Item 1.01. Entry into a
Material Definitive Agreement.
Amendment No. 1 to Equity Distribution
Agreement
On July 29, 2020, iBio, Inc. (the “Company”) entered
into amendment no. 1 (the “Amendment”) to the equity distribution agreement it entered into on June 17, 2020 (“Equity
Distribution Agreement”) with UBS Securities LLC, as sales agent (the “Sales Agent”), pursuant to which the Company
may sell from time to time, at its option, shares of its common stock, par value $0.001 per share, through the Sales Agent. The
Amendment increased by $27,000,000 the dollar amount of shares of the Company’s common stock that may be sold pursuant to
the Equity Distribution Agreement from shares of common stock having an aggregate gross sale price of $45,000,000 to shares of
common stock having an aggregate gross sale price of $72,000,000. Sales of shares of the Company’s common stock added pursuant
to the Amendment, if any, will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File
No. 333-236735) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”),
the base prospectus, dated March 19, 2020, filed as part of such Registration Statement (the “Base Prospectus”), and
the prospectus supplement, dated July 29, 2020, to be filed by the Company on July 29, 2020 with the SEC (the “July ATM Prospectus
Supplement”) for the sale of shares of the Company’s common stock having an aggregate gross sales price of up to $27,000,000.
The Company issued and sold an aggregate
of 20,326,217 shares of its common stock for gross proceeds of approximately $44,993,011 pursuant to the Equity Distribution Agreement,
the Registration Statement, the Base Prospectus and the prospectus supplement, dated June 17, 2020, filed by the Company with the
SEC.
Sales
of the shares pursuant to the July ATM Prospectus Supplement, if any, will be made
by means of ordinary brokers’ transactions at prevailing market prices at the time of sale, or as otherwise agreed with the
Sales Agent. The Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable state and federal laws, rules and regulations to sell the Company’s common stock from time to time, based
upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the
Company may impose). Actual sales will depend on a variety of factors to be determined by the Company from time to time, including
(among others) market conditions, the trading price of the Company’s common stock, capital needs and determinations by the
Company of the appropriate sources of funding for the Company.
The Company is not obligated to make any
sales of common stock under the Equity Distribution Agreement, as amended, and the Company cannot provide any assurances that it
will issue any shares pursuant to the Equity Distribution Agreement, as amended. The Company currently intends to use the net proceeds
of this offering, if any, for operating costs, including working capital and other general corporate purposes.
The Company will pay a commission rate
of up to 3.0% of the gross sales price per share sold and has agreed to reimburse the Sales Agent for certain specified expenses,
including the fees and disbursements of its legal counsel in an amount not to exceed $50,000 and has also agreed to reimburse the
Sales Agent an amount not to exceed $15,000 per quarter during the term of the Equity Distribution Agreement, as amended, for legal
fees to be incurred by the Sales Agent. The Company has also agreed pursuant to the Equity Distribution Agreement, as amended,
to provide the Sales Agent with customary indemnification and contribution rights.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
The Amendment and the Equity Distribution
Agreement are filed as Exhibits 1.1 and 1.2, respectively, to this Current Report on Form 8-K. The description of the Amendment
and the Equity Distribution Agreement do not purport to be complete and are qualified in their entirety by reference to the Amendment
and the Equity Distribution Agreement, copies of which are filed as Exhibits 1.1 and 1.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference. The opinion of the Company’s counsel regarding the validity of the
shares that will be issued pursuant to the Equity Distribution Agreement, as amended, and the July ATM Prospectus Supplement is
also filed herewith as Exhibit 5.1.
The representations, warranties and covenants
contained in the Equity Distribution Agreement, as amended, were made solely for the benefit of the parties to the Equity Distribution
Agreement, as amended. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the
risk between the parties to the Equity Distribution Agreement, as amended, and not as statements of fact, and (ii) may apply standards
of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company.
Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Equity
Distribution Agreement, as amended, which subsequent information may or may not be fully reflected in public disclosures.
Termination of Purchase Agreement
The Company previously entered into a Purchase
Agreement (the “Purchase Agreement”), dated March 19, 2020, with Lincoln Park
Capital Fund, LLC (“Lincoln Park”), relating to the sale of up to $50,000,000
in shares of its common stock and an additional 815,827 shares of common stock issued as commitment shares to Lincoln Park. Pursuant
to the Purchase Agreement and the applicable rules of the NYSE American Stock Exchange (the “NYSE American”),
all issuances of the Company’s common stock to Lincoln Park under the Purchase Agreement were limited to 19.99% of the shares
of common stock outstanding immediately prior to the execution of the Purchase Agreement, or 20,288,840 shares (the “Exchange
Cap”), without stockholder approval or to the extent such sales of common stock pursuant to the Purchase Agreement are deemed
to be at a price equal to or in excess of the greater of book or market value of the common stock as calculated in accordance with
the applicable rules of the NYSE American.
On July 24, 2020, and after issuing
shares of its common stock equal to the Exchange Cap, the Company notified Lincoln Park in writing that it was terminating
the Purchase Agreement, effective July 27, 2020. The Company issued an aggregate of 20,288,840 shares of its common stock to
Lincoln Park pursuant to the Purchase Agreement and the related prospectus supplement, dated March 19, 2020, filed by the
Company with the SEC (the “Lincoln Park Prospectus Supplement”), consisting of: (i) 19,473,013 shares
of its common stock for total proceeds of approximately of $25,228,437; and (ii)
815,827 shares of its common stock issued to Lincoln Park as commitment shares having a value of approximately
$1,305,324. The Company filed with the SEC supplement no. 1 to the Lincoln Park Prospectus Supplement, dated July 29,
2020, to terminate the offering of approximately $23,466,239 of unsold shares of the Company’s common stock, which the
Company reallocated to the July ATM Prospectus Supplement and the Equity Distribution Agreement, as amended.