PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x
Filed
by a Party other than the Registrant ¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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IBIO, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Explanatory Note
This Schedule 14A filing consists
of the following press release (the “Press Release”) from iBio, Inc., a Delaware corporation (the “Company”),
relating to the Company’s Special Meeting of Stockholders to be held on December 9, 2021 and adjourned until December 22, 2021.
The press release was disseminated on December 22,2021. The Company also filed the following Current Report on Form 8-K. This Schedule
14A supplements the Definitive Proxy Statement filed by the Company with the U.S. Securities and Exchange Commission on October 26,
2021 and the Definitive Additional Materials filed by the Company with the U.S. Securities and Exchange Commission on October 26,
2021, November 9, 2021, November 16, 2021, November 17, 2021and November 24, 2021, November 30, 2021 and December 3, 2021, December
10, 2021 and December 21, 2021.
iBio
Announces Partial Adjournment of Annual Meeting of Shareholders to January 31, 2022
- Shareholders
Continue to Support Reverse Split and Authorized Share Proposals by a 2-to-1 Margin -
Bryan,
Texas / December 22, 2021 / (GLOBE NEWSWIRE) / iBio, Inc. (NYSEA:IBIO)
(“iBio” or the “Company”), a developer of next-generation biopharmaceuticals and pioneer of the sustainable,
plant-based FastPharming Manufacturing System®, today announced
that it has adjourned its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) with respect to Proposals 4 and 5.
The Company partially
adjourned the Annual Meeting on December 9, 2021 with respect to Proposal 4 (Reverse Stock Split) and Proposal 5 (Change in Authorized
Shares) to allow those stockholders who hold approximately 40% of the unvoted shares more time to vote. iBio subsequently received additional
votes “FOR” the proposals, as well as support from a number of shareholders who changed their “against” votes.
Given that voting is still trending in favor of these proposals, the Company has adjourned the reconvened Annual Meeting to provide its
shareholders additional time to vote. The Annual Meeting will resume with respect to Proposal 4 and 5 at 9:00 a.m. Eastern time on January
31, 2022 and can be accessed at www.virtualshareholdermeeting.com/IBIO2021.
If you have already
voted your shares “FOR” Proposals 4 and 5, we thank you. If you did not yet vote, abstained, or voted against, we kindly ask
you to vote, or to reconsider your vote.
For additional information on the Proposals, please
see our Shareholder Vote FAQ.
About iBio, Inc.
iBio is a developer of
next-generation biopharmaceuticals and a pioneer in sustainable, plant-based biologics manufacturing. Its FastPharming System® combines
vertical farming, automated hydroponics, and novel glycosylation technologies to rapidly deliver high-quality monoclonal antibodies, antigens,
and other proteins. iBio is developing proprietary biopharmaceuticals for the treatment of cancers, as well as fibrotic and infectious
diseases. The Company’s wholly-owned subsidiary, iBio CDMO LLC, provides FastPharming Contract Development and Manufacturing
Services along with Glycaneering Development Services™ for advanced recombinant protein design. For more information,
visit www.ibioinc.com.
Contact:
Stephen Kilmer
iBio, Inc.
Investor Relations
(646) 274-3580
skilmer@ibioinc.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported): December
22, 2021
iBio, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
001-35023
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26-2797813
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(Commission File Number)
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(IRS Employer Identification No.)
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8800 HSC Parkway
Bryan, Texas 77807
(Address of principal executive offices and
zip code)
(979) 446-0027
(Registrant’s telephone number including
area code)
N/A
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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IBIO
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NYSE American
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On December 22, 2021, iBio, Inc.
(the “Company”) reconvened it 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which had previously
been adjourned to consider and vote on: (i) Proposal 4–Approval of an amendment to the Company’s Certificate of Incorporation,
as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, $0.001 par value per
share (the “Common Stock”), at a ratio of one (1) share of Common Stock for every ten (10) shares of Common Stock (the “Reverse
Stock Split”) and (ii) Proposal 5–Approval of an amendment to the Company’s Certificate of Incorporation, as amended,
to decrease, concurrent with and conditioned upon the effectiveness of the Reverse Stock Split, the number of authorized shares of the
Company’s Common Stock from 275,000,000 to 55,000,000. At the Annual Meeting held on December 9, 2021, the Company’s stockholders
voted on Proposal 1 (Director Election Proposal), Proposal 2 (Auditor Ratification Proposal), Proposal 3 (Say-on Pay Proposal) and Proposal
6 (the Adjournment Proposal). The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A
for the Annual Meeting, which was filed with the Securities and Exchange Commission on October 26, 2021.
At the time of reconvening the Annual Meeting,
there were insufficient votes to pass Proposals 4 and 5 and the Annual Meeting was adjourned for a second time with respect to Proposals
4 and 5 until 9 a.m. (Eastern time) on January 31, 2022, which will be a virtual meeting and can be accessed at www.virtualshareholdermeeting.com/IBIO2021.
This Current Report on Form 8-K will be amended
to report the results of Proposal 4 and Proposal 5 once the final results are received by the Company.