
of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders
of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that
the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but
we may require payment of any taxes or other governmental charges.
We will name in the
applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we
initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem
the debt securities of any series, we will not be required to:
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issue, register the transfer of, or exchange
any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the
day of the mailing; or
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register the transfer of or exchange any
debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming
in part.
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Information Concerning the Trustee
The trustee, other
than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as
are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same
degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the
trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise
indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment
date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We will pay principal
of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by
us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities
of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the
debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular
series.
All money we pay to
a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains
unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and
the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the
debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except to the
extent that the Trust Indenture Act is applicable.
Description of Warrants
The following description,
together with the additional information we may include in any applicable prospectus supplement and free writing prospectus, summarizes
the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase
common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently
or in combination with common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we
have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular
terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will
apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable
prospectus supplement for a particular series of warrants may specify different or additional terms.
We will file forms
of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits
to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or
the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are
offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and
provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant
and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular
series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to
the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectus, and
the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements,
that contain the terms of the warrants.
General
We will describe in
the applicable prospectus supplement the terms of the series of warrants being offered, including, to the extent applicable:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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the designation and terms of the securities with which the warrants are issued and the number of
warrants issued with each such security or each principal amount of such security;
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the date on and after which the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased
upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common
stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares
may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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a discussion of material United States federal income tax consequences of holding or exercising
the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders
of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any; or
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in the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable
indenture.
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Exercise of Warrants
Each warrant will entitle
the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe
in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants
may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus
supplement. After the close of business on the expiration date, unexercised warrants will become void.
Unless we otherwise
specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant or
warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount
to the warrant agent, if applicable, in immediately available funds, as provided in the applicable prospectus supplement. We will
set forth on the reverse side of any warrant certificate and in the applicable prospectus supplement the information that the holder
of the warrant will be required to deliver to any warrant agent in connection with the exercise of the warrant.
Upon receipt of payment and the warrant
or warrant certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent,
if any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and
deliver the securities purchasable upon such exercise. If fewer than all of the warrants (or the warrants represented by such warrant
certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining warrants.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under
or related to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State of
New York.
Enforceability of Rights by Holders
of Warrants
Each warrant agent,
if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
Description of Units
We may issue units
comprised of shares of common stock, shares of preferred stock, debt securities and warrants in any combination. We may issue units
in such amounts and in as many distinct series as we wish. This section outlines certain provisions of the units that we may issue.
If we issue units, they may be issued under one or more unit agreements to be entered into between us and a bank or other financial
institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely
by reference to the unit agreement with respect to the units of any particular series. The specific terms of any series of units
offered will be described in the applicable prospectus supplement. If so described in a particular supplement, the specific terms
of any series of units may differ from the general description of terms presented below. We urge you to read any prospectus supplement
related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms
of the units. If we issue units, forms of unit agreements, if any, and unit certificates relating to such units will be incorporated
by reference as exhibits to the registration statement, which includes this prospectus.
Each unit that we may
issue will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder
of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is
issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time
before a specified date. The applicable prospectus supplement may describe:
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the designation and terms of the
units and of the securities comprising the units, including whether and under what circumstances those securities may be held
or transferred separately;
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any provisions of the governing unit agreement;
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the price or prices at which such units will be issued;
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the applicable United States federal income tax considerations relating to the units;
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any provisions for the issuance,
payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
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any other terms of the units and of the securities comprising the units.
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The provisions described
in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities”
and “Description of Warrants” will apply to the securities included in each unit, to the extent relevant and as may
be updated in any prospectus supplements.
Issuance in Series
We may issue units
in such amounts and in as many distinct series as we wish. This section summarizes terms of the units that apply generally to all
series. Most of the financial and other specific terms of your series will be described in the applicable prospectus supplement.
Unit Agreements
We may issue the units
under one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. We may
add, replace or terminate unit agents from time to time. We will identify the unit agreement, if any, under which each series of
units will be issued and the unit agent under that agreement in the applicable prospectus supplement.
The following provisions
will generally apply to all unit agreements unless otherwise stated in the applicable prospectus supplement.
Modification without Consent
We and the applicable unit agent, if any,
may amend any unit or unit agreement, if any, without the consent of any holder:
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to cure any ambiguity; any provisions of the governing unit agreement that differ from those described below;
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to correct or supplement any defective or inconsistent provision; or
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to make any other change that we believe
is necessary or desirable and will not adversely affect the interests of the
affected holders in any material respect.
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We do not need any
approval to make changes that affect only units to be issued after the changes take effect. We may also make changes that do not
adversely affect a particular unit in any material respect, even if they adversely affect other units in a material respect. In
those cases, we do not need to obtain the approval of the holder of the unaffected unit; we need only obtain any required approvals
from the holders of the affected units.
Modification with Consent
We may not amend any
particular unit or a unit agreement with respect to any particular unit unless we obtain the consent of the holder of that unit,
if the amendment would:
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impair any right of the holder
to exercise or enforce any right under a security included in the unit if the terms of that security require the consent of the
holder to any changes that would impair the exercise or enforcement of that right; or
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reduce the percentage of outstanding
units or any series or class the consent of whose holders is required to amend that series or class, or the applicable unit
agreement with respect to that series or class, as described below.
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Any other change to a particular unit agreement
and the units issued under that agreement would require the following approval:
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If the change affects only the units
of a particular series issued under that agreement, the change must be approved by the holders of a majority of the
outstanding units of that series; or
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If the change affects the units of
more than one series issued under that agreement, it must be approved by the holders of a majority of all outstanding units
of all series affected by the change, with the units of all the affected series voting together as one class for this
purpose.
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These provisions regarding
changes with majority approval also apply to changes affecting any securities issued under a unit agreement, as the governing document.
In each case, the required
approval must be given by written consent.
Unit Agreements Will Not Be Qualified
under Trust Indenture Act
No unit agreement will
be qualified as an indenture, and no unit agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore,
holders of units issued under unit agreements will not have the protections of the Trust Indenture Act with respect to their units.
Mergers and Similar Transactions
Permitted; No Restrictive Covenants or Events of Default
The unit agreements
will not restrict our ability to merge or consolidate with, or sell our assets to, another corporation or other entity or to engage
in any other transactions. If at any time we merge or consolidate with, or sell our assets substantially as an entirety to, another
corporation or other entity, the successor entity will succeed to and assume our obligations under the unit agreements. We will
then be relieved of any further obligation under these agreements.
The unit agreements will not include any
restrictions on our ability to put liens on our assets, including our interests in our subsidiaries, nor will they restrict our
ability to sell our assets. The unit agreements also will not provide for any events of default or remedies upon the occurrence
of any events of default.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the unit agreements and the units will be governed by New York law.
Form, Exchange and Transfer
We will issue each
unit in global—i.e., book-entry—form only. Units in book-entry form will be represented by a global security registered
in the name of a depositary, which will be the holder of all the units represented by the global security. Those who own beneficial
interests in a unit will do so through participants in the depositary’s system, and the rights of these indirect owners will
be governed solely by the applicable procedures of the depositary and its participants. We will describe book-entry securities,
and other terms regarding the issuance and registration of the units in the applicable prospectus supplement.
Each unit and all securities
comprising the unit will be issued in the same form.
If we issue any units
in registered, non-global form, the following will apply to them.
The units will be issued
in the denominations stated in the applicable prospectus supplement. Holders may exchange their units for units of smaller denominations
or combined into fewer units of larger denominations, as long as the total amount is not changed.
Holders may exchange
or transfer their units at the office of the unit agent. Holders may also replace lost, stolen, destroyed or mutilated units at
that office. We may appoint another entity to perform these functions or perform them ourselves.
Holders will not be
required to pay a service charge to transfer or exchange their units, but they may be required to pay for any tax or other governmental
charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer
agent is satisfied with the holder’s proof of legal ownership. The transfer agent may also require an indemnity before replacing
any units.
If we have the right
to redeem, accelerate or settle any units before their maturity, and we exercise our right as to less than all those units or other
securities, we may block the exchange or transfer of those units during the period beginning 15 days before the day we mail the
notice of exercise and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may
also refuse to register transfers of or exchange any unit selected for early settlement, except that we will continue to permit
transfers and exchanges of the unsettled portion of any unit being partially settled. We may also block the transfer or exchange
of any unit in this manner if the unit includes securities that are or may be selected for early settlement.
Only the depositary
will be entitled to transfer or exchange a unit in global form, since it will be the sole holder of the unit.
Payments and Notices
In making payments and giving notices with
respect to our units, we will follow the procedures as described in the applicable prospectus supplement.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our certificate of
incorporation requires us to indemnify our officers and directors to the fullest extent permitted by Delaware law, which generally
permits indemnification for actions taken by officers or directors as our representatives if the officer or director acted in good
faith and in a manner he or she reasonably believed to be in the best interest of the corporation.
As permitted under
Delaware law, our bylaws contain a provision indemnifying directors, officers, employees and agents of ours against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection
with an action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of us, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.
The separation and
distribution agreement that we have entered into with Integrated BioPharma provides for indemnification by us of Integrated BioPharma
and its directors, officers and employees for some liabilities, including liabilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, or the Exchange Act, in connection with the distribution, and a mutual indemnification of each
other for product liability claims arising from their respective businesses, and also requires that we indemnify Integrated BioPharma
for various liabilities of iBio, and for any tax that may be imposed with respect to the distribution and which result from our
actions or omissions in that regard.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
LEGAL
MATTERS
The legality of the
securities offered hereby has been passed on for us by Gracin & Marlow, LLP, New York, New York. Additional legal matters may
be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial
statements of iBio, Inc. and subsidiaries as of June 30, 2020 and 2019, and for the years then ended, have been incorporated by
reference in this prospectus and the registration statement of which this prospectus is a part, in reliance upon the report of
CohnReznick LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of
that firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This prospectus is
part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the
registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part
of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless
of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s
website at www.sec.gov. Additional information about us is contained at our website, www.ibioinc.com. Information
on our website is not incorporated by reference into this prospectus. We make available on our website our SEC filings as soon
as reasonably practicable after those reports are filed with the SEC. The following Corporate Governance documents are also
posted on our website: Code of Business Conduct and Ethics, Insider Trading Policy and the Charters for the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee of the board of directors.
INcorporation
of Certain Information by Reference
The SEC allows us to
“incorporate by reference” the information that we have filed with it, meaning we can disclose important information
to you by referring you to those documents already on file with the SEC. The information incorporated by reference is considered
to be part of this prospectus and the accompanying base prospectus except for any information that is superseded by other information
that is included in this prospectus or the accompanying base prospectus.
This filing incorporates
by reference the following documents, which we have previously filed with the SEC pursuant to the Exchange Act (other than Current
Reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):
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Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on October 13, 2020 and Annual Report on Form 10-K/A for the year ended June 30, 2020, which was filed with the SEC on October 27, 2020 (Commission File No. 333-233504);
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Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed with the SEC on November 16, 2020 (Commission File No. 333-233504);
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Current Reports on
Form 8-K filed with the SEC on July
9, 2020, July
29, 2020 and August
13, 2020, October
2, 2020, October
5, 2020, October
9, 2020, October
13, 2020, October
16, 2020, October
22, 2020, November
3, 2020 and November 24, 2020 (Commission File No. 333-233504);
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Definitive Proxy
Statement on Schedule 14A filed with the SEC on November
3, 2020, as amended on November
6, 2020 (Commission File No. 001-35023); and
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The description of our common stock, par value $0.001 per share, included (i) under the caption “Description of Securities” in the Prospectus forming a part of Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 24, 2019 (File No. 333-233504) and (ii) in Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the SEC on October 13, 2020.
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We also incorporate
by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) on or after the date of the initial filing
of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or
(ii) on or after the date of this prospectus but prior to the termination of this offering.
These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.
We will provide, without
charge, to each person, including any beneficial owner, to whom this prospectus and the accompanying base prospectus are delivered,
on the written or oral request of such person, a copy of any or all of the reports or documents incorporated by reference in this
prospectus and the accompanying base prospectus, but not delivered with this prospectus and the accompanying base prospectus. Any
request may be made by writing or telephoning us at the following address or telephone number:
iBio, Inc.
Attention: Investor Relations
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
ir@ibioinc.com
You may also access
the documents incorporated by reference into this prospectus and the accompanying base prospectus at our website address at https://ir.ibioinc.com/sec-filings.
The other information and content contained on or linked from our website are not part of this prospectus or the accompanying base
prospectus.
The information contained
in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated
November 25, 2020
PROSPECTUS
Up to $100,000,000
Common Stock
We have entered into
a Sales Agreement, or sales agreement, with Cantor Fitzgerald &
Co., or Cantor Fitzgerald, relating to shares of our common stock, par value $0.001 per share, offered by this prospectus and the
accompanying base prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock
having an aggregate offering price of up to $100,000,000 from time to time through Cantor Fitzgerald & Co., acting as
sales agent.
Our common stock is
listed on the NYSE American LLC, or the NYSE American, under the symbol “IBIO.” On November 24, 2020, the last reported
sales price of our common stock on the NYSE American was $1.47 per share.
Sales of our common
stock, if any, under this prospectus will be made in sales deemed to be an “at the market offering” as defined in Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The sales agent will act as sales agent
on a best efforts basis and will use commercially reasonable efforts to sell on our behalf all of the common stock requested to
be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between the sales agent and us,
as applicable. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
Cantor Fitzgerald
will be entitled to compensation at a fixed commission rate of up to 3.0% of the aggregate gross sales price per share sold. See
“Plan of Distribution” on page S-10 for a description of compensation payable to the sales agent in connection
with the sale of common stock on our behalf. The sales agent will be deemed to be an “underwriter” within the meaning
of the Securities Act and the compensation of the sales agent will be deemed to be underwriting commissions or discounts. We have
also agreed to provide indemnification and contribution to the sales agent with respect to certain liabilities, including liabilities
under the Securities Act.
Investing in our
securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on
page S-4 of this prospectus and any applicable prospectus supplement and under similar sections in the other documents that are
incorporated by reference into this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
, 2020
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus relates
to part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or SEC, utilizing
a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities
described in our base prospectus included in the shelf registration statement in one or more offerings up to a total aggregate
offering price of $200,000,000. The $100,000,000 of shares of common stock that may be offered, issued and sold under this prospectus
is included in the $200,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf registration statement.
In connection with such offers and when accompanied by the base prospectus included in the registration statement of which this
prospectus forms a part, this prospectus will be deemed a prospectus supplement to such base prospectus.
This prospectus relates
to the offering of our shares of common stock. Before buying any of our shares of common stock that we are offering, we urge you
to carefully read this prospectus, together with the information incorporated by reference as described under the headings “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus. These
documents contain important information that you should consider when making your investment decision.
This prospectus describes
the terms of this offering of our shares of common stock and also adds to and updates information contained in the documents incorporated
by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus, on the
one hand, and the information contained in any document incorporated by reference into this prospectus that was filed with the
SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement
in one of these documents is inconsistent with a statement in another document having a later date (for example, a document incorporated
by reference into this prospectus) the statement in the document having the later date modifies or supersedes the earlier statement.
You should rely only
on the information contained in or incorporated by reference in this prospectus and in any free writing prospectus that we have
authorized for use in connection with this offering. We have not, and the sales agent has not, authorized anyone to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
not, and the sales agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus, the documents incorporated by reference in this prospectus,
and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the
date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since
those dates. You should carefully read this prospectus, the documents incorporated by reference in this prospectus, and any free
writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment
decision.
We further note that
the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for
the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty
or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus contains
and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications
and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy
or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements
regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates
involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading
“Risk Factors” in this prospectus and under similar headings in the other documents that are incorporated by reference
into this prospectus. Accordingly, investors should not place undue reliance on this information.
Except as otherwise
indicated herein or as the context otherwise requires, references in this prospectus to “iBio,” “the company,”
“we,” “us,” “our” and similar references refer to iBio, Inc., an entity incorporated under
the laws of the State of Delaware, and where appropriate our consolidated subsidiaries.
This prospectus and
the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies.
All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus
supplement or any related free writing prospectus are the property of their respective owners.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains
“forward-looking statements” that involve risks and uncertainties. Our actual results could differ materially from
those discussed in the forward-looking statements. The statements contained in this prospectus that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities
Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements
are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “project,” “seek,” “should,” “strategy,” “target,”
“will,” “would” and similar expressions or variations intended to identify forward-looking statements.
These statements are based on the beliefs and assumptions of our management based on information currently available to management.
Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results
and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed
in this section of the prospectus titled “Risk Factors.” Furthermore, such forward-looking statements speak only
as of the date of this prospectus. Except as required by law, we undertake no obligation to update any forward-looking statements
to reflect events or circumstances after the date of such statements.
Please consider our
forward-looking statements in light of those risks as you read this prospectus and the documents incorporated by reference into
this prospectus. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these
forward-looking statements.
You should not assume
that the information contained in this prospectus is accurate as of any date other than as of the date of this prospectus and that
any information incorporated by reference into this prospectus is accurate as of any date other than the date of the document so
incorporated by reference. Except as required by law, we assume no obligation to update these forward-looking statements publicly,
or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even
if new information becomes available in the future. Thus, you should not assume that our silence over time means that actual events
are bearing out as expressed or implied in such forward-looking statements.
If one or more of these
or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially
from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals acting on
our behalf are expressly qualified in their entirety by this Note. Before purchasing any shares of common stock, you should consider
carefully all of the factors set forth or referred to in this prospectus and the documents incorporated by reference that could
cause actual results to differ.
PROSPECTUS SUMMARY
This summary highlights
certain information about us, this offering and selected information contained in this prospectus. This summary is not complete
and does not contain all of the information that you should consider before deciding whether to invest in our common stock and/or
warrants. For a more complete understanding of our company and this offering, we encourage you to read and consider the more detailed
information in this prospectus, including “Risk Factors” section beginning on page S-4 and the financial statements
and related notes and other documents or information included or incorporated by reference in this prospectus before making an
investment decision. Unless we specify otherwise, all references in this prospectus to “iBio,” “we,” “our,”
“us” and “our company” refer to iBio Inc., a Delaware corporation.
Business Overview
We are a biotechnology
company and biologics contract development and manufacturing organization (“CDMO”). We apply our licensed and owned
technologies to develop novel products to fight fibrotic diseases, cancers, and infectious diseases. We use our FastPharming® Development
and Manufacturing System (the “FastPharming System”) to increase “speed-to-clinic” for new candidates.
We are also using the FastPharming System to create proteins and bioinks for research and further manufacturing
uses in a variety of R&D applications, including 3D-bioprinting. In addition, we make the FastPharming System
available to clients on a fee-for-service basis for the rapid, scalable, eco-friendly production of high-quality proteins.
During the quarter
ended September 30, 2020, we operated in two segments: (i) our CDMO segment, operated via our subsidiary iBio CDMOLLC, a Delaware
limited liability company (“iBio CDMO”), and (ii) our biologics development and licensing activities, conducted within
iBio, Inc. In the past, our primary focus was the CDMO business, pursuant to which iBio CDMO provided manufacturing services to
collaborators and third-party customers as well as used for development of our own product candidates. However, during the second
half of 2020 and subsequent to year end, we shifted our primary focus to our biologics development programs, including new vaccines
and therapeutics.
Our current platforms
and programs include: (i) CDMO services using our licensed and owned FastPharming System and GlycaneeringTM Services;
(ii) the development of therapeutics, for which we intend to conduct preclinical and clinical trials; (iii) the development of
vaccines, for which we intend to conduct preclinical and clinical trials, and (iv) the production of proteins for research and
further manufacturing use in 3D-bioprinting and other applications. We are developing a portfolio of technologies, products, and
services driven by the following platforms and programs, which we intend to use individually, and in combination:
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Process development and manufacturing of protein products in hydroponically-grown, transiently-transfected
plants, (typically Nicotiana benthamiana, a relative of the tobacco plant) via utilization of our proprietary
expression technologies, GlycaneeringTM Services, and production know-how (the FastPharming System)
deployed in our 130,000 square-foot manufacturing facility in Bryan, Texas.
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“Factory Solutions” for the clients who seek to insource biologics manufacturing using
the FastPharming System and instead of outsourcing production to iBio CDMO.
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Therapeutics
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Treatments for fibrotic diseases, including a fusion of the endostatin-derived E4 antifibrotic
peptide to the hinge and heavy chain of human IgG1 (“IBIO-100”, formerly described as “CFB-03”) for systemic
scleroderma (for which we have received orphan drug designation), idiopathic pulmonary fibrosis, and related conditions.
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An ACE2-Fc fusion protein as a treatment for COVID-19 and, prospectively, other diseases emanating
from the Coronaviridae family, in-licensed from Planet Biotechnology, Inc.
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A novel virus-like particle antigen being designed for use in a vaccine candidate targeting the
SARS-CoV-2 virus (“IBIO-200”).
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The lichenase (“LicKMTM”)-subunit vaccine for COVID-19 (“IBIO-201”).
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An E2 antigen, in combination with a selected adjuvant, for vaccination of pigs against classical
swine fever (“IBIO-400”).
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Research & Bioprocess Products
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Protein scaffolds for use as bioinks in the development of 3D-bioprinted tissues and organs.
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Cytokines and growth factors for cell culture applications.
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Biomaterials for a range of life science research, development, and bioprocessing applications.
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Corporate Information
We are a Delaware corporation.
Our principal executive/administrative offices are located at 8800 HSC Parkway, Bryan, Texas 77807-1107, and our telephone number
is (979) 446-0027. Our website address is http://www.ibioinc.com. We make available
free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably
practicable after we electronically file such material with, or furnish such material to, the SEC. Information on or
accessed through our website is not incorporated into this prospectus or the accompanying base prospectus and is not a part of
this prospectus or the accompanying base prospectus. Our common stock is listed on the NYSE American under the symbol “IBIO.”
THE OFFERING
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Common stock to be offered by us pursuant
to this prospectus
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Shares of our common stock having an aggregate offering price of up to $100,000,000.
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Common stock to be outstanding after
the offering
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Up to 239,841,561 shares
(as more fully described in the notes following this table), assuming sales of 59,523,810 shares of our common stock, which is
based on assumed sales of all $100,000,000 of shares of our common stock in this offering at an assumed offering price of $1.68
per share, which was the last reported sale price of our common stock on the NYSE American on November 18, 2020. The actual number
of shares issued will vary depending on the sales price under this offering.
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Plan of Distribution
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“At the market
offering” that may be made from time to time through our sales agent, Cantor Fitzgerald. See “Plan of Distribution”
on page S-10 of this prospectus.
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Use of Proceeds
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We currently intend to use the net proceeds from this offering, if any, for operating costs, including working capital needs and for other general corporate purposes including acquisitions and investments in other businesses. Pending these uses, we expect to invest the net proceeds in short-term, investment-grade, interest-bearing instruments and U.S. government securities. See “Use of Proceeds” on page S-7 of this prospectus.
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Risk Factors
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You should read the “Risk Factors” section on page S-4 of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors to consider before deciding to purchase shares of our common stock.
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NYSE American
trading symbol
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IBIO
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The number of shares
of our common stock that will be outstanding immediately after this offering as shown above is based on 180,317,751 shares outstanding
as of September 30, 2020. The number of shares outstanding as of September 30, 2020 as used throughout this prospectus, unless
otherwise indicated, excludes:
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3,485,815 shares of our common stock issuable upon the exercise of outstanding stock options with
a weighted average exercise price of $1.20 per share;
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39,950 shares of our common stock issuable upon the vesting of certain outstanding restricted stock
units; and
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2,973,035 shares of our common stock reserved for future issuance under our equity incentive plans.
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RISK FACTORS
Investing in our
common stock involves a high degree of risk, and you should be able to bear the complete loss of your investment. You should consider
carefully the risks described below and those described under the section captioned “Risk Factors” contained in our
most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2020, any subsequent Annual Reports on Form 10-K, any
subsequent Quarterly Reports on Form 10-Q, and all other information contained or incorporated by reference into this prospectus
before deciding whether to purchase any of the shares of common stock being offered under this prospectus. If any of the risks
actually occur, our business, consolidated financial condition or results of operations could be adversely affected. In such case,
the trading price of our common stock could decline and you could lose all or part of your investment. Our actual results could
differ materially from those anticipated in the forward-looking statements made throughout this prospectus or the documents incorporated
by reference into this prospectus as a result of different factors, including the risks we face described below.
Risks Related to this Offering
Our management will have broad discretion
over the use of proceeds from this offering and may not use the proceeds effectively.
Our management will
have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from this offering, if any,
for operating costs, including working capital needs and for other general corporate purposes including acquisitions and investments
in other businesses. Our management will have considerable discretion in the application of the net proceeds, and you will not
have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net
proceeds, if any, may be used for corporate purposes that do not improve our operating results or enhance the value of our common
stock. The failure of our management to use these funds effectively could have a material adverse effect on our business, cause
the market price of our common stock to decline and impair the commercialization of our products and/or delay the development of
our product candidates. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing
instruments and U.S. government securities. These investments may not yield a favorable return to our stockholders.
If you purchase shares of our common
stock sold in this offering, you may experience immediate and substantial dilution in the net tangible book value of your shares.
In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional dilution
to investors.
The price per share
of our common stock being offered may be higher than the net tangible book value per share of our outstanding common stock prior
to this offering, which may result in new investors in this offering will incur immediate dilution. To the extent outstanding stock
options or warrants are exercised, there will be further dilution to new investors. See the section entitled “Dilution”
below for a more detailed discussion of the dilution you will incur if you purchase shares of our common stock in this offering.
Our need for future financing may
result in the issuance of additional securities which will cause investors to experience dilution.
Our cash requirements
may vary from those now planned depending upon numerous factors, including the results of future research and development activities.
We expect our expenses to increase if and when we initiate and conduct additional clinical trials, and seek marketing approval
for our product candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur
significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, we will
need to obtain substantial additional funding in connection with our continuing operations. There are no other commitments by any
person for future financing. Our securities may be offered to other investors at a price lower than the price per share offered
to current stockholders, or upon terms which may be deemed more favorable than those offered to current stockholders. In addition,
the issuance of securities in any future financing may dilute an investor’s equity ownership and have the effect of depressing
the market price for our securities, including shares of our common stock. Moreover, we may issue derivative securities, including
options and/or warrants, from time to time, to procure qualified personnel or for other business reasons. The issuance of any such
derivative securities, which is at the discretion of our board of directors, may further dilute the equity ownership of our stockholders.
We may sell shares
or other securities in any other offering at a price per share that is less than the price per share paid by investors in this
offering, and investors purchasing shares of our common stock or other securities in the future could have rights superior to existing
stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable
into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. No
assurance can be given as to our ability to procure additional financing, if required, and on terms deemed favorable to us. To
the extent additional capital is required and cannot be raised successfully, we may then have to limit our then current operations
and/or may have to curtail certain, if not all, of our business objectives and plans.
Our stock price has fluctuated in
the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common stock could incur
substantial losses.
Our stock price has
fluctuated in the past, has recently been volatile and may be volatile in the future. In addition, the recent outbreak of COVID-19
has caused broad stock market and industry fluctuations, including a significant decline in our stock price. The stock market in
general and the market for biotechnology companies in particular has experienced extreme volatility that has often been unrelated
to the operating performance of particular companies. As a result of this volatility, investors may experience losses on their
investment in our common stock. The market price for our common stock may be influenced by many factors, including, but not limited
to, the following:
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investor reaction to our business strategy;
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the success of competitive products or technologies;
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results of clinical studies or future product candidates or those of our competitors;
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regulatory or legal developments in the United States and other countries, especially changes in
laws or regulations applicable to our products;
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introductions and announcements of new products by us, results of clinical trials, our commercialization
partners, or our competitors, and the timing of these introductions or announcements;
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actions taken by regulatory agencies with respect to our products, clinical studies, manufacturing
process or sales and marketing terms;
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variations in our financial results or those of companies that are perceived to be similar to us;
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the success of our efforts to acquire or in-license additional products or product candidates;
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developments concerning our collaborations;
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint
ventures or capital commitments;
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developments or disputes concerning patents or other proprietary rights, including patents, litigation
matters and our ability to obtain patent protection for our products;
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our ability or inability to raise additional capital and the terms on which we raise it;
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the recruitment or departure of key personnel;
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market conditions in the pharmaceutical and biotechnology sectors;
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declines in the market prices of stocks generally;
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actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations
regarding our common stock, other comparable companies or our industry generally;
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trading volume of our common stock;
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sales of our common stock by us or our stockholders;
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general economic, industry and market conditions;
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other events or factors, including those resulting from such events, or the prospect of such events,
including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such
as the recent outbreak of COVID-19, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather
and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations
of our suppliers or result in political or economic instability; and
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the other risks described in this “Risk Factors” section and the “Risk Factors”
sections included in the documents incorporated by reference in this prospectus.
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These broad market
and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. Since the
stock price of our common stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors
in our common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action
litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial
costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial
condition, results of operations and growth prospects.
We have additional securities available
for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.
Our certificate of
incorporation, as amended, authorizes the issuance of 275,000,000 shares of our common stock and 1,000,000 shares of preferred
stock. In certain circumstances, the common stock, as well as the awards available for issuance under our equity incentive plans,
can be issued by our board of directors, without stockholder approval. Any future issuances of such stock would further dilute
the percentage ownership of us held by holders of preferred stock and common stock. In addition, the issuance of certain securities,
including pursuant to the terms of our stockholder rights plan, may be used as an “anti-takeover” device without further
action on the part of our stockholders, and may adversely affect the holders of the common stock.
Resales of our common stock in the
public market during this offering by our stockholders may cause the market price of our common stock to fall.
We may issue common
stock from time to time in connection with this offering. This issuance from time to time of these new shares of our common stock,
or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current
stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing
the market price for our common stock.
The actual number of shares we will
issue under the equity distribution agreement, at any one time or in total, is uncertain.
Subject to certain
limitations in the sales agreement with the sales agent and compliance with applicable law, we have the discretion to deliver placement
notices to the sales agent at any time throughout the term of the sales agreement. The number of shares that are sold by the sales
agent after our delivering a placement notice will fluctuate based on the market price of the common stock during the sales period
and limits we set with sales agents.
The shares of common stock offered
under this prospectus may be sold in “at the market” offerings, and investors who buy shares at different times will
likely pay different prices.
Investors who purchase
shares under this prospectus at different times will likely pay different prices, and so may experience different outcomes in their
investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold,
and there is no minimum or maximum sales price. Investors may experience declines in the value of their shares as a result of share
sales made at prices lower than the prices they paid.
USE OF PROCEEDS
We may issue and sell
shares of our common stock having aggregate gross proceeds of up to $100,000,000 from time to time under this prospectus. Because
there is no minimum offering amount required as a condition to close this offering, the actual total offering amount, commissions
and proceeds to us, if any, are not determinable at this time. The amount of proceeds from this offering will depend upon the number
of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able
to sell any shares under or fully utilize the equity distribution agreement with the sales agent as a source of financing.
We currently intend
to use the net proceeds from this offering primarily for operating costs, including working capital needs and for other general
corporate purposes including acquisitions and investments in other businesses. Pending these uses, we expect to invest the net
proceeds in short-term, investment-grade, interest-bearing instruments and U.S. government securities. We have broad discretion
in determining how the proceeds of this offering will be used, and our discretion is not limited by the aforementioned possible
uses. Our board of directors believes the flexibility in application of the net proceeds is prudent.
As of the date of this
prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received from this offering.
The amounts and timing of our actual expenditures will depend on numerous factors including the progress in, and costs of, our
clinical trials and other preclinical development programs and the amount of funding, if any, received from grants. Accordingly,
our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment
of management regarding the application of the net proceeds from the offering. We may find it necessary or advisable to reallocate
the net proceeds of this offering; however, any such reallocation would be substantially limited to the categories set forth above
as we do not intend to use the net proceeds for other purposes. Pending such uses set forth above, we plan to invest the net proceeds
in short-term, investment-grade, interest-bearing instruments and U.S. government securities.
DIVIDEND POLICY
We have never declared
or paid any cash dividends on our common stock and we do not currently intend to pay any cash dividends on our common stock in
the foreseeable future. We expect to retain all available funds and future earnings, if any, to fund the development and growth
of our business. Any future determination to pay dividends, if any, on our common stock will be at the discretion of our board
of directors and will depend on, among other factors, the terms of any outstanding preferred stock, our results of operations,
financial condition, capital requirements and contractual restrictions.
DILUTION
Purchasers
of common stock in this offering will experience immediate dilution to the extent of the difference between the public offering
price per share of common stock, and the net tangible book value per share of common stock immediately after this offering.
Our
net tangible book value as of September 30, 2020 was approximately $78,806,000, or $0.44 per share. Net tangible book value per
share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock
outstanding as of September 30, 2020. Dilution with respect to net tangible book value per share represents the difference between
the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of
our common stock immediately after this offering.
Our
pro forma net tangible book value as of September 30, 2020 was approximately $81,832,000, or $0.45 per share after giving effect
to our receipt of net proceeds of $3,026,257 from our sale of 1,790,335 shares of our common stock to pursuant to our prior
equity distribution agreement subsequent to September 30, 2020.
After
giving effect to the sale of 59,523,810 shares of our common stock in this offering at an assumed offering price of $1.68 per share
(which was the closing price of our common stock on November 18, 2020) and after deducting estimated offering commissions and estimated
offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2020 would have been approximately
$179,377,000, or $0.74 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.29
per share to existing stockholders and an immediate dilution of $0.94 per share to new investors purchasing securities in this
offering.
The
following table illustrates this per share dilution:
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Assumed public offering price per share of common stock
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$
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1.68
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Pro Forma net tangible book value per share as of September 30, 2020
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$
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0.45
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Increase in pro forma net tangible book value per share attributable to this offering
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$
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0.29
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Pro forma as adjusted net tangible book value per share as of September 30, 2020, after giving effect to this offering
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$
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0.74
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Dilution per share to new investors purchasing our common stock in this offering
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$
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0.94
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The
table and discussion above are based on 180,317,751 shares of common stock issued and outstanding as of September 30, 2020 and
excludes as of that date:
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3,485,815 shares of our common stock issuable
upon the exercise of outstanding stock options with a weighted average exercise price of $1.20 per share;
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2,973,035 additional shares of our common
stock reserved for future issuance under our equity incentive plans; and
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39,950 shares of our common stock issued
subsequent to September 30, 2020 in connection with the vesting of certain restricted stock units.
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To
the extent that any outstanding options are exercised, new options or shares of restricted stock are issued under our equity incentive
plans, or we otherwise issue additional shares of common stock in the future, at a price less than the public offering price, there
will be further dilution to the investors. In addition, we may choose to raise additional capital due to market conditions or strategic
considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional
capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further
dilution to our stockholders.
PLAN OF DISTRIBUTION
We
have entered into the Sales Agreement Cantor Fitzgerald under which we may offer and sell shares of our common stock. Pursuant
to this prospectus, we may offer and sell shares of our common stock having an aggregate gross sales price of up to $100,000,000
from time to time through Cantor Fitzgerald acting as agent. A copy of our Controlled
Equity OfferingSM Sales Agreement that we entered into with Cantor Fitzgerald is filed with the SEC as an exhibit
to the registration statement of which this prospectus is a part.
Upon
delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald may offer and
sell shares of our common stock by any method permitted by law deemed to be an “at the market offering” as defined
in Rule 415(a)(4) promulgated under the Securities Act. We may instruct Cantor Fitzgerald not to sell common stock if the
sales cannot be effected at or above the price designated by us from time to time. We or Cantor Fitzgerald may suspend the offering
of common stock upon notice and subject to other conditions.
We
will pay Cantor Fitzgerald commissions, in cash, for its services in acting as agent in the sale of our common stock. Cantor Fitzgerald
is entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold under the Sales Agreement.
Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount,
commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse Cantor Fitzgerald for
certain specified expenses, including the reasonable and documented fees and disbursements of its legal counsel in an amount not
to exceed $50,000. We estimate that the total expenses for the offering under this prospectus, excluding compensation and reimbursements
payable to Cantor Fitzgerald under the terms of the Sales Agreement, will be approximately $145,000.
Settlement
for sales of shares of common stock will occur on the second business day following the date on which any sales are made, or on
some other date that is agreed upon by us and Cantor Fitzgerald in connection with a particular transaction, in return for payment
of the net proceeds to us. Sales of our common stock as contemplated in this prospectus will be settled through the facilities
of The Depository Trust Company or by such other means as we and Cantor Fitzgerald may agree upon. There is no arrangement for
funds to be received in an escrow, trust or similar arrangement.
Cantor
Fitzgerald will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to
purchase the shares of common stock under the terms and subject to the conditions set forth in the Sales Agreement. In connection
with the sale of the shares of common stock on our behalf, Cantor Fitzgerald will be deemed to be an “underwriter”
within the meaning of the Securities Act and the compensation of Cantor Fitzgerald will be deemed to be underwriting commissions
or discounts. We have agreed to provide indemnification and contribution to Cantor Fitzgerald (and its partners, members, directors,
officers, employees and agents) against certain civil liabilities, including liabilities under the Securities Act.
The
offering of shares of our common stock pursuant to the Sales Agreement will terminate upon the termination or expiration of the
Sales Agreement as permitted therein. We and Cantor Fitzgerald may each terminate the Sales Agreement at any time upon ten days’
prior notice.
Cantor
Fitzgerald and its affiliates may in the future provide various investment banking, commercial banking and other financial services
for us, our subsidiaries and our affiliates, for which services they may in the future receive customary fees. To the extent required
by Regulation M, Cantor Fitzgerald will not engage in any market making activities involving our common stock while the offering
is ongoing under this prospectus.
This
prospectus in electronic format may be made available on a website maintained by Cantor Fitzgerald and Cantor Fitzgerald may distribute
this prospectus and the accompanying prospectus electronically.
LEGAL MATTERS
The validity of the
shares of common stock offered hereby will be passed upon for us by Gracin & Marlow, LLP, New York, New York. Certain
legal matters relating to this offering will be passed upon for us by Venable LLP, Baltimore, Maryland. Cantor Fitzgerald &
Co. is being represented in connection with this offering by Cooley LLP, New York, New York.
EXPERTS
The consolidated financial
statements of iBio, Inc. and Subsidiaries as of June 30, 2020 and 2019, and for the years then ended, incorporated by reference
in this prospectus and elsewhere in the registration statement of which this prospectus forms a part, have been audited by CohnReznick
LLP, an independent registered public accounting firm, in reliance upon such report given on the authority of such firm as experts
in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This prospectus is
part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the
registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part
of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless
of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s
website at www.sec.gov. Additional information about us is contained at our website, www.ibioinc.com. Information
on our website is not incorporated by reference into this prospectus. We make available on our website our SEC filings as soon
as reasonably practicable after those reports are filed with the SEC. The following Corporate Governance documents are also
posted on our website: Code of Business Conduct and Ethics, Insider Trading Policy and the Charters for the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee of the board of directors.
Incorporation
of Certain Information by Reference
The SEC allows us to
“incorporate by reference” the information that we have filed with it, meaning we can disclose important information
to you by referring you to those documents already on file with the SEC. The information incorporated by reference is considered
to be part of this prospectus and the accompanying base prospectus except for any information that is superseded by other information
that is included in this prospectus or the accompanying base prospectus.
This filing incorporates
by reference the following documents, which we have previously filed with the SEC pursuant to the Exchange Act (other than Current
Reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):
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·
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Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on October 13, 2020 and Annual Report on Form 10-K/A for the year ended June 30, 2020, which was filed with the SEC on October 27, 2020 (Commission File No. 333-233504);
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·
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Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed with the SEC on November 16, 2020 (Commission File No. 333-233504);
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·
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Current Reports on Form 8-K filed with the SEC on July 9, 2020, July 29, 2020 and August 13, 2020, October 2, 2020, October 5, 2020, October 9, 2020, October 13, 2020, October 16, 2020, October 22, 2020, November 3, 2020 and November 24, 2020 (Commission File No. 333-233504);
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·
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Definitive Proxy
Statement on Schedule 14A filed with the SEC on November
3, 2020, as amended on November
6, 2020 (Commission File No. 001-35023); and
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·
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The description of our common stock, par value $0.001 per share, included (i) under the caption “Description of Securities” in the Prospectus forming a part of Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 24, 2019 (File No. 333-233504) and (ii) in Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the SEC on October 13, 2020.
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We also incorporate
by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) on or after the date of the initial filing
of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or
(ii) on or after the date of this prospectus but prior to the termination of this offering.
These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.
We will provide, without
charge, to each person, including any beneficial owner, to whom this prospectus and the accompanying base prospectus are delivered,
on the written or oral request of such person, a copy of any or all of the reports or documents incorporated by reference in this
prospectus and the accompanying base prospectus, but not delivered with this prospectus and the accompanying base prospectus. Any
request may be made by writing or telephoning us at the following address or telephone number:
iBio, Inc.
Attention: Investor Relations
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
ir@ibioinc.com
You may also access
the documents incorporated by reference into this prospectus and the accompanying base prospectus at our website address at https://ir.ibioinc.com/sec-filings.
The other information and content contained on or linked from our website are not part of this prospectus or the accompanying base
prospectus.
Any statement contained
in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement
to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement.
Up to
$100,000,000
Common
Stock
, 2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution.
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The following table
sets forth the estimated fees and expenses payable by the Company in connection with the registration of the securities registered
hereby:
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SEC registration fee
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$
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21,820
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Trustee’s and transfer agent’s fees
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(1)
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Printing expenses
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(1)
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Legal fees and expenses
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(1)
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Accounting fees and expenses
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(1)
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Stock exchange listing fees
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(1)
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Rating agency fees
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(1)
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Miscellaneous
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(1)
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Total
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$
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(1)
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______________
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(1)
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These fees are calculated based on the securities offered and the number of issuances and, accordingly, cannot be estimated
at this time.
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Item 15.
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Indemnification of Directors and Officers.
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Our certificate of
incorporation requires us to indemnify our officers and directors to the fullest extent permitted by Delaware law, which generally
permits indemnification for actions taken by officers or directors as our representatives if the officer or director acted in good
faith and in a manner he or she reasonably believed to be in the best interest of the corporation. We have entered into indemnification
agreements with our officers and directors to specify the terms of our indemnification obligations. In general, these indemnification
agreements provide that we will:
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·
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indemnify our directors and officers
to the fullest extent now permitted under current law and to the extent the law later is amended to increase the scope of
permitted indemnification;
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·
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advance payment of expenses to a
director or officer incurred in connection with an indemnifiable claim, subject to repayment if it is later determined that
the director or officer was not entitled to be indemnified;
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·
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reimburse the director or officer
for any expenses incurred by the director or officer in seeking to enforce the indemnification agreement; and
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·
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have the opportunity to participate in the defense of any indemnifiable claims against the director or officer.
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As permitted under
Delaware law, our bylaws contain a provision indemnifying directors, officers, employee or agent of ours against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection
with an action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of us, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.
The separation and
distribution agreement that we have entered into with Integrated BioPharma provides for indemnification by us of Integrated BioPharma
and its directors, officers and employees for some liabilities, including liabilities under the Securities Act and the Securities
Exchange Act of 1934 in connection with the distribution, and a mutual indemnification of each other for product liability claims
arising from their respective businesses, and also requires that we indemnify Integrated BioPharma for various liabilities of iBio,
and for any tax that may be imposed with respect to the distribution and which result from our actions or omissions in that regard.
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Item 16.
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Exhibits and Financial Statement Schedules
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Exhibits filed with
this Registration Statement on Form S-3 or incorporated by reference from other filings are as follows:
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Exhibit Number
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Description
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1.1*
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Controlled Equity OfferingSM Sales Agreement by and between iBio, Inc. and Cantor Fitzgerald & Co., dated November 25, 2020
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1.2**
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Form of Underwriting Agreement
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3.1
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Certificate of Incorporation of iBio, Inc., Certificate of Merger, Certificate of Ownership and Merger, Certificate of Amendment of the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2018 - File No. 001-35023))
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3.2
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Certificate of Amendment of the Certificate of Incorporation of iBio, Inc. (incorporated herein by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2018 - File No. 001-35023)
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3.3
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Certificate of Amendment of the Certificate of Incorporation of iBio, Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2018 - File No. 001-35023)
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3.4
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First Amended and Restated Bylaws of iBio, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2009 - File No. 000-53125)
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3.5
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Certificate of Designation, Preferences and Rights of the iBio CMO Preferred Tracking Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2017 - File No. 001-35023)
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3.6
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Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of iBio, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2018 - File No. 001-35023)
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3.7
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Certificate of Designation, Preferences and Rights of the Series B Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2018 - File No. 001-35023)
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3.8
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Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2019 - File No. 001-35023)
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4.1
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Form of Common Stock Certificate (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 10-12G filed with the Securities and Exchange Commission on July 11, 2008 - Commission File No. 000-53125)
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4.2
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Registration Rights Agreement, dated July 24, 2017, between the Company and Lincoln Park Capital Fund, LLC (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2017 - Commission File No. 001-35023)
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4.3
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Registration Rights Agreement, dated March 19, 2020, between the Company and Lincoln Park Capital Fund, LLC (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2020 - File No. 001-35023)
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4.4
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Form of Series A Warrant to Purchase Common Stock (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2019 - Commission File No. 001-35023)
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4.5
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Form of Amended and Restated Series A Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2020 - File No. 001-35023)
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4.6
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Form of Series B Warrant to Purchase Common Stock (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2019 - Commission File No. 001-35023)
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4.7
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Form of Amended and Restated Series B Warrant to Purchase Common Stock (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2020 - File No. 001-35023)
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4.8**
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Certificate of Designation, Preferences and Rights of Preferred Stock
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4.9**
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Form of Warrant
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4.10*
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Form of Indenture
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4.11**
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Form of Debt Security
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4.12**
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Form of Unit Agreement, including form of Unit
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5.1*
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Opinion of Gracin & Marlow, LLP
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23.1*
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Consent of CohnReznick LLP, Independent Registered Public Accounting Firm
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23.2*
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Consent of Gracin & Marlow, LLP (included in Exhibit 5.1)
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24.1*
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Powers of Attorney (included on signature page to this Registration Statement)
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25.1***
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Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended
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_______________
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*
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Filed herewith.
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**
***
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To be filed by amendment pursuant to a
report to be filed pursuant to Section 13 or 15(d) of the Exchange Act, if applicable, and incorporated herein by reference.
To be filed, if applicable, in accordance
with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided, however, that
the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that
are incorporated by reference in this registration statement or are contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of this registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act to any purchaser:
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(i)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5) That, for the purpose of determining
liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
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(i)
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any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(6) That, for purposes of determining any
liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(7) To file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New York, November 25, 2020.
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IBIO, INC.
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By:
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/s/ Thomas F. Isett
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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POWER OF ATTORNEY
Each
of the undersigned, whose signature appears below, hereby constitutes and appoints Thomas F. Isett and John Delta, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, and
any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
which relates to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or his or their
substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing necessary
or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the
requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf
of the Registrant, iBio, Inc., in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Thomas F. Isett
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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November 25, 2020
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Thomas F. Isett
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/s/ John Delta
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Acting Chief Financial Officer
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November 25, 2020
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John Delta
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Robert B. Kay
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Director
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November 25, 2020
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Robert B. Kay
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/s/ James T. Hill
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Director
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November 25, 2020
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General James T. Hill (Ret.)
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/s/ Glenn Chang
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Director
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November 25, 2020
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Glenn Chang
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/s/ John D. McKey, Jr.
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Director
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November 25, 2020
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John D. McKey, Jr.
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/s/ Seymour Flug
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Director
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November 25, 2020
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Seymour Flug
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/s/ Linda W. Armstrong, M.D.
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Director
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November 25, 2020
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Linda W. Armstrong, M.D.
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/s/ Alexandra Kropotova
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Director
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November 25, 2020
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Alexandra Kropotova
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/s/ Gary Sender
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Director
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November 25, 2020
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Gary Sender
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