Current Report Filing (8-k)
October 05 2020 - 08:01AM
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): October 1,
2020
iBio, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35023 |
26-2797813 |
(Commission File Number) |
(IRS Employer Identification
No.) |
8800 HSC Parkway
Bryan, TX 77807
(Address of principal executive offices and zip code)
(979) 446-0027
(Registrant’s telephone number including area code)
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common Stock, $0.001 par value per
share |
IBIO |
NYSE American |
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).
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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 5.02. |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Effective October 1, 2020, the Board of Directors (the “Board”) of
iBio, Inc. (the “Company”) appointed John Delta as the Company’s
principal accounting officer.
Mr. Delta, age 58, has served as a consultant to the Company since
July 13, 2020. Mr. Delta also serves (from November 2016 to the
present) as Managing Partner, Mid-Atlantic of TechCXO LLC, a
professional services firm that provides experienced, C-Suite
professionals to deliver strategic and functional consulting
services. From February 2011 to June 2016, he served as Chief
Operating Officer of Management CV Inc., where he was responsible
for all operational aspects of the business, including HR, Product
Management, E-Commerce, Global Research and day to day Operations.
From February 2010 to February 2011, Mr. Delta served as
Co-Founder/Chief Financial Officer of JJAB Holdings, LLC, where he
was responsible for Finance and Operations for this
private-equity-backed startup in the direct response marketing
space. He also served as Chief Financial Officer of Edison
Worldwide, LLC from December 2008 to January 2010, where he led all
accounting and strategic finance initiatives for this high growth
Direct Response Marketing firm. From March 2006 to October 2008,
Mr. Delta served as Chief Financial Officer of DoublePositive
Marketing Group, Inc., where he built the accounting and finance
functions for this high growth VC-backed firm. From October 2003 to
December 2005, he served as Executive Vice President and Chief
Operating Officer of Hemscott Group, PLC, a private-equity-backed
roll-up in the financial information space. Mr. Delta led
post-merger integration and operations for this global firm (US, UK
and India) and he was instrumental in developing the successful
exit strategy of splitting the firm in two and selling the retail
component to Morningstar and the institutional piece to KKR. Mr.
Delta also served as Vice President, General Manager of The Nasdaq
Stock Market for almost 10 years, where he developed the business
plan for, and then ran, the e-commerce group. Prior to working at
Nasdaq, Mr. Delta worked as an Associate at McKinsey & Co.
where he primarily worked with the Financial Institutions Group on
strategic technology engagements and as a Manager at Deloitte &
Touche where he focused on Financial Services. Mr. Delta holds a
B.A. and a Master of Business Administration (MBA) from the
University of Virginia.
Since July 2020, Mr. Delta has been providing financial consulting
services to the Company under a Consulting and Services Agreement
by and between the Company and TechCXO LLC, dated July 8, 2020 (the
“Consulting Agreement”). Pursuant to the Consulting Agreement, the
Company will pay Mr. Delta for his services as the Company’s
principal accounting officer at an hourly rate expected to
represent approximately $30,000 per month, and to reimburse any
reasonable out-of-pocket business expenses incurred by Mr. Delta in
performing the services. A copy of the Consulting Agreement is
attached hereto as Exhibit 10.1 to this Current Report on Form
8-K.
The Company will also provide Mr. Delta with directors' and
officers' liability insurance and indemnification as set forth in
an Indemnification Agreement by and between the Company and Mr.
Delta (the “Indemnification Agreement”). A copy of the
Indemnification Agreement is attached hereto as Exhibit 10.2 to
this Current Report on Form 8-K.
There are no family relationships between Mr. Delta and any
director or executive officer of the Company, and neither has any
direct or indirect material interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing descriptions of the Consulting Agreement and the
Indemnification Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of each
such document filed as Exhibit 10.1 and Exhibit 10.2, respectively,
to this Current Report on Form 8-K and incorporated herein by
reference.
On October 1, 2020, the Company received written notice from the
NYSE American LLC stating that the Company had regained compliance
with all of the NYSE American LLC continued listing standards set
forth in Part 10 of the NYSE American Company Guide (“Company
Guide”). Specifically, the Company has resolved the continued
listing deficiency with respect to Section 1003(a)(i), Section
1003(a)(ii) and Section 1003(a)(iii) of the Company Guide
referenced in the NYSE American LLC’s letters dated October 16,
2019 and December 9, 2019 by meeting the requirements of the $50
million market capitalization exemption in Section 1003(a) of the
Company Guide from the stockholders’ equity requirements.
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Item 9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits.
The following exhibits are filed with this Current Report on Form
8-K:
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: October 5, 2020 |
By: |
/s/ Thomas F. Isett |
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Name: |
Thomas F.
Isett |
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Title: |
Chairman and Chief
Executive Officer |
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