proportion as the aggregate shares of Common Stock voted on the Reverse Stock Split Proposal (excluding any shares of Common Stock that are not voted). As an example, if the holders of 50.5% of the outstanding Common Stock are voted in favor of the Reverse Stock Split Proposal, 50.5% of the votes cast by the holders of the Preferred Stock will be cast as votes in favor of the Reverse Stock Split Proposal. Holders of Common Stock and Preferred Stock will vote on the Reverse Stock Split Proposal as a single class. Holders of Preferred Stock will have no right to vote on the Authorized Share Decrease Proposal.
Q: What is the difference between a stockholder of record and a beneficial owner?
A: Stockholder of Record: Shares Registered in Your Name
If on May 12, 2022 your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may directly vote your shares or submit a proxy to have your shares voted. We urge you to fill out and return the enclosed proxy card or submit a proxy on the internet as instructed herein to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on May 12, 2022 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. You will receive voting instructions from your broker, bank or nominee describing the available processes for voting your stock.
Q: What information is contained in the Proxy Statement?
A: The information included in this Proxy Statement relates to the proposals to be considered and voted on at the Special Meeting, the voting process and other required information.
Q: Who can help answer my questions?
A: If you have any questions about the Special Meeting or how to vote, submit a proxy or revoke your proxy, or you need additional copies of this Proxy Statement or voting materials, you can contact our proxy solicitor Okapi Partners LLC toll free: (844) 203-3605.
Q: How do I get electronic access to the proxy materials?
A: This Proxy Statement is available at www.ibioinc.com.
Q: What items of business will be considered and voted on at the Special Meeting?
A: The three (3) items of business scheduled to be considered and voted on at the Special Meeting are: (1) an amendment to the Certificate of Incorporation to effect, only in the event Board continues to believe it is advisable, a reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of Common Stock at the ratio of one (1) share of Common Stock for every twenty five (25) shares of Common Stock (the “Reverse Stock Split Proposal”); (2) an amendment to the Certificate of Incorporation to decrease, immediately following and conditioned upon the effectiveness of the Reverse Stock Split, the number of authorized shares of Common Stock (the “Authorized Share Decrease”) from 275,000,000 to 55,000,000 (the “Authorized Share Decrease Proposal”); and (3) the approval of an adjournment of the Special Meeting, if the Board of Directors determines it to be necessary or appropriate to solicit additional proxies if there are not sufficient votes in favor of either the Reverse Stock Split Proposal and/or the Authorized Share Decrease Proposal (the “Adjournment Proposal”).
Q: How does the Board of Directors recommend that I vote?
A: For the reasons described under each Proposal, the Board of Directors recommends that you vote (1) FOR the Reverse Stock Split Proposal; (2) FOR the Authorized Share Decrease Proposal; and (3) FOR the Adjournment Proposal, if necessary.
Q: What is a quorum and why is it necessary?
A: Conducting business at the Special Meeting requires a quorum. The presence, in person or by proxy, of the holders of one third of the issued and outstanding shares of Common Stock and Preferred Stock entitled to vote at the Special Meeting is necessary to constitute a quorum to transact business. Virtual attendance at the Special Meeting constitutes presence in person for purposes of voting and quorum at the Special Meeting. Abstentions are treated as present for purposes of determining whether