Current Report Filing (8-k)
May 04 2021 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
May 4, 2021
iBio, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
001-35023
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26-2797813
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(Commission File Number)
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(IRS Employer Identification No.)
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8800 HSC Parkway
Bryan, Texas 77807
(Address of principal executive offices and
zip code)
(979) 446-0027
(Registrant’s telephone number including
area code)
N/A
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.001 par value per share
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IBIO
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NYSE American
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01
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Entry into a Material Definitive
Agreement
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On May
4, 2021, iBio, Inc. (the “Company”) and Fraunhofer USA, Inc. (“FhUSA”) entered into a Confidential Settlement
Agreement and Mutual Release (the “Settlement Agreement”) to settle all claims and counterclaims in the litigation captioned
iBio, Inc. v. Fraunhofer USA, Inc. (Case
No. 10256-VCF) in Delaware Chancery Court (the “Lawsuit”). The Settlement Agreement, among other things, resolves the Company’s
claims to ownership of certain plant-based technology developed by FhUSA from 2003 through 2014, and sets forth the terms of a license
of intellectual property. The Lawsuit was commenced against FhUSA by the Company in March 2015 in the Court of Chancery of the State of
Delaware and is described in more detail in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020.
The Settlement Agreement is not an admission of liability or fault of the parties.
The terms of the Settlement Agreement provide for cash payments to
the Company of $28,000,000 as follows: (i) $16,000,000 to be paid no later than May 14, 2021 (which is expected to be paid 100% to cover
legal fees and expenses); (ii) two payments of $5,100,000 payable by March 31, 2022 and 2023 and (iii) as additional consideration for
a license agreement, two payments of $900,000 due on March 1, 2022 and 2023. The license provides for a nonexclusive, nontransferable,
worldwide, fully paid-up license to all intellectual property rights in and to certain plant-based technology developed by FhUSA from
2003 through 2014 that were the subject of the Lawsuit. After payment of the fees and expenses of its attorneys and others retained by
the Company, including the litigation funding company, the Company’s estimated aggregate net cash recovery as a result of the Settlement
Agreement will be approximately $12,000,000.
The Settlement Agreement provides that within three business days
of confirmation of receipt in full of the initial $16,000,000 payment, the Company and FhUSA will submit a
stipulated order dismissing all claims with prejudice asserted in the Lawsuit. The Settlement Agreement also contains a mutual release
by the Company and FhUSA of all claims and counterclaims through the date of the Settlement Agreement.
Item 1.01 of this
Current Report on Form 8-K contains only a brief description of the material terms of the Settlement Agreement and does not purport to
be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety
by reference to the full text of the Settlement Agreement. The Company intends to file a copy of the
Settlement Agreement with confidential terms redacted with the Securities and Exchange Commission as an exhibit to its Annual Report
on Form 10-K for the year ended June 30, 2021. The Settlement Agreement contains confidentiality provisions and therefore certain terms
of the Settlement Agreement remain confidential.
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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IBIO INC.
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Date: May 4, 2021
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By:
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/s/ Thomas F. Isett
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Name:
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Thomas F. Isett
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Title:
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Chairman and Chief Executive Officer
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