Current Report Filing (8-k)
October 22 2020 - 04:06PM
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 19, 2020
iBio, Inc.
(Exact name of
registrant as specified in charter)
Delaware
(State or other
jurisdiction of incorporation)
001-35023
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26-2797813
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value per share
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IBIO
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NYSE
American
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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. ¨
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On October 19,
2020, Philip K. Russell, M.D., a member of the Board of Directors (the “Board”) of iBio, Inc. (the “Company”)
and Chair of the Science and Technology Committee of the Board (the “S&T Committee”) notified the Board of his
resignation as a director to the Company's Board for personal health reasons, effective immediately. Dr. Russell’s resignation
was not due to any disagreement with the Board or any matter relating to its operations, policies or practices.
In order to achieve
a more equal balance of membership among the Company’s three classes of directors following Dr. Russell’s resignation,
the Board determined that one of its members should be reclassified from Class III (with a term expiring at the Company’s
2020 annual meeting of stockholders) to Class II (with a term expiring at the Company’s 2022 annual meeting of stockholders).
Accordingly, on October 22, 2020, Alexandra Kropotova, M.D. agreed to resign from her position as a Class III director subject
to her immediate reappointment as a Class II director. The Board accepted Dr. Kropotova’s resignation and immediately
reappointed her as a Class II director and as a member of the S&T Committee. The resignation and reappointment of Dr. Kropotova
was effected solely to rebalance the Board classes and for all other purposes, Dr. Kropotova’s service on the Board
is deemed to have continued uninterrupted.
Following Dr. Kropotova’s
reappointment as a Class II director, the Board decreased the number of authorized directors from ten to nine.
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 22,
2020
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By:
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/s/ Thomas F. Isett
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Name:
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Thomas F. Isett
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Title:
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Chairman
and Chief Executive Officer
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