Item 1.01.
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Entry
into a Material Definitive Agreement.
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On November 25, 2020, IBio, Inc., a Delaware
corporation, (the “Company”), entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales
Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) to sell shares of the Company’s common
stock, par value $0.001 per share, from time to time, through an “at the market offering” program having
an aggregate offering price of up to $100,000,000 through which Cantor Fitzgerald will act as sales agent (the “Sales
Agent ”). The issuance and sale, if any, of common stock by the Company under the
Sales Agreement is subject to the effectiveness of the Company’s registration statement on Form S-3 (File No. 333-250973) (the
“Registration Statement”), filed with the Securities and Exchange Commission on November 25, 2020. The Company makes
no assurances as to whether the Registration Statement will become effective or, if it does become effective, as to the continued
effectiveness of the Registration Statement.
Under the Sales Agreement, the Company
will set the parameters for the sale of shares of common stock, including the number of shares to be issued, the time period during
which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum
price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the
shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE American LLC (the “NYSE
American”) or on any other existing trading market for the common stock. In addition, with the Company’s prior
written approval, the Sales Agent may also sell shares by any other method permitted by law, including in negotiated transactions.
The Sales Agent will use commercially reasonable
efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal
laws, rules and regulations and the rules of the NYSE American. The Sales Agreement may be terminated by the Company upon written
notice to the Sales Agent for any reason or by the Sales Agent upon written notice to the Company for any reason or at any time
under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.
The Sales Agreement provides that the Sales
Agent will be entitled to compensation for their services in acting as agent and/or principal in the sale of the common stock.
The Sales Agent will be entitled to compensation in an amount up to 3.0% of the gross sales price of all common stock sold through
the Sales Agent as agent under the Sales Agreement. The Company has also agreed to reimburse a portion of Cantor Fitzgerald’s
expenses, including legal fees, in connection with this offering up to a maximum of $50,000.
The Company has no obligation to sell any
shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The Sales Agreement
contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the
Sales Agent, other obligations of the parties and termination provisions.
The foregoing description of the Sales
Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is
filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Sales Agreement was
initially filed as Exhibit 1.1 to the Registration Statement.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale
of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Item 1.02.
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Termination of a Material Definitive Agreement.
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The Company previously
entered into an Equity Distribution Agreement, dated June 17, 2020, as amended by Amendment No. 1 thereto, dated July 29, 2020
(the “Equity Distribution Agreement”), with UBS Securities LLC, as sales manager (“UBS Securities”), pursuant
to which the Company issued shares of its common stock in sales deemed to be an “at the market offering” as defined
in Rule 415(a)(4) promulgated under the Securities Act. On November 25, 2020, the Company notified UBS Securities in writing
that it was terminating, effective November 25, 2020, the Equity Distribution Agreement. In total, the Company issued and sold
an aggregate of 30,184,399 shares of common stock for gross proceeds of approximately $72 million pursuant to the Equity Distribution
Agreement.