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iBio, Inc. (the
“Company”) has posted materials to its website in connection with
the Company’s annual meeting of stockholders to be held on
December 9, 2021. A copy of the materials posted to the
website can be found below.
To all of our valued
shareholders-of-record, thank you for your continued support as
well as your participation in the upcoming
December 9th Annual Shareholders Meeting (ASM). We
have important decisions on the ballot and our Bylaws require that
a majority of the issued and outstanding shares of iBio capital
stock be represented to achieve a quorum. So please
vote your shares so that we have enough participation to hold the
meeting as required by our Bylaws. Otherwise, iBio will be
required to reschedule another ASM in calendar 2022.
We also need your support to help us
realize our vision of changing the biologic drug manufacturing
paradigm with the FastPharming
System® by providing a more environmentally
sustainable method of biopharmaceutical production using
plant-based bioprocessing techniques. As importantly, since we have
successfully deployed FastPharming to rapidly build
our own new pipeline of novel drug candidates, we now have the
opportunity to address major unmet medical needs in oncology, as
well as fibrotic and infectious diseases. So, in line with the
recommendation of the Board of Directors, please vote For a reverse stock split
of iBio’s common stock and For a decrease to the
authorized share count.
||Why is iBio seeking to complete a reverse stock
We believe that a higher stock price resulting from a reverse stock
split will allow iBio to better position itself to be more
attractive among a broader set of investors.
Many institutional investors consider low-priced stocks to be
unduly speculative in nature and, as a matter of policy, avoid
investment and trading in low-priced stock. For example, the
charters of some mutual funds explicitly restrict their investment
managers from initiating positions in and/or continuing to hold
stocks that trade under $5 per share.
The Board is always considering various actions that can be taken
to make our stock more attractive and a cost-effective investment
to the maximum number of investors. This is just one of them.
We believe a reverse stock split could protect your investment, and
we appreciate our shareholders’ commitment to the future success of
iBio by voting in favor of an amendment to our certificate of
incorporation to effect a reverse stock split.
||What is a reverse stock split?
A reverse stock split reduces the number of outstanding shares a
company has in the market. Each share represents a proportion of
ownership of a company. With a reverse split, every shareholder
maintains their proportionate interest in the company (other than
with respect to fractional shares) but the aggregate number of
shares is reduced.
For example, if a company declares a one for ten reverse stock
split, every ten shares that you own will be converted into a
single share. If you owned 10,000 shares of the company before
the reverse stock split, you would own a total of 1,000 shares
after the reverse stock split. Every shareholder’s
proportional interest remains the same (other than with respect to
fractional shares), as a result of the reverse split.
||Why do shareholders vote on a reverse stock split?
As an iBio shareholder, you have voting rights related to certain
matters under the Delaware General Corporation Law, including
voting for an amendment to our certificate of incorporation to
effect a reverse stock split. We’re grateful for your investment
and look forward to our future growth together.
||Will the reverse stock split impact the value of my
No, a stock split by itself – whether forward or reverse –
theoretically should not impact the value of one’s holdings or the
overall market capitalization of a publicly traded company. Every
shareholder’s proportional interest (other than with respect to
fractional shares) remains the same the day that a split is
effected. We cannot predict how our stock will trade following a
reverse stock split, but we believe that fewer shares and a higher
share price could be more attractive to institutional investors
||Is a reverse stock split an indication that a company is
experiencing poor financial performance and will continue to see
diminishing financial performance?
There are many reasons that a company
may decide to propose a reverse stock split. A reverse stock split
is expected to allow iBio to better position itself to be more
attractive among a broader set of investors. The Board is
always considering various actions that can be taken to make our
stock more appealing to a broad variety of investors.
||Will an approval of a reverse stock split positively or
negatively impact retail investors, who make up a majority of the
The Board believes that these
proposals are in the best long-term interest of all shareholders,
including both retail and institutional investors. Every
shareholder’s proportional interest remains the same immediately
after the reverse split.
||What information is currently available for me to make my
decision about how to vote on the reverse stock split and change in
In addition to these FAQs, the
Investor Relations section of our website contains a wealth
of information, including the recently issued 10-K, a
definitive proxy statement and a press release.
||Will there be more information
There will be an investor call
following our Q1 FY2022 earnings announcement in mid-November. In
addition, you can expect to receive more communications and
reminders related to voting for the reverse stock split.
||What happens next if a reverse
stock split is approved?
Stockholder approval of
this proposal would not compel us to complete a reverse stock
split. Rather, it would provide the Board the flexibility effect on
a reverse split at some point in future, should that be in the best
interest of our shareholders.
||Who put the proposals on the
The Board of Directors placed these
proposals on the ballot. The Board believes that these proposals
are in the best long-term interest of all shareholders, including
both retail and institutional investors.
The addition of new board members and their valuable perspectives
has allowed us to continue to execute on our strategy as we work to
create value for investors.
||How is this proposal different from last year’s proposed
increase in authorized shares?
The Board does not believe that the number of shares remaining
available for issuance by the Company provides for adequate
flexibility in financial planning and in pursuing key corporate
objectives. The number of available shares of common stock
following implementation of the reverse stock split will provide
additional flexibility to use our capital stock for business and
financial purposes in the future. These purposes may include
raising capital; establishing strategic relationships with other
companies; expanding our business or product lines through the
acquisition of other businesses or products; and other general
Similar to the increase in authorized shares that we sought
approval of last year, one result of the reverse stock split, if
effected will be an increase in the number of unissued authorized
shares. The company is seeking increased flexibility for the Board
to issue additional authorized shares so as to continue to drive
our strategic growth objectives to advance environmentally
sustainable biopharmaceutical manufacturing while developing new
treatments for cancers, as well as fibrotic and infectious
At last year’s meeting, the majority (55.8%) of iBio stockholders
who submitted their votes had voted in favor of the amendment
proposal; however, more votes were needed to meet the required
threshold for approval under the Delaware General Corporation
||Aside from raising additional capital, how might an increase
in issuable shares help iBio to pursue its strategic
We continue to see potential opportunities to increase shareholder
value. Our recent transaction with RubrYc Therapeutics, Inc.
is a representative example. Through it, we gained a worldwide
exclusive license for a monoclonal antibody candidate designed to
deplete immunosuppressive regulatory T cells from the tumor
microenvironment. Additionally, we acquired an equity stake in
RubrYc along with an option to license antibodies developed with
RubrYc’s artificial intelligence (“AI”)-based antibody discovery
While we paid for the RubYc transation in cash, there may be
opportunities to complete similar future deals with cash or
||The 10-K states iBio had $97
million in cash and securities, so why do you need to increase the
number of issuable shares now?
We have no immediate
plans for an equity financing as we have sufficient capital to fund
our currently planned operations through the first calendar quarter
Our projected use of capital, however, does not incorporate a broad
range of potential near-term opportunities that may require
additional investment. Also, based on our anticipated operating
expense levels, we expect to have less than 12 months of cash on
hand (a common liquidity threshold in the biotech industry) at some
point before our next annual meeting.
||How do the proposals for reverse stock split and the
decrease in authorized shares affect the company’s flexibility to
Because the company is not using the same ratio in the reverse
stock split and the decrease in authorized shares, the net effect
is to provide the Board of Directors more flexibility to raise
capital as conditions warrant.
||Why wouldn’t future capital raises decrease shareholder
iBio’s business may require additional capital to realize its full
value potential or to take advantage of value-creating
opportunities. It is important to provide the Board with this vote
of confidence for them to have the ability to make decisions on how
and when to raise capital.
||Can the management team vote the options they hold? How will
executives’ shares be impacted by the approval of a reverse stock
No, the management team cannot vote the options they hold. Only
shares of common stock outstanding as of the record date of
October 15, 2021 may vote on the proposal.
The number of shares of common stock to be issued upon exercise of
the stock options and the exercise price will be adjusted to
reflect the reverse stock split in the same proportion as the
reverse stock ratio.
||Is iBio at risk of being delisted from the NYSE American,
LLC stock exchange?
iBio is not seeking approval of the reverse stock split due to any
notifications from the NYSE American, LLC regarding listing
||How do I cast my vote for this stock split?
There are number of ways you can cast your vote. Okapi Partners
serves as iBio’s proxy solicitor. Shareholders requiring assistance
voting can contact Okapi Partners at 1-844-203-3605 (U.S. and
Canada) or +1-212-297-0720 (from other locations) from 9:00
a.m. ET to 8:00 p.m. ET Mondays – Fridays.
Call to vote:
Locate the control number on your proxy card or voting instruction
form and dial the telephone number indicated on your proxy card or
voting instruction form then follow the audio prompts.
If you do not have your proxy card available, you can call Okapi
Partners at 1-844-203-3605 (U.S. and Canada) or +1-212-297-0720
(from other locations) from 9:00 a.m. ET to 8:00 p.m. ET
Mondays – Fridays for assistance.
Mail in your vote:
If you have received a mail-in card, mark your vote, sign, date and
return the proxy card or voting instruction form in the
postage-paid envelope provided.
If you have received an email from your custodian bank or broker or
a proxy card or voting instruction form with a website link to
vote, enter the website link into your internet browser and follow
the instructions on the screen.
If you hold your shares in more than one account, you will receive
a proxy card or voting instruction form for each account. It is
important that you vote a proxy with respect to each account you
||I am having trouble voting. Who can I contact for
You can call Okapi Partners at
1-844-203-3605 (U.S. or Canada) or +1-212-297-0720 (from other
locations). You can also email Okapi Partners at
||If I am based outside of the U.S. how can I vote?
You can call Okapi Partners at
+1-212-297-0720 or email email@example.com for
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