Amended Statement of Beneficial Ownership (sc 13d/a)
March 31 2020 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act
of 1934
(Amendment No. 17)*
iBio, Inc.
(Name of Issuer)
COMMON STOCK,
$0.0010 PAR VALUE PER SHARE
(Title of Class of Securities)
451033203
(CUSIP Number)
William
Sullivan, 10 Market Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS, 345-640-3300
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
March 19,
2020
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 451033203
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13D/A
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Page 2 of 6
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EASTERN CAPITAL LIMITED
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
W.C.
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
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8.
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SHARED VOTING POWER
37,382,734
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
37,382,734
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,382,734
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
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14.
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TYPE OF REPORTING PERSON (see instructions)
C.O.
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* As of the filing date and as described in Items 5(a)
and 5(b), Eastern Capital Limited beneficially owns 8,457,734 shares of common stock and 28,925,000 shares of common stock issuable
upon exercise of Series B Preferred Shares. The percentage ownership is based on 101,444,205 shares of Common Stock outstanding
as reported in the Issuer‘s Form 8-K filed with the U.S. Securities Exchange Commission on March 20, 2020. The Series B Preferred
Shares are subject to a limit of exercise to the extent (and only to the extent) that Eastern Capital Limited or any of its affiliates
would beneficially own in excess of 48.0% of the common stock after giving effect to such exercise.
CUSIP No. 451033203
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13D/A
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Page 3 of 6
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PORTFOLIO SERVICES LTD.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
O.O.
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
|
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8.
|
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SHARED VOTING POWER
37,382,734
|
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
37,382,734
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,382,734
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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|
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
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14.
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TYPE OF REPORTING PERSON (see instructions)
C.O.
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As of the filing date and as described in Items 5(a) and
5(b), Eastern Capital Limited beneficially owns 8,457,734 shares of common stock and 28,925,000 shares of common stock issuable
upon exercise of Series B Preferred Shares. The percentage ownership is based on 101,444,205 shares of Common Stock outstanding
as reported in the Issuer‘s Form 8-K filed with the U.S. Securities Exchange Commission on March 20, 2020. The Series B Preferred
Shares are subject to a limit of exercise to the extent (and only to the extent) that Eastern Capital Limited or any of its affiliates
would beneficially own in excess of 48.0% of the common stock after giving effect to such exercise.
CUSIP No. 451033203
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13D/A
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Page 4 of 6
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KENNETH B. DART
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
O.O.
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5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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|
|
|
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
|
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SOLE VOTING POWER
-0-
|
|
8.
|
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SHARED VOTING POWER
37,382,734
|
|
9.
|
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SOLE DISPOSITIVE POWER
-0-
|
|
10.
|
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SHARED DISPOSITIVE POWER
37,382,734
|
|
|
|
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,382,734
|
|
|
12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
|
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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* As of the filing date and as described in Items 5(a)
and 5(b), Eastern Capital Limited beneficially owns 8,457,734 shares of common stock and 28,925,000 shares of common stock issuable
upon exercise of Series B Preferred Shares. The percentage ownership is based on 101,444,205 shares of Common Stock outstanding
as reported in the Issuer‘s Form 8-K filed with the U.S. Securities Exchange Commission on March 20, 2020. The Series B Preferred
Shares are subject to a limit of exercise to the extent (and only to the extent) that Eastern Capital Limited or any of its affiliates
would beneficially own in excess of 48.0% of the common stock after giving effect to such exercise.
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CUSIP No. 451033203
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13D/A
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Page 5 of 6
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Explanatory
Note: This Amendment No. 17 to Schedule 13D (this “Amendment No. 16”) relates to shares of common stock,
par value $0.001 per share (the “Common Stock”), of IBio, Inc., (the “Issuer”). This Amendment No. 17
amends the original Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”) by the Reporting Persons
as previously amended by Amendments No. 1 through 16 (the “Schedule 13D”). Except as otherwise specified in this Amendment
No. 17, all previous Items are unchanged. Defined terms used herein but not otherwise defined have the meanings set forth
in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5(a)–(b)
Eastern Capital Limited beneficially
owns 37,382,734 shares of the Issuer’s Common Stock, representing 28.7% of the Issuer’s outstanding Common Stock. Eastern
Capital Limited has shared voting and dispositive power of the shares it beneficially owns with its parent, Portfolio Services
Ltd. and Kenneth B. Dart.
Portfolio Services Ltd., as the
owner of all of the outstanding shares of Eastern Capital Limited, indirectly beneficially owns 37,382,734 shares of the Issuer’s
Common stock, representing 28.7% of the Issuer’s outstanding Common Stock. Portfolio Services Ltd. has shared voting and
dispositive power of the shares it beneficially owns.
As a result of Kenneth B. Dart’s ownership of all of
the outstanding shares of Portfolio Services Ltd., he indirectly beneficially owns 37,382,734 shares of the Issuer’s Common
Stock, representing 28.7% of the Issuer’s outstanding Common Stock. Kenneth B. Dart has shared voting and dispositive power
of the shares he beneficially owns.
The percentage ownership is based on 101,444,205 shares of
Common Stock outstanding, as reported in the Issuer‘s Form 8-K, dated March 19, 2020, and filed with the U.S. Securities
Exchange Commission on March 20, 2020.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement
CUSIP No. 451033203
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13D/A
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Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Eastern Capital Limited
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03/31/2020
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart, Director
Name/Title
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Portfolio Services Ltd.
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03/31/2020
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart, Director
Name/Title
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Kenneth B. Dart
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03/31/2020
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart
Name/Title
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