Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director and Appointment of New Director
Effective as of April 1, 2019, Arthur Y. Elliott, Ph.D. resigned
from his position with iBio, Inc. (the “Corporation”) as a member of the Board of Directors of the Corporation (“Board”).
Dr. Elliott did not advise the Corporation of any disagreement with the Corporation on any matter relating to its operations, policies
Effective as of April 1, 2019, Tom Isett was appointed as a member
of the Board to serve as a Class I director. His term as a Class I director will expire at the Corporation’s 2021 annual
meeting of stockholders.
Mr. Isett, age 54, is an accomplished executive
with decades of successful management and corporate development experience in the life sciences, with notable focus upon biologics
contract development and manufacturing organizations (CDMOs). In 2015, he founded i.e. Advising, LLC, a management and strategy
consulting firm, as well as Commence Bio, Inc., a private, early-stage developer of cellular immunotherapies. As Managing Director
of i.e. Advising - and in his earlier corporate development roles – Mr. Isett has advised Fortune 500 companies, private
equity firms, biotechs, and standards-setting organizations on key strategy, M&A, and intellectual property decisions in life
sciences. Over the course of his career, he has been involved in dozens of transactions cumulatively valued at over $20 billion.
Prior to his founding of i.e. Advising, Mr. Isett held leadership
roles for bioprocess product and service businesses over his 25 combined years with GE, Lonza, and BD. Mr. Isett was the founder
of Becton Dickinson’s BD Advanced Bioprocessing business, which he led from inception to over $60 million in revenues by
2009; by 2018, revenues reached $100 million and the business was sold for $477 million. At Lonza, he contributed to the rapid
growth of the cell & gene therapy CDMO unit as Head of Cell Processing Technologies. Notably, while with GE Life Sciences,
he accelerated growth for the North American BioProcess business via the introduction of an integrated solutions strategy, along
with new commercial and operating mechanisms to support execution.
The Corporation issued a press release on April 1, 2019 announcing
Mr. Isett’s appointment, a copy of which is attached hereto as Exhibit 99.1.
Effective as of March 29, 2019, the Corporation entered into an
Indemnification Agreement with Mr. Isett. The Corporation intends to enter in to substantially similar Indemnification Agreements
with each of its directors and executive officers.
The Indemnification Agreements, which clarify and supplement indemnification
provisions already contained in the Corporation’s Bylaws, generally provide that the Corporation shall indemnify the indemnitee
to the fullest extent permitted by applicable law, as it exists now or as the law may be amended in the future to increase the
scope of permitted indemnification, against judgments, fines, expenses and other amounts actually and reasonably incurred in connection
with the indemnitee’s service to the Corporation. The Indemnification Agreements also provide for rights to advancement of
expenses and procedures for the determination of entitlement to indemnification, which vary depending on whether the Corporation
has undergone a change in control.
The foregoing summary description of the Indemnification Agreements
is not intended to be complete and is qualified in its entirety by the complete text of the form of Indemnification Agreement which
is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Exhibits