Filed Pursuant
to Rule 424(b)(5)
Registration Statement No. 333-250973
The
information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to
these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement
and the accompanying base prospectus do not constitute an offer to sell these securities and we are not soliciting offers to buy
these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED DECEMBER 7, 2020
PROSPECTUS
SUPPLEMENT
(To Prospectus dated December 7, 2020)
Shares
Common
Stock
We
are offering shares of our common stock.
Our
common stock is listed on the NYSE American LLC, or the NYSE American, under the symbol “IBIO.” On December 4, 2020,
the last reported sales price of our common stock on the NYSE American was $1.49 per share.
The
underwriter has agreed to purchase our common stock from us at a price of $ per
share which will result in approximately $ of
proceeds to us, before offering expenses, and assuming no exercise by the underwriter of the option described below. The underwriter
may offer the shares of common stock from time to time for sale in one or more transactions on the NYSE American, in the over-the-counter
market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices subject to receipt and acceptance by it and subject to its right to reject any order in
whole or in part.
Investing
in our securities involves certain risks. See “Risk Factors” beginning on page S-4 of this prospectus supplement
and in the accompanying base prospectus, and in the other documents that are incorporated by reference and any related free writing
prospectus, for certain risks you should consider. You should read the entire prospectus supplement and the accompanying base
prospectus, including any information incorporated by reference, carefully before you make your investment decision.
We
have granted the underwriter a 30-day option to purchase up to additional
shares of common stock from us. If the underwriter exercises the option in full, the total proceeds to us, before offering expenses,
will be approximately $ .
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The
underwriter expects to deliver the shares of common stock to purchasers on or about December , 2020.
Sole
Book-Running Manager
Cantor
Prospectus
Supplement dated December , 2020.
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying base prospectus relate to an offering of shares of our common stock. Before buying
any of the common stock that we are offering, we urge you to carefully read this prospectus supplement
and the accompanying base prospectus, together with the information incorporated by reference as described under the headings
“Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this
prospectus supplement. These documents contain important information that you should consider when making your investment decision.
Unless the context otherwise requires, references in this prospectus supplement to “iBio,” “the company,”
“we,” “us,” “our” and similar references refer to iBio, Inc., an entity incorporated under
the laws of the State of Delaware, and where appropriate our consolidated subsidiaries.
This
document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock
and also adds to, updates and changes information contained in the accompanying base prospectus and the documents incorporated
by reference. The second part is the accompanying base prospectus, which gives more general information. Generally, when we refer
to this prospectus, we are referring to both parts of this document combined. To the extent the information contained in this
prospectus supplement differs from or conflicts with the information contained in the accompanying base prospectus or any document
incorporated by reference, the information in this prospectus supplement will control. If any statement in one of these documents
is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference
into this prospectus supplement and the accompanying base prospectus—the statement in the document having the later date
modifies or supersedes the earlier statement.
We
have not, and the underwriter has not, authorized anyone to provide you with information different from that which is contained
in or incorporated by reference in this prospectus supplement, the accompanying base prospectus and in any free writing prospectus
that we may authorize for use in connection with this offering. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give to you. No one is making offers to sell or seeking offers to
buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained
in this prospectus supplement is accurate as of the date on the front cover of this prospectus supplement only and that any information
we have incorporated by reference or included in the accompanying base prospectus is accurate only as of the date given in the
document incorporated by reference or as of the date of the prospectus, as applicable, regardless of the time of delivery of this
prospectus supplement, the accompanying base prospectus, any related free writing prospectus, or any sale of our common stock.
Our business, financial condition, results of operations and prospects may have changed since those dates.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference into this prospectus supplement or the accompanying base prospectus were made solely
for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current state of our affairs.
This
prospectus supplement, the accompanying base prospectus and the information incorporated herein and therein by reference include
trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included
or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus
are the property of their respective owners.
SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement contains “forward-looking statements” that involve risks and uncertainties. Our actual results
could differ materially from those discussed in the forward-looking statements. The statements contained in this prospectus supplement
that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,”
“believe,” “can,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “project,” “seek,” “should,”
“strategy,” “target,” “will,” “would” and similar expressions or variations intended
to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information
currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors
that could cause actual results and the timing of certain events to differ materially from future results expressed or implied
by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to,
those identified below and those discussed in the section of the prospectus titled “Risk Factors.” Furthermore,
such forward-looking statements speak only as of the date of this prospectus supplement. Except as required by law, we undertake
no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Please
consider our forward-looking statements in light of those risks as you read this prospectus supplement and the documents incorporated
by reference into this prospectus supplement. It is not possible for our management to predict all risks, nor can we assess the
impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not
place undue reliance on these forward-looking statements.
You
should not assume that the information contained in this prospectus supplement is accurate as of any date other than as of the
date of this prospectus supplement and that any information incorporated by reference into this prospectus supplement is accurate
as of any date other than the date of the document so incorporated by reference. Except as required by law, we assume no obligation
to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those
anticipated in these forward-looking statements, even if new information becomes available in the future. Thus, you should not
assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect,
actual results may vary materially from what we anticipate. All subsequent written and oral forward-looking statements
attributable to us or individuals acting on our behalf are expressly qualified in their entirety by these cautionary statements. Before
purchasing any shares of common stock, you should consider carefully all of the factors set forth or referred to in this
prospectus supplement and the documents incorporated by reference that could cause actual results to differ.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights certain information about us, this offering and selected information contained in this prospectus supplement.
This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest
in our common stock. For a more complete understanding of our company and this offering, we encourage you to read and consider
the more detailed information in this prospectus supplement, including “Risk Factors” section beginning on page S-4
and the financial statements and related notes and other documents or information included or incorporated by reference in this
prospectus supplement before making an investment decision. Unless we specify otherwise, all references in this prospectus supplement
to “iBio,” “we,” “our,” “us” and “our company” refer to iBio Inc.,
a Delaware corporation.
Business
Overview
We
are a biotechnology company and biologics contract development and manufacturing organization (“CDMO”). We apply our
licensed and owned technologies to develop novel products to fight fibrotic diseases, cancers, and infectious diseases. We use
our FastPharming® Development and Manufacturing System (the “FastPharming System”)
to increase “speed-to-clinic” for new candidates. We are also using the FastPharming System to create
proteins and bioinks for research and further manufacturing uses in a variety of R&D applications, including 3D-bioprinting.
In addition, we make the FastPharming System available to clients on a fee-for-service basis for the rapid, scalable,
eco-friendly production of high-quality proteins.
During
the quarter ended September 30, 2020, we operated in two segments: (i) our CDMO segment, operated via our subsidiary iBio
CDMO LLC, a Delaware limited liability company (“iBio CDMO”), and (ii) our biologics development and licensing
activities, conducted within iBio, Inc. In the past, our primary focus was the CDMO business, pursuant to which iBio CDMO
provided manufacturing services to collaborators and third-party customers as well as used for development of our own product
candidates. However, during the second half of 2020 and subsequent to year end, we shifted our primary focus to our biologics
development programs, including new vaccines and therapeutics.
Our
current platforms and programs include: (i) CDMO services using our licensed and owned FastPharming System and GlycaneeringTM Services;
(ii) the development of therapeutics, for which we intend to conduct preclinical and clinical trials; (iii) the development of
vaccines, for which we intend to conduct preclinical and clinical trials, and (iv) the production of proteins for research and
further manufacturing use in 3D-bioprinting and other applications. We are developing a portfolio of technologies, products, and
services driven by the following platforms and programs, which we intend to use individually, and in combination:
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o
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Process development and manufacturing of protein
products in hydroponically-grown, transiently-transfected plants, (typically Nicotiana benthamiana, a relative
of the tobacco plant) via utilization of our proprietary expression technologies, GlycaneeringTM Services,
and production know-how (the FastPharming System) deployed in our 130,000 square-foot manufacturing facility
in Bryan, Texas.
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o
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“Factory Solutions” for the clients
who seek to insource biologics manufacturing using the FastPharming System and instead of outsourcing production
to iBio CDMO.
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o
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Treatments for fibrotic diseases, including a
fusion of the endostatin-derived E4 antifibrotic peptide to the hinge and heavy chain of human IgG1 (“IBIO-100”,
formerly described as “CFB-03”) for systemic scleroderma (for which we have received orphan drug designation),
idiopathic pulmonary fibrosis, and related conditions.
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o
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An ACE2-Fc fusion protein as a treatment for COVID-19
and, prospectively, other diseases emanating from the Coronaviridae family, in-licensed from Planet Biotechnology, Inc.
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o
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A novel virus-like particle antigen being designed
for use in a vaccine candidate targeting the SARS-CoV-2 virus (“IBIO-200”).
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o
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The lichenase (“LicKMTM”)-subunit
vaccine for COVID-19 (“IBIO-201”).
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o
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An E2 antigen, in combination with a selected
adjuvant, for vaccination of pigs against classical swine fever (“IBIO-400”).
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·
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Research & Bioprocess Products
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o
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Protein scaffolds for use as bioinks in the development
of 3D-bioprinted tissues and organs.
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o
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Cytokines and growth factors for cell culture
applications.
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o
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Biomaterials for a range of life
science research, development, and bioprocessing applications.
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Corporate
Information
We
are a Delaware corporation. Our principal executive/administrative offices are located at 8800 HSC Parkway, Bryan, Texas 77807-1107,
and our telephone number is (979) 446-0027. Our website address is http://www.ibioinc.com. We
make available free of charge on our website our annual, quarterly and current reports, including amendments to such reports,
as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Information
on or accessed through our website is not incorporated into this prospectus supplement or the accompanying base prospectus and
is not a part of this prospectus supplement or the accompanying base prospectus. Our common stock is listed on the NYSE American
under the symbol “IBIO.”
THE OFFERING
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Common stock offered by
us pursuant to this prospectus supplement
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shares
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Common stock outstanding
immediately following this offering
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shares
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Option to purchase additional
shares of our common stock
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We have granted the underwriter
an option for a period of 30 days from the date of this prospectus supplement to purchase up to additional
shares.
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Use of Proceeds
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We currently intend to use the net proceeds from this offering to accelerate development of our biotherapeutic and vaccine candidates,
in-licensing of biopharmaceutical assets, including, but not limited to, those in oncology, fibrotic, and infectious diseases, and working
capital needs and for other general corporate purposes, including acquisitions and investments in other businesses.Pending these uses, we expect to invest the net proceeds in short-term,
investment-grade, interest-bearing instruments and U.S. government securities. See “Use of Proceeds” on page S-6 of
this prospectus supplement.
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Risk Factors
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You should read the “Risk Factors”
section on page S-4 of this prospectus supplement, the accompanying base prospectus and in the documents incorporated
by reference in this prospectus supplement and the accompanying base prospectus for a discussion of factors to consider before
deciding to purchase shares of our common stock.
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NYSE American trading symbol
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IBIO
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The
number of shares of our common stock that will be outstanding immediately after this offering as shown above is based on 180,317,751
shares outstanding as of September 30, 2020. The number of shares outstanding as of September 30, 2020 as used throughout this
prospectus supplement, unless otherwise indicated, excludes:
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·
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3,485,815 shares of our common stock issuable
upon the exercise of outstanding stock options with a weighted average exercise price of $1.20 per share;
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·
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39,950 shares of our common stock issuable upon
the vesting of certain outstanding restricted stock units; and
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·
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2,973,035 shares of our common stock reserved
for future issuance under our equity incentive plans.
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RISK FACTORS
Investing
in our common stock involves a high degree of risk, and you should be able to bear the complete loss of your investment. You should
consider carefully the risks described below and those described under the section captioned “Risk Factors” contained
in our most recent Annual Report on Form 10-K and 10-K/A for the fiscal year ended June 30, 2020, any subsequent Annual Reports
on Form 10-K, any subsequent Quarterly Reports on Form 10-Q, and all other information contained or incorporated by reference
into this prospectus supplement before deciding whether to purchase any of the shares of common stock being offered under this
prospectus supplement. If any of the risks actually occur, our business, consolidated financial condition or results of operations
could be adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part
of your investment. Our actual results could differ materially from those anticipated in the forward-looking statements made throughout
this prospectus supplement or the documents incorporated by reference into this prospectus supplement as a result of different
factors, including the risks we face described below.
Risks Related
to this Offering
Our management
will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.
Our
management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from this
offering, if any, for operating costs, including working capital needs and for other general corporate purposes including acquisitions
and investments in other businesses. Our management will have considerable discretion in the application of the net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
The net proceeds, if any, may be used for corporate purposes that do not improve our operating results or enhance the value of
our common stock. The failure of our management to use these funds effectively could have a material adverse effect on our business,
cause the market price of our common stock to decline and impair the commercialization of our products and/or delay the development
of our product candidates. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade,
interest-bearing instruments and U.S. government securities. These investments may not yield a favorable return to our stockholders.
If you
purchase shares of our common stock sold in this offering, you may experience immediate and substantial dilution in the net tangible
book value of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may
result in additional dilution to investors.
The
price per share of our common stock being offered may be higher than the net tangible book value per share of our outstanding
common stock prior to this offering, which may result in new investors in this offering will incur immediate dilution. To the
extent outstanding stock options or warrants are exercised, there will be further dilution to new investors. See the section entitled
“Dilution” below for a more detailed discussion of the dilution you will incur if you purchase shares of our common
stock in this offering.
Our need
for future financing may result in the issuance of additional securities which will cause investors to experience dilution.
Our
cash requirements may vary from those now planned depending upon numerous factors, including the results of future research and
development activities. We expect our expenses to increase if and when we initiate and conduct clinical trials, and seek marketing
approval for our product candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect
to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly,
we will need to obtain substantial additional funding in connection with our continuing operations. There are no other commitments
by any person for future financing. Our securities may be offered to other investors at a price lower than the price per share
offered to current stockholders, or upon terms which may be deemed more favorable than those offered to current stockholders.
In addition, the issuance of securities in any future financing may dilute an investor’s equity ownership and have the effect
of depressing the market price for our securities, including shares of our common stock. Moreover, we may issue derivative securities,
including options and/or warrants, from time to time, to procure qualified personnel or for other business reasons. The issuance
of any such derivative securities, which is at the discretion of our board of directors, may further dilute the equity ownership
of our stockholders.
We
may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors
in this offering, and investors purchasing shares of our common stock or other securities in the future could have rights superior
to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible
or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in
this offering. No assurance can be given as to our ability to procure additional financing, if required, and on terms deemed favorable
to us. To the extent additional capital is required and cannot be raised successfully, we may then have to limit our then current
operations and/or may have to curtail certain, if not all, of our business objectives and plans.
We have additional
securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.
Our
certificate of incorporation, as amended, authorizes the issuance of 275,000,000 shares of our common stock and 1,000,000 shares
of preferred stock. In certain circumstances, the common stock, as well as the awards available for issuance under our equity
incentive plans, can be issued by our board of directors, without stockholder approval. Any future issuances of such stock would
further dilute the percentage ownership of us held by holders of preferred stock and common stock. In addition, the issuance of
certain securities, including pursuant to the terms of our stockholder rights plan, may be used as an “anti-takeover”
device without further action on the part of our stockholders, and may adversely affect the holders of the common stock.
We
may not have a sufficient number of authorized shares of common stock for issuance in the future, which could adversely affect
our financial position and need for additional capital.
Our
certificate of incorporation, as amended (“certificate of incorporation”), authorizes the issuance of up to 275,000,000
shares of our common stock and 1,000,000 shares of our preferred stock. Our board of directors
has adopted a resolution approving and recommending to our stockholders for their approval at our annual meeting of stockholders
to be held on December 9, 2020 (the “2020 Annual Meeting”), a proposed amendment to our certificate of incorporation
to effect an increase in the number of shares of our authorized common stock from the 275,000,000 shares that are currently authorized
for issuance pursuant to our certificate of incorporation to a total of 425,000,000 shares of common stock. Such amendment will
be effected if our stockholders approve the proposal and only in the event that our board of directors still deems it advisable.
Our
board of directors proposed and recommended increasing the number of shares of our authorized common stock because it believes
it is in our best interest and the best interest of our stockholders. The increase will provide us with flexibility in completing
financing and capital raising transactions, which may be necessary for us to execute our future business plans. Other possible
business and financial uses for the additional shares of common stock include, without limitation, attracting and retaining employees
by the issuance of additional securities, and other transactions and corporate purposes that our board of directors may deem are
in our best interest. We could also use the additional shares of common stock for potential strategic transactions, including,
among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments.
Of
our 275,000,000 shares of currently authorized common stock, 182,108,086 shares were outstanding as of December 4, 2020, and after
taking into account (i) shares underlying outstanding warrants and options, and (ii) the reservation of shares of our
common stock for issuance under our stock incentive plans, assuming the iBio, Inc. 2020 Omnibus Incentive Plan is adopted
at the 2020 Annual Meeting, approximately 57,364,949 of the 275,000,000 shares authorized in our certificate of incorporation
would be available for issuance. No assurance can be given that the proposed amendment to our certificate of incorporation will
be approved by the stockholders. As of the date of this prospectus we do not yet have sufficient votes approving the proposed
amendment. Although we currently have a sufficient number of authorized and unissued shares of common stock to complete this offering
(including the issuance of any shares if the underwriter exercises its option in full to purchase additional shares) and to issue shares under our stock incentive plans, if our stockholders do not approve the proposal at the 2020 Annual
Meeting to increase our authorized shares of common stock, we may not
have a sufficient number of authorized shares of common stock for issuance in the future, which could adversely affect our financial
position and need for additional capital.
USE OF PROCEEDS
We
estimate that the net proceeds from the sale of the shares of common stock that we are offering will be approximately $ million,
or approximately $ million if the underwriter exercises
in full its option to purchase up to additional shares
of common stock, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
We
currently intend to use the net proceeds from this offering to accelerate development of our biotherapeutic and vaccine
candidates, in-licensing of biopharmaceutical assets, including, but not limited to, those in oncology, fibrotic, and
infectious diseases, and working capital needs and for other general corporate purposes, including acquisitions and
investments in other businesses. Pending these uses, we expect to invest the net proceeds in short-term, investment-grade,
interest-bearing instruments and U.S. government securities. We have broad discretion in determining how the proceeds of this
offering will be used, and our discretion is not limited by the aforementioned possible uses. Our board of directors believes
the flexibility in application of the net proceeds is prudent.
As
of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to
be received from this offering. The amounts and timing of our actual expenditures will depend on numerous factors including the
progress in, and costs of, our clinical trials and other preclinical development programs and the amount of funding, if any, received
from grants. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will
be relying on the judgment of management regarding the application of the net proceeds from the offering. We may find it necessary
or advisable to reallocate the net proceeds of this offering; however, any such reallocation would be substantially limited to
the categories set forth above as we do not intend to use the net proceeds for other purposes. Pending such uses set forth above,
we plan to invest the net proceeds in short-term, investment-grade, interest-bearing instruments and U.S. government securities.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common stock and we do not currently intend to pay any cash dividends on
our common stock in the foreseeable future. We expect to retain all available funds and future earnings, if any, to fund the development
and growth of our business. Any future determination to pay dividends, if any, on our common stock will be at the discretion of
our board of directors and will depend on, among other factors, the terms of any outstanding preferred stock, our results of operations,
financial condition, capital requirements and contractual restrictions.
DILUTION
Purchasers
of common stock in this offering will experience immediate dilution to the extent of the difference between the public offering
price per share of common stock, and the net tangible book value per share of common stock immediately after this offering.
Our
net tangible book value as of September 30, 2020 was approximately $78,806,000, or $0.44 per share. Net tangible book value per
share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock
outstanding as of September 30, 2020. Dilution with respect to net tangible book value per share represents the difference between
the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of
our common stock immediately after this offering.
Our
pro forma net tangible book value as of September 30, 2020 was approximately $81,832,000, or $0.45 per share after giving effect
to our receipt of net proceeds of $3,026,257 from our sale of 1,790,335 shares of our common stock to pursuant to our prior equity
distribution agreement subsequent to September 30, 2020.
After
giving effect to the sale of shares of our common stock in this offering at an offering price of $ per share, and after deducting
estimated offering commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value
as of September 30, 2020 would have been approximately $ , or $ per share. This represents an immediate increase in pro forma
as adjusted net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to new investors
purchasing securities in this offering.
The
following table illustrates this per share dilution:
Public offering price per share of
common stock
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$
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Pro
Forma net tangible book value per share as of September 30, 2020
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$
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0.45
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Increase
in pro forma net tangible book value per share attributable to this offering
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$
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Pro forma as adjusted net
tangible book value per share as of September 30, 2020, after giving effect to this offering
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$
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Dilution per share to new
investors purchasing our common stock in this offering
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$
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The
table and discussion above are based on 180,317,751 shares of common stock issued and outstanding as of September 30, 2020 and
excludes as of that date:
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3,485,815 shares of our common stock issuable
upon the exercise of outstanding stock options with a weighted average exercise price of $1.20 per share;
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2,973,035 additional shares of our common stock
reserved for future issuance under our equity incentive plans; and
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39,950 shares of our common stock issued subsequent
to September 30, 2020 in connection with the vesting of certain restricted stock units.
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To
the extent that any outstanding options are exercised, new options or shares of restricted stock are issued under our equity incentive
plans, or we otherwise issue additional shares of common stock in the future, at a price less than the public offering price,
there will be further dilution to the investors. In addition, we may choose to raise additional capital due to market conditions
or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent
that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities
could result in further dilution to our stockholders.
UNDERWRITING
We
have entered into an underwriting agreement with Cantor Fitzgerald & Co., as underwriter, with respect to the common
stock being offered hereby. Subject to the terms and conditions of the underwriting agreement, the underwriter has agreed to purchase
from us the shares of common stock offered by this prospectus supplement.
The
underwriting agreement provides that the obligations of the underwriter are subject to certain conditions precedent and that the
underwriter has agreed to purchase all of the shares of common stock sold under the underwriting agreement if any of these shares
are purchased.
We
have agreed to indemnify the underwriter against specified liabilities, including liabilities under the Securities Act of 1933,
as amended (the “Securities Act”), and to contribute to payments the underwriter may be required to make in respect
thereof.
The
underwriter is offering the shares of common stock, subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriter reserves
the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Underwriting
discounts and commissions and offering expenses. The underwriter is purchasing the shares of common stock from us at $
per share (representing approximately $ aggregate proceeds
to us, before offering expenses). The underwriter may offer the shares of common stock from time to time to purchasers directly
or through agents, or through brokers in brokerage transactions on The NYSE American, or to dealers in negotiated transactions
or in a combination of such methods of sale, or otherwise, at a fixed price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices subject to receipt
and acceptance by it and subject to its right to reject any order in whole or in part. The difference between the price, at which
the underwriter purchases shares from us and the price at which the underwriter resells such shares may be deemed underwriting
compensation. If the underwriter effects such transactions by selling shares of common stock to or through dealers, such dealers
may receive compensation in the form of discounts, concessions or commissions from the underwriter and/or purchasers of shares
of common stock for whom they may act as agents or to whom they may sell as principal.
We
estimate that the total expenses of the offering payable by us, other than the underwriting discounts and commissions, will be
approximately $ million, which includes up to $50,000
that we have agreed to reimburse the underwriter for the fees incurred by the underwriter in connection with this offering.
Option
to purchase additional shares. We have granted the underwriter an option, exercisable for 30 days
from the date of this prospectus supplement, to purchase, from time to time, in whole or in part, up to an aggregate additional
shares from us at the price set forth on the cover page of this prospectus supplement.
Stabilization.
In connection with this offering, the underwriter may engage in stabilizing transactions, overallotment transactions, syndicate
covering transactions and purchases to cover positions created by short sales in accordance with Regulation M under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
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Stabilizing
transactions permit bids to purchase shares of common stock so long as the stabilizing
bids do not exceed a specified maximum, and are engaged in for the purpose of preventing
or retarding a decline in the market price of the common stock while the offering is
in progress.
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Overallotment
transactions involve sales by the underwriter of shares of common stock in excess of
the number of shares of common stock the underwriter is obligated to purchase. This creates
a short position which may be either a covered short position or a naked short position.
In a covered short position, the number of shares of common stock overallotted by the
underwriter, if any, is not greater than the number of shares of common stock that it
may purchase in the option to purchase additional shares. In a naked short position,
the number of shares of common stock involved is greater than the number of shares of
common stock in the option to purchase additional shares, if any. The underwriter may
close out any short position by exercising its option to purchase additional shares,
if any, and/or purchasing shares of common stock in the open market.
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Syndicate
covering transactions involve purchases of common stock in the open market after the
distribution has been completed in order to cover syndicate short positions. In determining
the source of shares of common stock to close out the short position, the underwriter
will consider, among other things, the price of shares of common stock available for
purchase in the open market as compared with the price at which the underwriter may purchase
shares of common stock through exercise of the option to purchase additional shares,
if any. If the underwriter sells more shares of common stock than could be covered by
exercise of the option to purchase additional shares, if any, and, therefore, has a naked
short position, the position can be closed out only by buying shares of common stock
in the open market. A naked short position is more likely to be created if the underwriter
is concerned that after pricing there could be downward pressure on the price of the
shares of common stock in the open market that could adversely affect investors who purchase
in the offering.
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These
stabilizing transactions and syndicate covering transactions may have the effect of raising or maintaining the market price of
our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common
stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriter
make any representation or prediction as to the effect that the transactions described above may have on the price of our common
stock. These transactions may be effected on The NYSE American, in the over-the-counter market or otherwise and, if commenced,
may be discontinued at any time.
Passive
market making. In connection with this offering, the underwriter may engage in passive market making
transactions in our common stock on The NYSE American in accordance with Rule 103 of Regulation M under the Exchange
Act, during a period before the commencement of offers or sales of common stock and extending through the completion of the distribution.
A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However,
if all independent bids are lowered below the passive market maker's bid that bid must then be lowered when specified purchase
limits are exceeded.
Lock-up
agreements. We, our executive officers and directors and certain of our other existing security holders have agreed not to
sell or transfer any common stock or securities convertible into or exchangeable or exercisable for common stock, for 90 days
after the date of this prospectus without first obtaining the written consent of the underwriter. Specifically, we and these other
persons have agreed not to directly or indirectly: (i) sell, offer to sell, contract to sell or lend, effect any short sale or
establish or increase a put equivalent position (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease
any call equivalent position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, hypothecate or grant any security interest
in, or in any other way transfer or dispose of, any common stock or any securities convertible into or exchangeable or exercisable
for common stock, (ii) make any demand for, or exercise any right with respect to the registration of any common stock, or the
filing of any registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) in connection
therewith, under the Securities Act, (iii) enter into any swap, hedge or any other agreement or any transaction that transfers,
in whole or in part, the economic consequence of ownership of any common stock, whether any such swap or transaction is to be
settled by delivery of common stock or other securities, in cash or otherwise, or (iv) publicly announce the intention to do any
of the foregoing.
The
restrictions described in the immediately preceding paragraph do not apply to:
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transfers
or dispositions of shares of our common stock:
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to
any trust for the direct or indirect benefit of the party subject to the lock-up restrictions
or the immediate family of such person;
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o
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by
operation of law pursuant to a qualified domestic order or in connection with a divorce
settlement;
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o
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to
any partnership, corporation or limited liability company controlled by the party subject
to the lock-up restrictions or the immediate family of such person;
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by
testate succession or intestate succession to the beneficiary of the party subject to
the lock-up restrictions;
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as
distributions to limited partners, limited liability company members or stockholders
of the party subject to the lock-up restrictions; or
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to
a corporation, partnership, limited liability company, trust or other business entity
that is a direct or indirect affiliate (as defined in Rule 405 promulgated under
the Securities Act) of the party subject to the lock-up restrictions;
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the
establishment of a trading plan pursuant to Rule 10b5-1 for the transfer of shares
of common stock, provided that such plan does not provide for the transfer of common
stock during the restricted period;
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the
transfer of shares of common stock (or any security convertible into or exercisable or
exchangeable for common stock) pursuant to a bona fide third-party tender
offer, merger, consolidation or other similar transaction made to all holders of common
stock and involving a change of control.
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This
lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for common stock.
It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing
the agreement later acquires the power of disposition.
Other
Activities and Relationships. The underwriter and certain of its affiliates are full service financial
institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriter
and certain of its affiliates may in the future perform, various commercial and investment banking and financial advisory services
for us and our affiliates, for which they will receive customary fees and expenses. In the ordinary course of their various business
activities, the underwriter and certain of its affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers, and such investment and securities activities may involve securities
and/or instruments issued by us and our affiliates. If the underwriter or its affiliates have a lending relationship with us,
they may routinely hedge their credit exposure to us consistent with their customary risk management policies. The underwriter
and its affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit default
swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the common
stock offered hereby. Any such short positions could adversely affect future trading prices of the common stock offered hereby.
The underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas
and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or
recommend to clients that they acquire, long and/or short positions in such securities and instruments. Additionally,
Cantor Fitzgerald & Co. is the agent under our Controlled Equity OfferingSM Sales Agreement, dated
November 25, 2020.
Notice
to Investors
Australia
This
prospectus supplement and the accompanying base prospectus are not a disclosure document for the purposes of Australia's Corporations
Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged
with the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set
out below. Accordingly, if you receive this prospectus supplement in Australia:
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A.
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You
confirm and warrant that you are either:
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“sophisticated
investor” under section 708(8)(a) or (b) of the Corporations Act;
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a
“sophisticated investor” under section 708(8)(c) or (d) of the
Corporations Act and that you have provided an accountant's certificate to the company
which complies with the requirements of section 708(8)(c)(i) or (ii) of the
Corporations Act and related regulations before the offer has been made;
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a
person associated with the company under Section 708(12) of the Corporations Act;
or
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“professional
investor” within the meaning of section 708(11)(a) or (b) of the Corporations
Act.
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To
the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor or professional investor under
the Corporations Act, any offer made to you under this prospectus supplement is void and incapable of acceptance.
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B.
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You warrant and agree that you will
not offer any of the shares issued to you pursuant to this prospectus supplement for
resale in Australia within 12 months of those shares being issued unless any such
resale offer is exempt from the requirement to issue a disclosure document under section 708
of the Corporations Act.
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Canada
This
prospectus supplement constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian
securities laws. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection
with the offer and sale of the common stock. No securities commission or similar regulatory authority in Canada has reviewed or
in any way passed upon this prospectus supplement or on the merits of the common stock and any representation to the contrary
is an offence.
Canadian
investors are advised that this prospectus supplement has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting
Conflicts (“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, this prospectus supplement
is exempt from the requirement that we and the underwriter(s) provide investors with certain conflicts of interest disclosure
pertaining to “connected issuer” and/or “related issuer” relationships that may exist between us and the
underwriter(s) as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.
Resale
Restrictions
The
offer and sale of the common stock in Canada is being made on a private placement basis only and is exempt from the requirement
that we prepare and file a prospectus under applicable Canadian securities laws. Any resale of the common stock acquired
by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, pursuant
to a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory
authority. These resale restrictions may under certain circumstances apply to resales of the common stock outside of Canada.
Representations
of Purchasers
Each
Canadian investor who purchases the common stock will be deemed to have represented to us and the underwriter(s) that the investor
(i) is purchasing the common stock as principal, or is deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an “accredited
investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”)
or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted
client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
Taxation
and Eligibility for Investment
Any
discussion of taxation and related matters contained in this prospectus supplement does not purport to be a comprehensive description
of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the common stock and, in
particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences
to a resident, or deemed resident, of Canada of an investment in the common stock or with respect to the eligibility of the common
stock for investment by such investor under relevant Canadian federal and provincial legislation and regulations.
Rights
of Action for Damages or Rescission
Securities
legislation in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum
(such as this prospectus supplement), including where the distribution involves an “eligible foreign security” as
such term is defined in Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions and
in Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions,
as applicable, with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the
offering memorandum, or other offering document that constitutes an offering memorandum, and any amendment thereto, contains a
“misrepresentation” as defined under applicable Canadian securities laws. These remedies, or notice with respect to
these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed under,
and are subject to limitations and defences under, applicable Canadian securities legislation. In addition, these remedies are
in addition to and without derogation from any other right or remedy available at law to the investor.
Language
of Documents
Upon
receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing
or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation
or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur Canadien
confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant
de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant,
pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.
European
Economic Area
In
relation to each member state of the European Economic Area which has implemented the Prospectus Directive, each, a Relevant Member
State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State,
which is referred to as the Relevant Implementation Date, no offer of any securities which are the subject of the offering contemplated
by this prospectus supplement has been or will be made to the public in that Relevant Member State other than any offer where
a prospectus has been or will be published in relation to such securities that has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the relevant competent
authority in that Relevant Member State in accordance with the Prospectus Directive, except that with effect from and including
the Relevant Implementation Date, an offer of such securities may be made to the public in that Relevant Member State:
a)
to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;
b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted
under the Prospectus Directive, subject to obtaining the prior consent of the representative of the underwriter for any such offer;
or
c)
to any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities
shall require us or the underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement
a prospectus pursuant to Article 16 of the Prospectus Directive.
For
the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the
securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied
in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member
State.
Hong
Kong
No
securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other
than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;
or in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.
32) of Hong Kong. No document, invitation or advertisement relating to the securities has been issued or may be issued or
may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed
at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities
laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong
Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong
and any rules made under that Ordinance.
This
prospectus supplement has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus supplement
may not be issued, circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of
the public in Hong Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities,
to confirm that he is aware of the restriction on offers of the securities described in this prospectus supplement and the relevant
offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any
such restrictions.
Israel
In
the State of Israel this prospectus supplement shall not be regarded as an offer to the public to purchase shares of common stock
under the Israeli Securities Law, 5728-1968, which requires a prospectus to be published and authorized by the Israel Securities
Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728-1968, including, inter
alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the
“Addressed Investors”); or (ii) the offer is made, distributed or directed to certain qualified investors defined
in the First Addendum of the Israeli Securities Law, 5728-1968, subject to certain conditions (the “Qualified Investors).
The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase
securities in addition to the 35 Addressed Investors. We have not and will not take any action that would require it to publish
a prospectus in accordance with and subject to the Israeli Securities Law, 5728-1968. We and the underwriter have not and will
not distribute this prospectus supplement or make, distribute or direct an offer to subscribe for our common stock to any person
within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.
Qualified
Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities
Law, 5728-1968. In particular, we may request, as a condition to be offered common stock, that Qualified Investors will each represent,
warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories
listed in the First Addendum to the Israeli Securities Law, 5728-1968; (ii) which of the categories listed in the First Addendum
to the Israeli Securities Law, 5728-1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all
provisions set forth in the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder in connection with the
offer to be issued common stock; (iv) that the shares of common stock that it will be issued are, subject to exemptions available
under the Israeli Securities Law, 5728-1968: (a) for its own account; (b) for investment purposes only; and (c) not
issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities
Law, 5728-1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors
may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter
alia, the Addressed Investor's name, address and passport number or Israeli identification number.
Japan
The
offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of
1948 of Japan, as amended), or FIEL, and the underwriter will not offer or sell any securities, directly or indirectly, in Japan
or to, or for the benefit of, any resident of Japan (which term as used herein means, unless otherwise provided herein, any person
resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering
or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
This
prospectus supplement has not been and will not be lodged or registered with the Monetary Authority of Singapore. Accordingly,
this prospectus supplement and any other document or material in connection with the offer or sale, or the invitation for subscription
or purchase of the securities may not be issued, circulated or distributed, nor may the securities be offered or sold, or be made
the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the
public in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore, or the SFA, (ii) to a relevant person as defined under Section 275(2), or any person
pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA,
or (iii) otherwise pursuant to, and in accordance with the conditions of any other applicable provision of the SFA. Where
the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
a)
a corporation (which is not an accredited investor as defined under Section 4A of the SFA) the sole business of which is
to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
or
b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an
accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and
interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Offer Shares
under Section 275 of the SFA except:
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i.
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to an institutional
investor under Section 274 of the SFA or to a relevant person defined in Section 275(2)
of the SFA, or to any person pursuant to an offer that is made on terms that such shares,
debentures and units of shares and debentures of that corporation or such rights and
interest in that trust are acquired at a consideration of not less than $200,000 (or
its equivalent in a foreign currency) for each transaction, whether such amount is to
be paid for in cash or by exchange of securities or other assets, and further for corporations,
in accordance with the conditions, specified in Section 275 of the SFA;
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ii.
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where
no consideration is given for the transfer; or
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iii.
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where
the transfer is by operation of law.
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Solely
for the purposes of its obligations pursuant to Section 309B of the SFA, we have determined, and hereby notify all relevant
persons (as defined in the CMP Regulations 2018), that the shares are “prescribed capital markets products” (as
defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Switzerland
The
securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other
stock exchange or regulated trading facility in Switzerland. This prospectus supplement has been prepared without regard to the
disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange
or regulated trading facility in Switzerland. Neither this prospectus supplement nor any other offering or marketing material
relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither
this prospectus supplement nor any other offering or marketing material relating to us, the offering or the securities have been
or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement will not be filed
with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority and the offer of
securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The
investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers
of securities.
United
Kingdom
This
prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified
investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended,
which is referred to as the Order, and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of
the Order and other persons to whom it may lawfully be communicated, each such person being referred to as a relevant person.
This
prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in
part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant
person should not act or rely on this document or any of its contents.
NYSE
American Listing
Our
common stock is listed on the NYSE American under the symbol “IBIO.”
Transfer
agent and registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. Continental Stock Transfer &
Trust Company IS located at 1 State Street, 30th floor, New York, New York 10004. Their telephone number is (212) 509-4000.
LEGAL MATTERS
The validity of the
shares of common stock offered hereby will be passed upon for us by Gracin & Marlow, LLP, New York, New York. Certain
legal matters relating to this offering will be passed upon for us by Venable LLP, Baltimore, Maryland. Cantor Fitzgerald &
Co. is being represented in connection with this offering by Cooley LLP, New York, New York.
EXPERTS
The consolidated financial
statements of iBio, Inc. and Subsidiaries as of June 30, 2020 and 2019, and for the years then ended, incorporated by reference
in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement and accompanying
base prospectus forms a part, have been audited by CohnReznick LLP, an independent registered public accounting firm, in reliance
upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This prospectus supplement
and the accompanying base prospectus form part of a registration statement we filed with the SEC. This prospectus supplement
does not contain all of the information set forth in the registration statement and the exhibits to the registration statement.
For further information with respect to us and the securities we are offering under this prospectus supplement, we refer you to
the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any agent,
underwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement
is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery
of this prospectus supplement or any sale of the securities offered by this prospectus supplement.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s
website at www.sec.gov. Additional information about us is contained at our website, www.ibioinc.com. Information
on our website is not incorporated by reference into this prospectus supplement. We make available on our website our SEC filings
as soon as reasonably practicable after those reports are filed with the SEC. The following Corporate Governance documents
are also posted on our website: Code of Business Conduct and Ethics, Insider Trading Policy and the Charters for the Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee of the board of directors.
Incorporation
of Certain Information by Reference
The SEC allows us to
“incorporate by reference” the information that we have filed with it, meaning we can disclose important information
to you by referring you to those documents already on file with the SEC. The information incorporated by reference is considered
to be part of this prospectus supplement and the accompanying base prospectus except for any information that is superseded by
other information that is included in this prospectus supplement or the accompanying base prospectus.
This filing incorporates
by reference the following documents, which we have previously filed with the SEC pursuant to the Exchange Act (other than Current
Reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):
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Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on October 13, 2020 and Annual Report on Form 10-K/A for the year ended June 30, 2020, which was filed with the SEC on October 27, 2020 (Commission File No. 001-35023);
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Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed with the SEC on November 16, 2020 (Commission File No. 001-35023);
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Current Reports on Form 8-K filed with the SEC on July
9, 2020, July
29, 2020 and August
13, 2020, October
2, 2020, October
5, 2020, October
9, 2020, October
13, 2020, October
16, 2020, October
22, 2020, November
3, 2020, November
24, 2020, November
25, 2020 and December 7, 2020 (Commission File No. 001-35023);
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Definitive Proxy Statement on Schedule 14A filed with the SEC on November 3, 2020, as amended on November 6, 2020 (Commission File No. 001-35023); and
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The description of our common stock, par value $0.001 per share, included (i) under the caption “Description of Securities” in the Prospectus forming a part of Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 24, 2019 (File No. 333-233504) and (ii) in Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the SEC on October 13, 2020.
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We also incorporate
by reference into this prospectus supplement and the accompanying base prospectus all documents (other than current reports furnished
under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the
date of this prospectus supplement but prior to the termination of this offering. These documents include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
We will provide, without
charge, to each person, including any beneficial owner, to whom this prospectus supplement and the accompanying base prospectus
are delivered, on the written or oral request of such person, a copy of any or all of the reports or documents incorporated by
reference in this prospectus supplement and the accompanying base prospectus, but not delivered with this prospectus supplement
and the accompanying base prospectus. Any request may be made by writing or telephoning us at the following address or telephone
number:
iBio, Inc.
Attention: Investor Relations
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
ir@ibioinc.com
You may also access
the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus at our website address
at https://ir.ibioinc.com/sec-filings. The other information and content contained on or linked from our website are
not part of this prospectus supplement or the accompanying base prospectus.
Any statement contained
in this prospectus supplement, the accompanying base prospectus or contained in a document incorporated or deemed to be incorporated
by reference into this prospectus supplement will be deemed to be modified or superseded to the extent that a statement contained
in this prospectus supplement or any subsequently filed supplement to this prospectus supplement, or document deemed to be incorporated
by reference into this prospectus supplement, modifies or supersedes such statement.
PROSPECTUS
$200,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may, from time to
time, offer and sell up to $200,000,000 of any combination of our common stock, preferred stock, debt securities or warrants or
units comprised of any of the foregoing securities described in this prospectus, either individually or in combination with other
securities, at prices and on terms described in one or more supplements to this prospectus. We may also offer common stock or preferred
stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or
debt securities upon the exercise of warrants. We may also authorize one or more free writing prospectuses to be provided to you
in connection with these offerings.
This prospectus describes
some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings
and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be
provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also
add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus
supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the
securities being offered.
Securities may be sold
by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus
and in the applicable prospectus supplement. If any underwriters are involved in the sale of any securities with respect to which
this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect
to receive from such sale will also be set forth in a prospectus supplement.
Our common stock is
listed on the NYSE American LLC, or the NYSE American, under the symbol “IBIO.” On November 24, 2020, the last reported
sales price of our common stock on the NYSE American was $1.47 per share.
Investing in our
securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” contained in
this prospectus and any applicable prospectus supplement and under similar sections in the other documents that are incorporated
by reference into this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December
7, 2020.
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is
part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total
dollar amount of $200,000,000 of common stock and preferred stock, various series of debt securities and/or warrants to purchase
any of such securities, either individually or in combination with other securities as described in this prospectus, including
units comprised of any combination of the foregoing securities. Each time we sell any type or series of securities under this prospectus,
we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also
authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
We may also add, update or change in a prospectus supplement or free writing prospectus any of the information contained in this
prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable
prospectus supplement, any related free writing prospectus and the documents incorporated by reference into this prospectus and
the applicable prospectus supplement, will include all material information relating to the applicable offering. You should carefully
read both this prospectus and the applicable prospectus supplement and the documents incorporated by reference into this prospectus
and any related free writing prospectus, together with the additional information described under “Where You Can Find More
Information” and “Incorporation of Certain Information By Reference,” before buying any of the securities being
offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
Neither we, nor any
agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared
by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related
free writing prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor does this prospectus, any applicable supplement to this prospectus or any related
free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume
that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents
for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents
referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement
of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find More Information.”
Except as otherwise
indicated herein or as the context otherwise requires, references in this prospectus to “iBio,” “the company,”
“we,” “us,” “our” and similar references refer to iBio, Inc., an entity incorporated under
the laws of the State of Delaware, and where appropriate our consolidated subsidiaries.
This prospectus and
the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies.
All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus
supplement or any related free writing prospectus are the property of their respective owners.
PROSPECTUS SUMMARY
This summary highlights
certain information about us, this offering and selected information contained in the prospectus. This summary is not complete
and does not contain all of the information that you should consider before deciding whether to invest in our common stock and/or
warrants. For a more complete understanding of our company and this offering, we encourage you to read and consider the more detailed
information in the prospectus, including “Risk Factors” and the financial statements and related notes. Unless we specify
otherwise, all references in this prospectus to “iBio,” “we,” “our,” “us” and “our
company” refer to iBio Inc., a Delaware corporation.
Business Overview
We are a biotechnology
company and biologics contract development and manufacturing organization (“CDMO”). We apply our licensed and owned
technologies to develop novel products to fight fibrotic diseases, cancers, and infectious diseases. We use our FastPharming® Development
and Manufacturing System (the “FastPharming System”) to increase “speed-to-clinic” for new candidates.
We are also using the FastPharming System to create proteins and bioinks for research and further manufacturing
uses in a variety of R&D applications, including 3D-bioprinting. In addition, we make the FastPharming System
available to clients on a fee-for-service basis for the rapid, scalable, eco-friendly production of high-quality proteins.
During the quarter
ended September 30, 2020, we operated in two segments: (i) our CDMO segment, operated via our subsidiary iBio CDMO LLC, a Delaware
limited liability company (“iBio CDMO”), and (ii) our biologics development and licensing activities, conducted within
iBio, Inc. In the past, our primary focus was the CDMO business, pursuant to which iBio CDMO provided manufacturing services to
collaborators and third-party customers as well as used for development of our own product candidates. However, during the second
half of 2020 and subsequent to year end, we shifted our primary focus to our biologics development programs, including new vaccines
and therapeutics.
Our current platforms
and programs include: (i) CDMO services using our licensed and owned FastPharming System and GlycaneeringTM Services;
(ii) the development of therapeutics, for which we intend to conduct preclinical and clinical trials; (iii) the development of
vaccines, for which we intend to conduct preclinical and clinical trials, and (iv) the production of proteins for research and
further manufacturing use in 3D-bioprinting and other applications. We are developing a portfolio of technologies, products, and
services driven by the following platforms and programs, which we intend to use individually, and in combination:
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Process development and manufacturing of protein products in hydroponically-grown, transiently-transfected plants, (typically Nicotiana benthamiana, a relative of the tobacco plant) via utilization of our proprietary expression technologies, GlycaneeringTM Services, and production know-how (the FastPharming System) deployed in our 130,000 square-foot manufacturing facility in Bryan, Texas.
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“Factory Solutions” for the clients who seek to insource biologics manufacturing using the FastPharming System and instead of outsourcing production to iBio CDMO.
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Treatments for fibrotic diseases, including a fusion of the endostatin-derived E4 antifibrotic peptide to the hinge and heavy chain of human IgG1 (“IBIO-100”, formerly described as “CFB-03”) for systemic scleroderma (for which we have received orphan drug designation), idiopathic pulmonary fibrosis, and related conditions.
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An ACE2-Fc fusion protein as a treatment for COVID-19 and, prospectively, other diseases emanating from the Coronaviridae family, in-licensed from Planet Biotechnology, Inc.
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A novel virus-like particle antigen being designed for use in a vaccine candidate targeting the SARS-CoV-2 virus (“IBIO-200”).
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The lichenase (“LicKMTM”)-subunit vaccine for COVID-19 (“IBIO-201”).
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An E2 antigen, in combination with a selected adjuvant, for vaccination of pigs against classical swine fever (“IBIO-400”).
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Research & Bioprocess Products
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Protein scaffolds for use as bioinks in the development of 3D-bioprinted tissues and organs.
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Cytokines and growth factors for cell culture applications.
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Biomaterials for a range of life science research, development, and bioprocessing applications.
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Corporate Information
We are a Delaware corporation.
Our principal executive/administrative offices are located at 8800 HSC Parkway, Bryan, Texas 77807-1107, and our telephone number
is (979) 446-0027. Our website address is http://www.ibioinc.com. We make available
free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably
practicable after we electronically file such material with, or furnish such material to, the SEC. Information on or
accessed through our website is not incorporated into this prospectus or the accompanying base prospectus and is not a part of
this prospectus or the accompanying base prospectus. Our common stock is listed on the NYSE American under the symbol “IBIO.”
Risks Associated with our Business
Our business is subject
to numerous risks, as described under the heading “Risk Factors” contained in the applicable prospectus supplement
and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings
in the documents that are incorporated by reference into this prospectus.
The Securities We May Offer
We may offer shares
of our common stock, preferred stock, various series of debt securities and/or warrants to purchase any of such securities either
individually or in combination with other securities including units comprised of the foregoing, with a total value of up to $200,000,000
from time to time under this prospectus at prices and on terms to be determined at the time of any offering. This prospectus provides
you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus,
we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities,
including, to the extent applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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original issue discount;
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rates and times of payment of interest or dividends;
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redemption, conversion, exercise, exchange or sinking fund terms;
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voting or other rights;
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conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and
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a discussion of material
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The prospectus supplement
and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information
contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing
prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the
registration statement of which this prospectus is a part.
We may sell the securities
directly to investors or to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the
right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters
or dealers, we will include in the applicable prospectus supplement:
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the names of those agents, underwriters or dealers;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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This prospectus may not be used to consummate
a sale of securities unless it is accompanied by a prospectus supplement.
Common Stock
We may issue shares
of our common stock from time to time. Each holder of our common stock is entitled to one vote for each share on all matters submitted
to a vote of the stockholders, including the election of directors. Under our certificate of incorporation, as amended, or certificate
of incorporation, and first amended and restated bylaws, or bylaws, our stockholders do not have cumulative voting rights. Because
of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of
the directors standing for election, if they should so choose. Subject to preferences that may be applicable to any then-outstanding
shares of preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared
from time to time by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding
up, holders of common stock are entitled to share ratably in the net assets legally available for distribution to stockholders
after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders
of any then-outstanding shares of preferred stock. Holders of common stock have no preemptive, conversion or subscription rights
and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of
the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series
of preferred stock that we may designate in the future.
Preferred Stock
We may issue shares
of our preferred stock from time to time, in one or more series. Our board of directors will determine the designations, voting
powers, preferences and rights of the preferred stock, as well as the qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund
terms and the number of shares constituting any series or the designation of any series. Convertible preferred stock will be convertible
into our common stock or exchangeable for other securities. Conversion may be mandatory or at the holder’s option and would
be at prescribed conversion rates.
If we sell any series
of preferred stock under this prospectus, we will fix the designations, voting powers, preferences and rights of such series of
preferred stock, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating
to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the
series of preferred stock that we are offering before the issuance of the related series of preferred stock. We urge you to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the
series of preferred stock being offered, as well as the complete certificate of designation establishing the terms of the applicable
series of preferred stock.
Debt Securities
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities
will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt,
to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable for our common stock or
other securities. Conversion may be mandatory or at your option and would be at prescribed conversion rates.
We may issue debt securities
under a note purchase agreement or under one or more documents called indentures, which are contracts between us and a national
banking association or other eligible party, as trustee. Unless otherwise specified in a prospectus supplement, any debt securities
issued under this prospectus will be issued under an indenture that we will enter into with the trustee named in the indenture.
In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the applicable
prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt
securities being offered, as well as the complete indentures that contain the terms of the debt securities. A form of indenture
has been filed as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and
forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration
statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants
We may issue warrants
for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently
or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these
securities. In this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the
applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series
of warrants being offered, as well as any warrant agreements and warrant certificates that contain the terms of the warrants. We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain
the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants.
Any warrants issued
under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant agreement
that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus
supplement relating to the particular series of warrants being offered.
Units
We may issue units
comprised of shares of common stock, shares of preferred stock, debt securities and/or warrants in any combination. We may issue
units in such amounts and in as many distinct series as we wish.
Any units issued under
this prospectus may be evidenced by unit certificates. Units also may be issued under one or more applicable unit agreements to
be entered into between us and a bank or other financial institution, as unit agent. We urge you to read any prospectus supplement
related to any series of units we may offer, as well as any applicable unit agreement and/or unit certificate that contain the
terms of the units. If we issue units, the applicable forms of unit agreements and/or unit certificates relating to such units
(if any) will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by
reference from reports that we file with the SEC.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and
uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any
related free writing prospectus, and discussed under the section entitled “Risk Factors” contained in our most recent
Annual Report on Form 10-K, as may be updated by subsequent annual, quarterly and other reports that are incorporated by reference
into this prospectus in their entirety. The risks described in these documents are not the only ones we face, but those that we
consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors
that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future
performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks
actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause
the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully
the section below entitled “Forward-Looking Statements.”
FORWARD-LOOKING
STATEMENTS
This prospectus and
the documents incorporated herein by reference contain forward-looking statements that involve risks and uncertainties. These forward-looking
statements are not historical facts but rather are plans and predictions based on current expectations, estimates and projections
about our industry, our beliefs and assumptions. Discussions containing these forward-looking statements may be found, among other
places, in the Sections entitled “Prospectus Summary—Business Overview,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent
Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
We use words such as
“anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,”
“estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements
are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond
our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in
the forward-looking statements. These risks and uncertainties include those described in the section above entitled “Risk
Factors.” You should not place undue reliance on these forward-looking statements, which reflect our view only as of the
date of this prospectus.
Except as required
by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements
to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the
future.
USE
OF PROCEEDS
We cannot guarantee
that we will receive any proceeds in connection with this offering because we may be unable or choose not to issue and sell any
securities covered by this prospectus.
Unless otherwise provided
in a supplement or amendment to this prospectus, we intend to use any net proceeds from this offering, together with other available
funds, for operating costs, including working capital needs and for other general corporate purposes including acquisitions and
investments in other businesses.
We have not specifically
identified the precise amounts we will spend on each of these areas or the timing of these expenditures. The amounts actually expended
for each purpose may vary significantly depending upon numerous factors, including the amount and timing of the proceeds from this
offering and our operating expenses. In addition, expenditures may also depend on the establishment of new collaborative arrangements
with other companies, the availability of other financing, and other factors.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities
in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer
to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary
maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities.
We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their
own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities
in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by
one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other
financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are
referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in
whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name
of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the holder
of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to
do so under the terms of the securities.
As a result, investors
in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through
a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street Name Holders
We may terminate a
global security or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities
in their own names or in “street name.” Securities held by an investor in street name would be registered in the name
of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest
in those securities through an account he or she maintains at that institution.
For securities held
in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial
institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary
will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as
well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of
the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by
any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice
because we are issuing the securities only in global form.
For example, once we
make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder
is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not
do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of
a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event,
we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the legal holders
contact the indirect holders is up to the legal holders.
Special Considerations for Indirect Holders
If you hold securities
through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one
or more global securities or in street name, you should check with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle a request for the holders’ consent, if ever required;
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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
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Global Securities
A global security is
a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented
by the same global securities will have the same terms.
Each security issued
in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as
DTC, will be the depositary for all securities issued in book-entry form.
A global security may
not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under “—Special Situations When a Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner
and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution
that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented
by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global
security.
If the prospectus supplement
for a particular security indicates that the security will be issued as a global security, then the security will be represented
by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing
system.
Special Considerations for Global Securities
As an indirect holder,
an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder
as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are issued
only as global securities, an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;
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an investor may not be able to
sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities
in non-book-entry form;
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an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security;
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary in any way;
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities.
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There may be more
than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions
of any of those intermediaries.
Special Situations When a Global Security
Will Be Terminated
In a few special situations
described below, a global security will terminate and interests in it will be exchanged for physical certificates representing
those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor.
Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own
names, so that they will be direct holders. We have described the rights of holders and street name investors above.
A global security will
terminate when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
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if we notify any applicable trustee that we wish to terminate that global security; or
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
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The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series
of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable
trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
The securities being
offered may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related
to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be
effected at various times in one or more of the following transactions, or in other kinds of transactions:
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through underwriters for resale to the public or investors;
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transactions on NYSE American or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale;
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in the over-the-counter market;
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in private transactions and transactions otherwise than on these exchanges or systems;
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in “at the market offerings”, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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in connection with short sales of the shares;
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by pledge to secure debt and other obligations;
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through the writing of options, whether the options are listed on an options exchange or otherwise;
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in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options;
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through a combination of any of the above transactions; or
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any other method permitted by law.
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We may sell our securities
directly to one or more purchasers, or to or through underwriters, dealers or agents or through a combination of those methods.
The related prospectus supplement will set forth the terms of each offering, including:
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the name or names of any agents, dealers, underwriters or investors who purchase the securities;
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the purchase price of the securities being offered and the proceeds we will receive from the sale;
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the amount of any compensation, discounts commissions or fees to be received by the underwriters, dealer or agents;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any securities exchanges on which such securities may be listed;
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the terms of any indemnification provisions, including indemnification from liabilities under the federal securities laws; and
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the nature of any transaction by an underwriter, dealer or agent during the offering that is intended to stabilize or maintain the market price of the securities.
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In addition, any securities
covered by this prospectus that qualify for sale pursuant to Regulation S may be sold pursuant to Regulation S rather than pursuant
to this prospectus.
Only underwriters named
in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are
used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one
or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered
by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers
may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus
supplement, naming the underwriter, the nature of any such relationship.
We may sell securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities,
and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states
otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents
or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these
contracts in the prospectus supplement.
We may provide agents
and underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents
and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we offer,
other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a
market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may
engage in overallotment, stabilizing transactions, short covering transactions and penalty bids. Overallotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities
in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering
transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise
be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any
exchange or over-the-counter market or otherwise.
In connection with
the sale of our securities, underwriters may receive compensation from us or from purchasers of our securities in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed
to be underwriters. Discounts or commissions they receive and any profit on their resale of our securities may be considered underwriting
discounts and commissions under the Securities Act.
We may agree to indemnify
underwriters, dealers and agents who participate in the distribution of our securities against various liabilities, including liabilities
under the Securities Act. We may also agree to contribute to payments that the underwriters, dealers or agents may be required
to make in respect of these liabilities. We may authorize dealers or other persons who act as our agents to solicit offers by various
institutions to purchase our securities from us under contracts that provide for payment and delivery on a future date. We may
enter into these contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and others. If we enter into these agreements concerning any series of our securities, we will indicate
that in the prospectus supplement or amendment.
In connection with
an offering of our securities, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of
our securities. Specifically, underwriters may over-allot in connection with the offering, creating a syndicate short position
in our securities for their own account. In addition, underwriters may bid for, and purchase, our securities in the open market
to cover short positions or to stabilize the price of our securities. Any underwriters who are qualified market makers may engage
in passive market making transactions in the securities in accordance with Rule 103 of Regulation M, during the business day prior
to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply
with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker
must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered
below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase
limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued at any time. Finally, underwriters may reclaim selling concessions
allowed for distributing our securities in the offering if the underwriters repurchase previously distributed securities in transactions
to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market
price of our securities above independent market levels. Underwriters are not required to engage in any of these activities and
may end any of these activities at any time. Agents and underwriters may engage in transactions with, or perform services for,
us and our affiliates in the ordinary course of business.
DESCRIPTION
OF SECURITIES WE MAY OFFER
The descriptions of
the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms
and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement the
particular terms of the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus supplement,
the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement
information, where applicable, about material United States federal income tax considerations relating to the securities and the
securities exchange, if any, on which the securities will be listed.
Description of Capital Stock
We are authorized to
issue 275,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001
per share. Provisions of our certificate of incorporation, our bylaws and provisions of applicable Delaware law may discourage,
delay or prevent a merger or other change in control that a stockholder may consider favorable. See below under “—Anti-Takeover
Effects of our Certificate of Incorporation, our Bylaws and Delaware Law.”
Common Stock
Authorized Shares
of Common Stock. We currently have authorized 275,000,000 shares of common stock.
Voting. The
holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are not
entitled to cumulative voting for the election of directors.
Dividends. Subject
to preferences that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive
dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation. In
the event of liquidation, dissolution or winding up of our company, the holders of our common stock are entitled to share ratably
in all assets remaining after payment of liabilities and the preferences of preferred stockholders.
Rights and Preferences.
The holders of our common stock have no preemptive, conversion or other subscription rights, and there are no redemption or sinking
fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject
to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that is currently
outstanding or that we may designate and issue in the future (including the iBio CMO Preferred Tracking Stock).
Fully Paid and Nonassessable. All
of our issued and outstanding shares of common stock are fully paid and nonassessable.
Preferred Stock
Our board of directors
is authorized to issue up to 1,000,000 shares of preferred stock in one or more series without stockholder approval. Our board
of directors may determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion
rights, redemption privileges and liquidation preferences, of each series of preferred stock.
The following summary
of terms of our preferred stock is not complete. You should refer to the provisions of our certificate of incorporation and bylaws
and the resolutions containing the terms of each class or series of preferred stock which have been or will be filed with the SEC
at or prior to the time of issuance of such class or series of preferred stock and described in the applicable prospectus supplement.
The applicable prospectus supplement may also state that any of the terms set forth herein are inapplicable to such series of preferred
stock, provided that the information set forth in such prospectus supplement does not constitute material changes to the information
herein such that it alters the nature of the offering or the securities offered. The purpose of authorizing our Board to issue
preferred stock in one or more series and determine the number of shares and the rights and preferences of such series is to eliminate
delays associated with a stockholder vote on specific issuances. Examples of rights and preferences that the Board may fix are:
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terms of redemption, and
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liquidation preferences.
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The issuance of preferred
stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make
it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding
voting stock. The rights of holders of our common stock described above, will be subject to, and may be adversely affected by,
the rights of any preferred stock that we may designate and issue in the future.
We will incorporate
by reference as an exhibit to the registration statement, which includes this prospectus, the form of any certificate of designation
that describes the terms of the series of preferred stock we are offering. This description and the applicable prospectus supplement
will include:
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the title and stated value;
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the number of shares authorized;
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the liquidation preference per share;
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the dividend rate, period and payment date, and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period;
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
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voting rights, if any, of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment, if any;
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whether interests in the preferred stock will be represented by depositary shares;
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a discussion of any material United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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When we issue shares
of preferred stock under this prospectus, the shares will fully be paid and nonassessable and will not have, or be subject to,
any preemptive or similar rights.
Options
As of November 20,
2020, (i) options to purchase an aggregate of 3,485,815 shares of common stock were outstanding, (ii) restricted stock
units underlying 39,950 shares of common stock were outstanding under our equity incentive plans, and (iii) an additional
2,973,035 shares were reserved for future issuance under our 2018 Omnibus Equity Incentive Plan.
Potential Anti-Takeover Effects of our
Certificate of Incorporation, our Bylaws and Delaware Law
Certain provisions
set forth in our certificate of incorporation and our bylaws and in Delaware law, which are summarized below, may be deemed to
have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider
to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares
held by stockholders.
Pursuant to our certificate
of incorporation, our board of directors may issue additional shares of common stock or preferred stock. Any additional issuance
of common stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender
offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the then-current
market price for their shares, and thereby protect the continuity of our management. Specifically, if in the due exercise of its
fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, shares could
be issued by our board of directors without stockholder approval in one or more transactions that might prevent or render more
difficult or costly the completion of the takeover by:
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diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;
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putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or
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effecting an acquisition that might complicate or preclude the takeover.
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Our certificate of
incorporation also allows our board of directors to fix the number of directors in our bylaws. Cumulative voting in the election
of directors is not permitted by our certificate of incorporation. Not providing for cumulative voting may delay or prevent a tender
offer or takeover attempt that a stockholder may determine to be in his, her or its best interest, including attempts that might
result in a premium over the market price for the shares held by the stockholders.
In addition to the
foregoing, our certificate of incorporation and our bylaws contain the following provisions:
Staggered Board.
Our board of directors is divided into three classes of directors, Class I, II and III, with each class serving a term
ending at the third annual meeting following its election.
Nominations of Directors
and Proposals of Business. Our bylaws generally regulate nominations for election of directors by stockholders and proposals
of business at annual meetings. In general, Sections 1.10 and 1.11 of our bylaws requires stockholders intending to submit nominations
or proposals at an annual meeting of stockholders to provide the Company with advance notice thereof, including information regarding
the stockholder proposing the business as well as information regarding the nominee or the proposed business. Sections 1.10 and
1.11 of our bylaws provides a time period during which nominations or business must be provided to the Company that creates a predictable
window for the submission of such notices, eliminating the risk that the Company finds a meeting will be contested after printing
its proxy materials for an uncontested election and providing the Company with a reasonable opportunity to respond to nominations
and proposals by stockholders.
Board Vacancies.
Our bylaws generally provide that only the board of directors (and not the stockholders) may fill vacancies and newly created directorships.
Special Meeting
of Stockholders. Our bylaws generally provide that special meetings of stockholders for any purpose or purposes for which
meetings may be lawfully called, may be called at any time by our board of directors, the Chairman of the Board, the Chief Executive
Officer or by one or more stockholders holding shares in the aggregate entitled to cast not less than fifty percent (50%) of the
votes at that meeting. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose
or purposes stated in the notice of meeting.
While the foregoing
provisions of our certificate of incorporation, our bylaws and Delaware law may have an anti-takeover effect, these provisions
are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies
formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change
of control. In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The
provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have
the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations
in the market price of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have
the effect of preventing changes in our management.
Delaware Takeover Statute—Section 203
of the Delaware General Corporation Law
In
general, Section 203 of the Delaware General Corporation Law prohibits a Delaware corporation that is a public company from engaging
in any “business combination” (as defined below) with any “interested stockholder” (defined generally as
an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person
affiliated with such entity or person) for a period of three years following the date that such stockholder became an interested
stockholder, unless: (1) prior to such date, the board of directors of the corporation approved either the business combination
or the transaction that resulted in the stockholder becoming an interested stockholder; (2) on consummation of the transaction
that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which
employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered
in a tender or exchange offer; or (3) on or subsequent to such date, the business combination is approved by the board of directors
and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least
two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
Section
203 of the Delaware General Corporation Law defines “business combination” to include: (1) any merger or consolidation
involving the corporation and the interested stockholder; (2) any sale, lease, exchange, mortgage, transfer, pledge or other disposition
of ten percent or more of the assets of the corporation involving the interested stockholder; (3) subject to certain exceptions,
any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
(4) any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the
effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible
into the stock of any class or series, of the corporation or the applicable subsidiary beneficially owned by the interested stockholder;
or (5) the receipt by the interested stockholder, directly or indirectly, of the benefit of any loans, advances, guarantees, pledges
or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary.
We
have elected, through a provision in our certificate of incorporation, to not be subject to the provisions of Section 203 of the
Delaware General Corporation Law.
NYSE American Listing
Our common stock
is listed on the NYSE American under the symbol “IBIO.”
Transfer agent and registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. Continental Stock Transfer &
Trust Company IS located at 1 State Street, 30th floor, New York, New York 10004. Their telephone number is (212) 509-4000.
Description of Debt Securities
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we
will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms
of a particular series of debt securities.
We may issue debt securities
under a note purchase agreement or under indentures. Unless otherwise specified in a prospectus supplement, we will issue the debt
securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified
under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit
to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we file with the SEC.
The following summary
of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all
of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus
supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as
well as the complete indenture that contains the terms of the debt securities.
General
The indenture will
not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount
that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation,
merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain
any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations,
financial condition or transactions involving us.
We may issue the debt
securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their
stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued
with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other
characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities
issued with OID will be described in more detail in any applicable prospectus supplement.
We will describe in
the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of the series;
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the applicability of any guarantees;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination
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thereof, and the terms of any subordination;
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined;
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series;
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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities;
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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;
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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;
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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes;
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any restrictions on transfer, sale or assignment of the debt securities of the series; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in
the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common
stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or
exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of
shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to
adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant
that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety
or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume
all of our obligations under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the
indenture with respect to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;
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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default
with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet
point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that
series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet
point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then
outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority
in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect
to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest,
unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event
of default.
Subject to the terms
of the indenture, if an event of default shall occur and be continuing, the trustee will be under no obligation to exercise any
of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt
securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of
the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities
of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt
securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee,
or to seek other remedies only if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request,
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
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These limitations do
not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or
interest on, the debt securities.
We will periodically
file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee
may change an indenture without the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
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to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;”
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
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In addition, under
the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent
of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected.
However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and
the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series; •reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
Each indenture provides
that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified
obligations, including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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pay principal of and premium and interest on any debt securities of the series;
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maintain paying agencies;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise
our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal
of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt
securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The
Depository Trust Company, or DTC, or another depositary named by us and identified in a prospectus supplement with respect to that
series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating
such securities will be set forth in the applicable prospectus supplement.
At the option of the
holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus
supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms
of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders
of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that
the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but
we may require payment of any taxes or other governmental charges.
We will name in the
applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we
initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem
the debt securities of any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other
than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as
are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same
degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the
trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise
indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment
date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We will pay principal
of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by
us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities
of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the
debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular
series.
All money we pay to
a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains
unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and
the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the
debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except to the
extent that the Trust Indenture Act is applicable.
Description of Warrants
The following description,
together with the additional information we may include in any applicable prospectus supplement and free writing prospectus, summarizes
the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase
common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently
or in combination with common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we
have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular
terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will
apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable
prospectus supplement for a particular series of warrants may specify different or additional terms.
We will file forms
of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits
to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or
the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are
offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and
provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant
and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular
series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to
the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectus, and
the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements,
that contain the terms of the warrants.
General
We will describe in
the applicable prospectus supplement the terms of the series of warrants being offered, including, to the extent applicable:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
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the date on and after which the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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a discussion of material United States federal income tax consequences of holding or exercising the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their
warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any; or
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.
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Exercise of Warrants
Each warrant will entitle
the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe
in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants
may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus
supplement. After the close of business on the expiration date, unexercised warrants will become void.
Unless we otherwise
specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant or
warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount
to the warrant agent, if applicable, in immediately available funds, as provided in the applicable prospectus supplement. We will
set forth on the reverse side of any warrant certificate and in the applicable prospectus supplement the information that the holder
of the warrant will be required to deliver to any warrant agent in connection with the exercise of the warrant.
Upon receipt of payment
and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust office of the
warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as practicable,
issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants (or the warrants represented
by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining
warrants.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under
or related to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State of
New York.
Enforceability of Rights by Holders
of Warrants
Each warrant agent,
if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
Description of Units
We may issue units
comprised of shares of common stock, shares of preferred stock, debt securities and warrants in any combination. We may issue units
in such amounts and in as many distinct series as we wish. This section outlines certain provisions of the units that we may issue.
If we issue units, they may be issued under one or more unit agreements to be entered into between us and a bank or other financial
institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely
by reference to the unit agreement with respect to the units of any particular series. The specific terms of any series of units
offered will be described in the applicable prospectus supplement. If so described in a particular supplement, the specific terms
of any series of units may differ from the general description of terms presented below. We urge you to read any prospectus supplement
related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms
of the units. If we issue units, forms of unit agreements, if any, and unit certificates relating to such units will be incorporated
by reference as exhibits to the registration statement, which includes this prospectus.
Each unit that we may
issue will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder
of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is
issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time
before a specified date. The applicable prospectus supplement may describe:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
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any provisions of the governing unit agreement;
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the price or prices at which such units will be issued;
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the applicable United States federal income tax considerations relating to the units;
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
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any other terms of the units and of the securities comprising the units.
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The provisions described
in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities”
and “Description of Warrants” will apply to the securities included in each unit, to the extent relevant and as may
be updated in any prospectus supplements.
Issuance in Series
We may issue units
in such amounts and in as many distinct series as we wish. This section summarizes terms of the units that apply generally to all
series. Most of the financial and other specific terms of your series will be described in the applicable prospectus supplement.
Unit Agreements
We may issue the units
under one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. We may
add, replace or terminate unit agents from time to time. We will identify the unit agreement, if any, under which each series of
units will be issued and the unit agent under that agreement in the applicable prospectus supplement.
The following provisions
will generally apply to all unit agreements unless otherwise stated in the applicable prospectus supplement.
Modification without Consent
We and the applicable unit agent, if any,
may amend any unit or unit agreement, if any, without the consent of any holder:
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to cure any ambiguity; any provisions of the governing unit agreement that differ from those described below;
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to correct or supplement any defective or inconsistent provision; or
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to make any other change that we believe
is necessary or desirable and will not adversely affect the interests of the
affected holders in any material respect.
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We do not need any
approval to make changes that affect only units to be issued after the changes take effect. We may also make changes that do not
adversely affect a particular unit in any material respect, even if they adversely affect other units in a material respect. In
those cases, we do not need to obtain the approval of the holder of the unaffected unit; we need only obtain any required approvals
from the holders of the affected units.
Modification with Consent
We may not amend any
particular unit or a unit agreement with respect to any particular unit unless we obtain the consent of the holder of that unit,
if the amendment would:
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impair any right of the holder to exercise or enforce any right under a security included in the unit if the terms of that security require the consent of the holder to any changes that would impair the exercise or enforcement of that right; or
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reduce the percentage of outstanding units or any series or class the consent of whose holders is required to amend that series or class, or the applicable unit agreement with respect to that series or class, as described below.
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Any other change to
a particular unit agreement and the units issued under that agreement would require the following approval:
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If the change affects only the units of a particular series issued under that agreement, the change must be approved by the holders of a majority of the outstanding units of that series; or
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If the change affects the units of more than one series issued under that agreement, it must be approved by the holders of a majority of all outstanding units of all series affected by the change, with the units of all the affected series voting together as one class for this purpose.
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These provisions regarding
changes with majority approval also apply to changes affecting any securities issued under a unit agreement, as the governing document.
In each case, the required
approval must be given by written consent.
Unit Agreements Will Not Be Qualified
under Trust Indenture Act
No unit agreement will
be qualified as an indenture, and no unit agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore,
holders of units issued under unit agreements will not have the protections of the Trust Indenture Act with respect to their units.
Mergers and Similar Transactions
Permitted; No Restrictive Covenants or Events of Default
The unit agreements
will not restrict our ability to merge or consolidate with, or sell our assets to, another corporation or other entity or to engage
in any other transactions. If at any time we merge or consolidate with, or sell our assets substantially as an entirety to, another
corporation or other entity, the successor entity will succeed to and assume our obligations under the unit agreements. We will
then be relieved of any further obligation under these agreements.
The unit agreements
will not include any restrictions on our ability to put liens on our assets, including our interests in our subsidiaries, nor will
they restrict our ability to sell our assets. The unit agreements also will not provide for any events of default or remedies upon
the occurrence of any events of default.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the unit agreements and the units will be governed by New York law.
Form, Exchange and Transfer
We will issue each
unit in global—i.e., book-entry—form only. Units in book-entry form will be represented by a global security registered
in the name of a depositary, which will be the holder of all the units represented by the global security. Those who own beneficial
interests in a unit will do so through participants in the depositary’s system, and the rights of these indirect owners will
be governed solely by the applicable procedures of the depositary and its participants. We will describe book-entry securities,
and other terms regarding the issuance and registration of the units in the applicable prospectus supplement.
Each unit and all securities
comprising the unit will be issued in the same form.
If we issue any units
in registered, non-global form, the following will apply to them.
The units will be issued
in the denominations stated in the applicable prospectus supplement. Holders may exchange their units for units of smaller denominations
or combined into fewer units of larger denominations, as long as the total amount is not changed.
Holders may exchange
or transfer their units at the office of the unit agent. Holders may also replace lost, stolen, destroyed or mutilated units at
that office. We may appoint another entity to perform these functions or perform them ourselves.
Holders will not be
required to pay a service charge to transfer or exchange their units, but they may be required to pay for any tax or other governmental
charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer
agent is satisfied with the holder’s proof of legal ownership. The transfer agent may also require an indemnity before replacing
any units.
If we have the right
to redeem, accelerate or settle any units before their maturity, and we exercise our right as to less than all those units or other
securities, we may block the exchange or transfer of those units during the period beginning 15 days before the day we mail the
notice of exercise and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may
also refuse to register transfers of or exchange any unit selected for early settlement, except that we will continue to permit
transfers and exchanges of the unsettled portion of any unit being partially settled. We may also block the transfer or exchange
of any unit in this manner if the unit includes securities that are or may be selected for early settlement.
Only the depositary
will be entitled to transfer or exchange a unit in global form, since it will be the sole holder of the unit.
Payments and Notices
In making payments and giving notices with
respect to our units, we will follow the procedures as described in the applicable prospectus supplement.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our certificate of
incorporation requires us to indemnify our officers and directors to the fullest extent permitted by Delaware law, which generally
permits indemnification for actions taken by officers or directors as our representatives if the officer or director acted in good
faith and in a manner he or she reasonably believed to be in the best interest of the corporation.
As permitted under
Delaware law, our bylaws contain a provision indemnifying directors, officers, employees and agents of ours against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection
with an action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of us, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.
The separation and
distribution agreement that we have entered into with Integrated BioPharma provides for indemnification by us of Integrated BioPharma
and its directors, officers and employees for some liabilities, including liabilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, or the Exchange Act, in connection with the distribution, and a mutual indemnification of each
other for product liability claims arising from their respective businesses, and also requires that we indemnify Integrated BioPharma
for various liabilities of iBio, and for any tax that may be imposed with respect to the distribution and which result from our
actions or omissions in that regard.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
LEGAL
MATTERS
The legality of the
securities offered hereby has been passed on for us by Gracin & Marlow, LLP, New York, New York. Additional legal matters may
be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial
statements of iBio, Inc. and subsidiaries as of June 30, 2020 and 2019, and for the years then ended, have been incorporated by
reference in this prospectus and the registration statement of which this prospectus is a part, in reliance upon the report of
CohnReznick LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of
that firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This prospectus is
part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the
registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part
of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless
of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s
website at www.sec.gov. Additional information about us is contained at our website, www.ibioinc.com. Information
on our website is not incorporated by reference into this prospectus. We make available on our website our SEC filings as soon
as reasonably practicable after those reports are filed with the SEC. The following Corporate Governance documents are also
posted on our website: Code of Business Conduct and Ethics, Insider Trading Policy and the Charters for the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee of the board of directors.
INcorporation
of Certain Information by Reference
The SEC allows us to
“incorporate by reference” the information that we have filed with it, meaning we can disclose important information
to you by referring you to those documents already on file with the SEC. The information incorporated by reference is considered
to be part of this prospectus and the accompanying base prospectus except for any information that is superseded by other information
that is included in this prospectus or the accompanying base prospectus.
This filing incorporates
by reference the following documents, which we have previously filed with the SEC pursuant to the Exchange Act (other than Current
Reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):
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Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on October 13, 2020 and Annual Report on Form 10-K/A for the year ended June 30, 2020, which was filed with the SEC on October 27, 2020 (Commission File No. 001-35023);
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Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed with the SEC on November 16, 2020 (Commission File No. 001-35023);
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Current Reports on Form 8-K filed with the SEC on July 9, 2020, July 29, 2020 and August 13, 2020, October 2, 2020, October 5, 2020, October 9, 2020, October 13, 2020, October 16, 2020, October 22, 2020, November 3, 2020 and November 24, 2020 (Commission File No. 001-35023);
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Definitive Proxy Statement on Schedule 14A filed with the SEC on November 3, 2020, as amended on November 6, 2020 (Commission File No. 001-35023); and
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The description of our common stock, par value $0.001 per share, included (i) under the caption “Description of Securities” in the Prospectus forming a part of Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 24, 2019 (File No. 333-233504) and (ii) in Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the SEC on October 13, 2020.
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We also incorporate
by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) on or after the date of the initial filing
of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or
(ii) on or after the date of this prospectus but prior to the termination of this offering.
These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.
We will provide, without
charge, to each person, including any beneficial owner, to whom this prospectus and the accompanying base prospectus are delivered,
on the written or oral request of such person, a copy of any or all of the reports or documents incorporated by reference in this
prospectus and the accompanying base prospectus, but not delivered with this prospectus and the accompanying base prospectus. Any
request may be made by writing or telephoning us at the following address or telephone number:
iBio, Inc.
Attention: Investor Relations
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
ir@ibioinc.com
You may also access
the documents incorporated by reference into this prospectus and the accompanying base prospectus at our website address at https://ir.ibioinc.com/sec-filings.
The other information and content contained on or linked from our website are not part of this prospectus or the accompanying base
prospectus.
Shares
Common
Stock
PROSPECTUS
SUPPLEMENT
Sole-Book
Running Manager
Cantor
December
, 2020
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