Statement of Changes in Beneficial Ownership (4)
March 16 2020 - 7:46PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Isett Thomas Francis 3rd |
2. Issuer Name and Ticker or Trading Symbol
iBio, Inc.
[
IBIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Executive Chairman |
(Last)
(First)
(Middle)
C/O IBIO, INC., 600 MADISON AVENUE SUITE 1601 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2020 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/20/2020 | | J(1) | | 121976 | A | (1) | 1275000 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $1.43 | 3/12/2020 | | A | | 975000 | | (6) | 3/11/2025 | Common Stock | 975000 | $1.43 | 1275000 (2) | D | |
Series A Warrants (Right to Buy) (3) | $0.22 | 2/20/2020 | | J (4) | | | 100000 | 10/29/2019 | 10/29/2021 | Common Stock | 100000 | $1000 (5) | 1275000 (2) | D | |
Series B Warrants (Right to Buy) (3) | $0.22 | 2/20/2020 | | J (4) | | | 21976 | 10/29/2019 | 10/29/2026 | Common Stock | 21976 | $1000 (5) | 1275000 (2) | D | |
Explanation of Responses: |
(1) | Issued pursuant to an Exchange Agreement with iBio, Inc. ("iBio") pursuant to which Mr. Isett exchanged Series A Warrants to purchase 100,000 shares of iBio's common stock ("Common Stock") and Series B Warrants to purchase 21,976 shares of Common Stock in exchange for 121,976 shares of Common Stock and a promissory note in the principal amount of $26,834. In addition, Series B Warrants to purchase 78,024 shares of Common Stock held by Mr. Isett were amended in connection with the Exchange Agreement. |
(2) | Reflects number of securities beneficially owned following all transactions reported on this Form 4, on an as converted to common stock basis. |
(3) | The Warrants were acquired by Mr. Isett in a public offering by iBio on October 29, 2019. |
(4) | Exchanged pursuant to an Exchange Agreement with iBio pursuant to which Mr. Isett exchanged Series A Warrants to purchase 100,000 shares of Common Stock and Series B Warrants to purchase 21,976 shares of Common Stock in exchange for 121,976 shares of Common Stock and a promissory note in the principal amount of $26,834. |
(5) | The Warrants were sold together with Series C Preferred Shares in a public offering on October 29, 2019. Each of Series C Preferred Share was sold together with Series A Warrants to purchase one share of common stock for each share of common stock issuable upon conversion of the Series C Preferred Share and Series B Warrants to purchase one share of common stock for each share of common stock issuable upon conversion of the Series C Preferred Share. Each Series C Preferred Share and accompanying Series A Warrants and Series B Warrants was sold at a combined public offering price of $1,000. |
(6) | Vests ratably over a 36-month period beginning on date of grant (1/36th per month) and will be deemed fully-vested upon any transaction or series of related transactions that constitutes a Change of Control Transaction (as defined in the grant agreement). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Isett Thomas Francis 3rd C/O IBIO, INC. 600 MADISON AVENUE SUITE 1601 NEW YORK, NY 10022 | X |
| CEO and Executive Chairman |
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Signatures
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/s/Thomas Isett | | 3/16/2020 |
**Signature of Reporting Person | Date |
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