Current Report Filing (8-k)
November 25 2020 - 05:11PM
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): November 25,
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
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| (Commission
File Number) |
(IRS
Employer Identification No.) |
8800 HSC Parkway
Bryan, Texas 77807
(Address of principal executive offices and zip code)
(979) 446-0027
(Registrant’s telephone number including area code)
N/A
(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:
| |
¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
| |
¨ |
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12) |
| |
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
¨ |
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:
| |
|
|
|
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. ¨
| Item 1.01. |
Entry into a Material Definitive
Agreement. |
On November 25, 2020, IBio, Inc., a Delaware corporation, (the
“Company”), entered into a Controlled Equity OfferingSM
Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald
& Co. (“Cantor Fitzgerald”) to sell shares of the Company’s
common stock, par value $0.001 per share, from time to time,
through an “at the market offering” program having an aggregate offering price of up
to $100,000,000 through which Cantor Fitzgerald will act as
sales agent (the “Sales Agent ”). The issuance and sale, if any, of common
stock by the Company under the Sales Agreement is subject to the
effectiveness of the Company’s registration statement on Form S-3
(File No. 333-250973) (the “Registration Statement”), filed with
the Securities and Exchange Commission on November 25, 2020. The
Company makes no assurances as to whether the Registration
Statement will become effective or, if it does become effective, as
to the continued effectiveness of the Registration
Statement.
Under the Sales Agreement, the Company will set the parameters for
the sale of shares of common stock, including the number of shares
to be issued, the time period during which sales are requested to
be made, limitation on the number of shares that may be sold in any
one trading day and any minimum price below which sales may not be
made. Subject to the terms and conditions of the Sales Agreement,
the Sales Agent may sell the shares by methods deemed to be an “at
the market offering” as defined in Rule 415(a)(4) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”),
including sales made directly on the NYSE American LLC (the “NYSE
American”) or on any other existing trading market for the
common stock. In addition, with the Company’s prior written
approval, the Sales Agent may also sell shares by any other method
permitted by law, including in negotiated transactions.
The Sales Agent will use commercially reasonable efforts in
conducting such sales activities consistent with its normal trading
and sales practices, applicable state and federal laws, rules and
regulations and the rules of the NYSE American. The Sales Agreement
may be terminated by the Company upon written notice to the Sales
Agent for any reason or by the Sales Agent upon written notice to
the Company for any reason or at any time under certain
circumstances, including but not limited to the occurrence of a
material adverse change in the Company.
The Sales Agreement provides that the Sales Agent will be entitled
to compensation for their services in acting as agent and/or
principal in the sale of the common stock. The Sales Agent will be
entitled to compensation in an amount up to 3.0% of the gross sales
price of all common stock sold through the Sales Agent as agent
under the Sales Agreement. The Company has also agreed to reimburse
a portion of Cantor Fitzgerald’s expenses, including legal fees, in
connection with this offering up to a maximum of $50,000.
The Company has no obligation to sell any shares under the Sales
Agreement and may at any time suspend solicitation and offers under
the Sales Agreement. The Sales Agreement contains customary
representations, warranties and agreements by the Company,
indemnification obligations of the Company and the Sales Agent,
other obligations of the parties and termination provisions.
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed herewith as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated herein by
reference. The Sales Agreement was initially filed as Exhibit 1.1
to the Registration Statement.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the securities
discussed herein, nor shall there be any sale of such securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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Item 1.02.
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Termination of a Material Definitive Agreement.
|
The Company previously entered into an Equity Distribution
Agreement, dated June 17, 2020, as amended by Amendment No. 1
thereto, dated July 29, 2020 (the “Equity Distribution Agreement”),
with UBS Securities LLC, as sales manager (“UBS Securities”),
pursuant to which the Company issued shares of its common stock in
sales deemed to be an “at the market offering” as defined in
Rule 415(a)(4) promulgated under the Securities Act. On
November 25, 2020, the Company notified UBS Securities in writing
that it was terminating, effective November 25, 2020, the Equity
Distribution Agreement. In total, the Company issued and sold an
aggregate of 30,184,399 shares of common stock for gross proceeds
of approximately $72 million pursuant to the Equity Distribution
Agreement.
|
Item 9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits.
The following exhibit is filed with this Current Report on Form
8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
| Date:
November 25, 2020 |
IBIO,
INC. |
| |
(Registrant) |
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|
|
|
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By: |
/s/ Thomas F.
Isett |
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Name: |
Thomas
F. Isett |
| |
|
Title: |
Chief
Executive Officer |
