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 14,
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).
Emerging
growth company ¨
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 14, 2020, the Board of Directors (the “Board”) of
iBio, Inc. (the “Company”) elected Dr. Linda Armstrong as a Class
II Director of the Board and Dr. Alexandra Kropotova and Gary
Sender as Class III Directors of the Board. In connection with the
election of Dr. Armstrong, Dr. Kropotova and Mr. Sender, the size
of the Board was increased to ten (10) members. Dr. Armstrong and
Dr. Kropotova were appointed to the Company’s newly formed Science
and Technology Committee of the Board. Mr. Sender was appointed to
the Audit Committee of the Board and will replace Mr. Glenn Chang
as the Chairman of the Audit Committee and was also appointed to
serve as a member of the Compensation Committee of the Board. Each
Class of directors is up for re-election every three (3) years.
Class II Directors are next up for election at the Company’s 2022
annual meeting of stockholders and Class III directors are next up
for election at the Company’s 2020 annual meeting of stockholders,
which will be held on December 9, 2020. Each of their terms as a
director will continue until such time as their successor is duly
elected and qualified or until their earlier resignation or
removal.
Each of the new directors will receive compensation that includes
$40,000 in annual fees in cash compensation payable quarterly, and
nonqualified stock options to purchase 100,000 shares of the
Company’s common stock, par value $0.001 per share, to vest in
equal monthly installments over a 36 month period, issued pursuant
to the iBio, Inc. 2018 Omnibus Incentive Compensation Plan. Each of
the directors will enter into a stock option agreement in
connection with the option grants. A brief description of the
qualifications and experiences of each of Dr. Armstrong, Dr.
Kropotova and Mr. Sender is below.
Linda W. Armstrong, M.D.
Dr. Armstrong is an accomplished biopharmaceutical executive with
more than 20 years of experience in respiratory diseases and
therapeutics. Since 2016, she has served as the Global Head of the
Respiratory Development Unit at Novartis (SWX:NOVN), where she is
responsible for the development of therapies to treat patients with
respiratory and allergic conditions. Dr. Armstrong served in a
variety of roles at Novartis since 2007, including the Head of
Clinical Development & Medical Affairs, Cell and Gene Therapy
and Global Head of Patient Safety. Prior to joining Novartis, she
served as Medical Safety Director and subsequently as Senior
Director, Medical Affairs at Pfizer, Inc. (NYSE:PFE). Dr. Armstrong
also served as Group Director, Respiratory Diseases at the Schering
Plough Research Institute. As a Board-Certified Pulmonologist and
Internist, Dr. Armstrong served on the faculty of New York
University Medical Center prior to joining Schering-Plough. She
received her medical degree from Yale University School of
Medicine, New Haven, Connecticut; and her Bachelor’s Degree from
Harvard University, Cambridge, Massachusetts.
Alexandra Kropotova, M.D.
Dr. Kropotova is a biopharmaceutical executive with expertise in
all phases of global clinical development, translational medicine
and medical affairs. Since 2016, she has served as Vice President,
Global Specialty R&D, Respiratory & Inflammation
Therapeutic Area at Teva Pharmaceuticals (TASE:TEVA), where she
leads the design and execution of global clinical development
programs, the majority of which are biologic candidates for
pulmonary, chronic inflammatory or autoimmune indications. Prior to
joining Teva, Dr. Kropotova served in various roles at Sanofi
(EPA:SAN), including Vice President, Strategy & Strategic
Planning Head, North American Medical Affairs; Associate Vice
President and subsequently Vice President, Immuno-Inflammation,
Global R&D; and Senior Medical Director, Respiratory, Allergy
& Anti-Infectives. Prior to joining Sanofi, she served in
various roles at Pfizer Inc. (NYSE:PFE), most recently as Director
& Head of Global Clinical Respiratory and Analgesics. Dr.
Kropotova received her Master of Business Administration Degree
from Ohio University Graduate School of Business, Athens, Ohio; and
her Medical Degree in Internal Medicine from the Vladivostok State
Medical University, Vladivostok, Russia.
Gary Sender
Mr. Sender is a senior executive and board member with more than 25
years of financial leadership experience at both large,
multi-national pharmaceutical and early-stage biotechnology
companies. He is currently CFO of Nabriva Therapeutics
(NASDAQ:NBRV), a biopharmaceutical company engaged in the
commercialization and development of novel antibiotics to treat
serious infections. Prior to joining Nabriva, Mr. Sender was
Synergy Pharmaceuticals’ Executive Vice President and Chief
Financial Officer. Mr. Sender previously served as Shire Plc’s
Chief Financial Officer and Vice President of Finance &
Administration, and subsequently as its Senior Vice President of
Finance. Mr. Sender currently serves on the Board of Directors of
Schrödinger, Inc. (NASDAQ:SDGR) and chairs its Audit and
Compensation Committees. He also serves on the Board of Directors
of Harmony BioSciences Inc. (NASDAQ:HRMY) and chairs its Audit
Committee. He holds a bachelor’s degree in Finance and Information
Systems from Boston University and a Master of Business
Administration with a concentration in Finance from Carnegie Mellon
University.
There are no family relationships between any of the above named
directors and any other director or executive officer of the
Company, and no director named herein has any direct or indirect
material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
On October 14, 2020 and October 15, 2020, the Company issued three
press releases announcing the appointment of each of Dr. Linda W.
Armstrong, Dr. Alexandra Kropotova and Mr. Gary Sender,
respectively. A copy of each of the press releases is attached
hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are
incorporated herein by reference.
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Item
9.01. |
Financial
Statements and 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 16, 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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