Amended Current Report Filing (8-k/a)
February 01 2022 - 6:20AM
Edgar (US Regulatory)
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0001420720
2022-01-31
2022-01-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
January 31, 2022
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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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IBIO
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NYSE American
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Acts 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. ¨
Explanatory Note
This Amendment to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 31, 2022 is being filed to correct a typographical error in the tabulation for Proposal
4 of the Votes Against.
Item 5.07. Submission of Matters to a
Vote of Security Holders.
On January 31, 2022, iBio, Inc. (the “Company”)
reconvened its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which had previously been adjourned on December
9, 2021 and again on December 22, 2021 to allow more stockholders 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. Based on the tabulation of votes,
Proposals 4 and 5 did not receive the requisite votes and did not pass. The final results received by the Company for Proposals 4 and
5 are set forth below.
As previously reported in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 10, 2021, the
Company’s stockholders voted at the Annual Meeting held on December 9, 2021 to approve Proposal 1 (Director Election Proposal),
Proposal 2 (Auditor Ratification Proposal), Proposal 3 (Say-on Pay Proposal) and 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
Commission on October 26, 2021.
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”)
Based on the tabulation of votes, Proposal 4
did not receive the requisite votes and did not pass. The results of the voting for this proposal were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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89,131,647
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46,381,107
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1,467,944
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0
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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
Based on the tabulation of votes, Proposal 5 did
not receive the requisite votes and did not pass. The results of the voting for this proposal were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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92,855,714
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41,924,628
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2,200,356
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0
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Although approximately
65% of the shares voted (including abstentions and withheld votes) were voted in favor of Proposal 4 and approximately 68% of the shares
voted (including abstentions and withheld votes) were voted in favor of Proposal 5, the Company did not have the requisite stockholder
votes to approve the proposals. The Company plans to continue to work on solutions to overcome structural impediments to implementation
of the will of its stockholders.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
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Exhibit
Description
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104
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Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: February 1, 2022
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IBIO, INC.
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By:
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/s/ Thomas F. Isett
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Name:
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Thomas F. Isett
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Title:
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Chief Executive Officer
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