UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934 (Amendment No. __ )
Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check the appropriate box:
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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 Under Rule 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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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed maximum aggregate value of transaction:
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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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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Dear iBio Stockholder:
You are cordially invited to attend the
Annual Meeting of Stockholders of iBio, Inc., a Delaware corporation (“iBio” or the “Company”). The meeting
will be held on Tuesday, December 19, 2017, at 10:00 a.m. local time at the Omni Berkshire Place Hotel, 21 East 52nd Street, New
York, New York.
At the annual meeting, you will be asked
to consider and act upon the following matters:
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1.
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To elect two directors each to serve as Class III directors for a three year term expiring at the 2020 annual meeting of stockholders
or until successors have been duly elected and qualified;
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2.
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To ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal
year ending June 30, 2018;
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3.
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To approve an advisory vote on executive compensation (“say-on-pay”);
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4.
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To approve an amendment to our certificate of incorporation, as amended, increasing the number of authorized shares of our
common stock from 175 million shares to 275 million shares;
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5.
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To approve an amendment to our 2008 Omnibus Equity Incentive Plan, as amended, to increase the number of shares of our common
stock authorized for issuance thereunder from 15 million shares to 25 million shares; and
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6.
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To transact any other business properly brought before the annual meeting.
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These matters are described in detail
in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. A proxy is included along with the Proxy Statement.
These materials are being sent to stockholders on or about November , 2017. Along with the attached Proxy Statement, we are sending
to you our Annual Report on Form 10-K for the fiscal year ended June 30, 2017. Such annual report, which includes our audited financial
statements, is not to be regarded as proxy solicitation material.
Your vote is important. Whether or not
you plan to attend the annual meeting, I urge you to take a moment to vote on the items in this year’s Proxy Statement. Voting
takes only a few minutes, and it will ensure that your shares are represented at the annual meeting.
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Sincerely,
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November , 2017
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Robert B. Kay
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Executive Chairman and Chief Executive Officer
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iBIO, INC.
600 Madison
Avenue, Suite 1601
New York,
NY 10022
NOTICE OF
2017 ANNUAL MEETING OF STOCKHOLDERS
Date
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Tuesday, December 19, 2017
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Time
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10:00 a.m. (Eastern time)
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Place
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Omni Berkshire Place Hotel, 21 East 52nd Street, New York, New York
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Items of Business
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1. To elect two directors each to serve as Class III directors for a three year term expiring at the 2020 annual meeting of stockholders or until successors have been duly elected and qualified;
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2. To ratify the selection of CohnReznick LLP as our independent registered public accounting firm for the current fiscal year ending June 30, 2018;
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3. To approve an advisory vote on executive compensation;
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4. To approve an amendment to our certificate of incorporation, as amended, to increase the number of authorized shares of common stock from 175 million to 275 million shares; and
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5. To approve an amendment to our 2008 Omnibus Equity Incentive Plan, as amended, to increase the number of shares of our common stock authorized for issuance thereunder from 15 million shares to 25 million shares;
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6. To transact such other business as may properly come before the annual meeting or any adjournment thereof.
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Record Date
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You are entitled to notice of, and to vote at the annual meeting and any adjournments of that meeting, if you were a stockholder of record at the close of business on November 16, 2017.
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Voting by Proxy
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Please submit the enclosed proxy as soon as possible so that your shares can be voted at the annual meeting in accordance with your instructions. For specific instructions regarding voting, please refer to the Questions and Answers beginning on page 1 of the Proxy Statement and the instructions on your proxy card.
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Submitting your proxy will not affect your right to attend the meeting and vote. A stockholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the annual meeting, by delivering a subsequent proxy or notifying the inspector of elections in writing of such revocation.
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By Order of the Board of Directors,
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Elizabeth Moyle, Secretary
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New York, New York
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November , 2017
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WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON AT THE ANNUAL MEETING IF YOU DESIRE TO DO
SO, AND YOUR PROXY IS REVOCABLE AT YOUR OPTION BEFORE IT IS EXERCISED.
iBIO, INC.
600 Madison Avenue, Suite 1601
New York,
NY 10022
PROXY STATEMENT
FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS
PROXY AND VOTING
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS
:
The notice of annual meeting of stockholders, the proxy
statement and the Company’s Annual Report on Form 10-K for the year ended June 30, 2017 are available electronically to
the Company’s stockholders of record as of the close of business on November 16, 2017 at
http://www.cstproxy.com/ibioin
c/am2017
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QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING
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Q.
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Why am I receiving this proxy statement?
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A.
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We have made this proxy statement available to you because the Board of Directors of iBio is soliciting your proxy to vote
at the 2017 Annual Meeting of Stockholders to be held on December 19, 2017 (the “Annual Meeting”). You are invited
to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the
Annual Meeting to vote your shares. Instead, you may vote by proxy by completing and returning the enclosed proxy card.
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Q.
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Who can vote at the Annual Meeting?
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A.
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Only stockholders of record at the close of business on November 16,
2017, the record date for the Annual Meeting (the “Record Date”), will be entitled to vote at the Annual Meeting. On
the Record Date, there were [
·
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shares of common stock, $0.001 par value per share, outstanding and entitled to vote at the annual meeting. On the Record Date
there was one share of the Company’s iBio CMO Preferred Tracking Stock, par value, $0.001 per share (“Preferred Tracking
Stock”) outstanding. The Preferred Tracking Stock is not entitled to vote on the proposals described in this proxy statement.
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Stockholder of Record:
Shares Registered in Your Name
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If on the Record Date your shares of common stock were registered directly in your
name with our transfer agent, Continental Stock Transfer and Trust Company, then you are a stockholder of record. As a stockholder
of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting,
we urge you to vote by returning the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares
Registered in the Name of a Broker or Bank
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If on the Record Date your shares of common stock were held 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 the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to
direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual
Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless
you request and obtain a valid proxy from your broker, bank or other agent.
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A.
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The proxy card enables you to appoint Robert B. Kay, our executive chairman, and Robert Erwin, our president, or either
of them, as your representatives at the Annual Meeting. By completing and returning the proxy card, you are authorizing Messrs.
Kay and Erwin to vote your shares at the Annual Meeting as you have instructed on the proxy card. If you do not specify on the
proxy card how your shares should be voted, your shares will be voted as recommended by our Board of Directors. By returning the
proxy card to us, you can vote your shares whether or not you attend the Annual Meeting.
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Q.
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How many votes do I have?
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A.
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On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
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Q.
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What is the quorum requirement?
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A quorum will be present if stockholders holding a majority of the outstanding shares of common stock on the Record Date are
present at the Annual Meeting in person or represented by proxy. On the Record Date, there were [•] shares of common stock
outstanding and entitled to vote.
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Your shares will be counted towards the quorum
only if you submit a valid proxy vote or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the
quorum requirement. If there is no quorum, the holders of a majority of the shares present in person or represented by proxy at
the Annual Meeting may adjourn the meeting to another date.
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A.
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There are five matters scheduled for a vote:
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The election of two directors each to serve as Class III directors
for a three year term expiring at the 2020 annual meeting of stockholders or until their respective successors have been duly elected
and qualified;
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The ratification of CohnReznick LLP as our independent registered
public accounting firm for the fiscal year ending June 30, 2018;
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The approval of an advisory vote on the compensation of our named
executive officers (the “Say-On-Pay Proposal”);
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The approval of an amendment to our certificate of incorporation,
as amended, to increase the number of authorized shares of our common stock from 175 million shares to 275 million shares; and
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The approval of an amendment to our 2008 Omnibus Equity Incentive
Plan, as amended, to increase the number of shares of our common stock authorized for issuance thereunder from 15 million shares
to 25 million shares.
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As of the date of this proxy statement, we are
not aware of any business expected to come before or be transacted at the Annual Meeting other than the matters described above.
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A.
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For Proposal 1, you may either vote “FOR” all the nominees for director or you may abstain from voting for any
nominee you specify. For Proposals 2, 3, 4 and 5, you may vote “FOR” or “AGAINST” or you may abstain from
voting. The procedures for voting are fairly simple:
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Stockholder of Record: Shares Registered
in Your Name
—
If you are a stockholder of record, you may vote in person at the Annual Meeting or you can vote by
returning the enclosed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure
your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.
Beneficial Owner: Shares Registered
in the Name of a Broker, Bank or other Agent
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If you are a beneficial owner of shares registered in the name of
your broker, bank, or other agent, you should have received this proxy statement from that organization rather than from iBio.
Simply follow the voting instructions provided by that organization.
To vote in person at the Annual Meeting, you must obtain
a valid proxy from your broker, bank or other agent.
Follow the instructions from your broker, bank or other agent included
with these proxy materials, or contact your broker, bank or other agent to request a proxy form.
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Q.
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What if I return a proxy card but do not make specific
choices?
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A.
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If you properly submit your proxy and do not revoke it, the proxy holders will vote your shares in accordance with your instructions.
If your properly completed proxy gives no instructions, and you are a shareholder of record, then the persons named as proxy holders
will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and
as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual
Meeting. If you are a beneficial owner of shares registered in the name of a broker, bank or other agent and do not provide the
organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds
your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization
that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization
will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This
is generally referred to as a “broker non-vote.”
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Q.
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How may I change or revoke my vote after submitting
my proxy?
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A.
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You may change or revoke your proxy at any time before the Annual Meeting. You may revoke your proxy in any one of three ways:
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You may submit another properly completed proxy with a later date.
Only the most recently dated proxy will be counted.
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You may send written notice in time for receipt by us prior to the
Annual Meeting that you are revoking your proxy. Such notice should be sent us c/o of our Secretary, iBio, Inc., 600 Madison Avenue,
Suite 1601, New York, NY 10022.
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You may attend the Annual Meeting, request that your proxy be revoked
and vote in person as instructed above. Simply attending the meeting will not, by itself, revoke your proxy. You must specifically
request such revocation.
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Q.
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What does it mean if I receive more than one notice
of Annual Meeting?
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A.
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If you receive more than one notice of Annual Meeting, your shares are registered in more than one name or are registered in
different accounts. You should submit a proxy for each name and account to ensure that all of your shares are voted.
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Q.
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What are broker non-votes?
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A.
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Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions as to
how to vote to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker
or nominee can vote the shares with respect to matters that are “discretionary” items but cannot vote the shares with
respect to “nondiscretionary” items (resulting in a “broker non-vote”).
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If your shares are held by your
broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that
holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items,
but not with respect to “non-discretionary” items. On non-discretionary items for which you do not give your broker
instructions, the shares will be treated as broker non-votes. The ratification of the selection of CohnReznick LLP is a “discretionary”
item. All the other matters being acted upon and put to a vote at the Annual Meeting are “non-discretionary” items.
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Q.
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How many votes are needed to approve each proposal?
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A.
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For the approval of Proposal 1 (the election of directors), the two nominees receiving the most “FOR” votes from
the holders of shares present in person or represented by proxy and entitled to vote on the election of directors will be elected,
regardless of whether that number represents a majority of the votes cast. Abstentions and broker non-votes will have no effect
on the outcome of the election of directors.
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To be approved, Proposals 2, 3, 4 and 5 (ratifying
the selection of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018;
approving the Say-On-Pay Proposal; approving the amendment to our certificate of incorporation; and approving the amendment to
our 2008 omnibus equity incentive plan) must receive “FOR” votes from the holders of a majority of shares present at
the Annual Meeting, either in person or by proxy. Abstentions and broker non-votes will have the same effect as a vote against
the proposal, because passage of Proposals 2, 3, 4 and 5 requires the affirmative vote of a majority of the votes present, in person
or by proxy, at the Annual Meeting.
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Q.
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Am I entitled to dissenter’s rights?
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A.
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No. Delaware General Corporation Law does not provide for dissenter’s rights in connection with the proposals being voted
on at the Annual Meeting.
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Q.
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Where may I find the results of the voting at the Annual
Meeting?
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A.
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Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report
on Form 8-K within four business days following the Annual Meeting.
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Q.
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Who is paying for this proxy solicitation?
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A.
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Our Board of Directors is soliciting the proxy accompanying this proxy statement. The Company will bear the cost of soliciting
proxies. Such cost will include charges by brokers and other custodians, nominees and fiduciaries for forwarding proxies and proxy
materials to the beneficial owners of our common stock. Solicitation may also be made personally by telephone or by email by the
Company’s directors, officers and regular employees without additional compensation.
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PROPOSAL 1 — ELECTION OF DIRECTORS
The Company’s Board of Directors is currently composed
of seven (7) directors divided into three classes of directors, Class I, II and III, with each class serving staggered 3-year terms.
The current term of office for each Class III director expires at the Annual Meeting. The class and current term of each director
is as follows:
Class and Term Expiration
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Directors
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Class I
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Robert B. Kay
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(2018)
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General James T. Hill
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Arthur Y. Elliott, Ph.D.
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Class II
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Glenn Chang
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(2019)
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Philip K Russell, M.D.
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Class III
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John D. McKey, Jr.
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(2017)
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Seymour Flug
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At our annual meeting, our stockholders
will consider and vote upon the re-election of John D. McKey, Jr. and Seymour Flug to serve as Class III directors. If re-elected,
these nominees will serve for a three-year term that will expire at the 2020 annual meeting of stockholders.
Our
Board of Directors believes that all of our current directors, including the two nominees for election, possess personal and professional
integrity, good judgment, a high level of ability and business acumen. Our Board of Directors also believes that Mr. McKey and
Mr. Flug have performed exceptionally well in their respective time served as directors.
Each nominee has agreed to serve if elected
and we have no reason to believe that any nominee will be unable to serve. If any nominee becomes unavailable for election as a
result of an unexpected occurrence, proxies will be voted for the election of a substitute nominee proposed by our Board of Directors
or for election of only the remaining nominees.
Unless authority to do so is withheld,
shares represented by executed proxies will be voted for the election of Mr. McKey and Mr. Flug. Proxies cannot be voted for a
greater number of persons than the number of nominees standing for election. Since two directors are to be elected at the annual
meeting, the two nominees for director who receive the highest number of affirmative votes for election will be elected as Class
III directors.
Information
with respect to the number of shares of common stock beneficially owned by each nominee for election as a Class III director and
each of our other directors appears under the heading “
Security Ownership of Certain Beneficial Owners and Management
”.
The
name, age, years of service on our Board of Directors, principal occupation and business experience and certain other information
for each Class III director nominee is set forth below.
Name and Age
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Principal Occupation and Business Experience
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Director Since
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John D. McKey, Jr. (age 74)
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Since 2003, has served as of counsel at McCarthy, Summers, Bobko, Wood, Sawyer & Perry, P.A. in Stuart, Florida, and previously was a partner from 1987 through 2003. From 1977 to 1987, Mr. McKey was a partner at Gunster Yoakley in Palm Beach, Florida. Mr. McKey received his B.B.A at the University of Georgia and his J.D. from the University Of Florida College Of Law. Mr. McKey’s extensive experience representing private and public companies operating in varied business sectors brings our Board insights and acumen to best corporate practices and implementation of strategic and financial plans.
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August 2008
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Seymour Flug (age 82)
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Prior to retiring, Mr. Flug was Chairman of the Board and CEO of Diners Club International and a Managing Director of Citibank. Prior to joining Citibank, Mr. Flug served as Senior Vice President of Hess Oil Company. Mr. Flug began his career as Certified Public Accountant at Deloitte & Touche, a predecessor to the firm now known as Deloitte. Mr. Flug received his B.B.A from Baruch College. Mr. Flug’s experience leading a multinational company and his experience as a certified public accountant allow him to offer us unique perspectives on global business opportunities, best business practices and additional audit expertise. Mr. Flug is qualified as an Audit Committee Financial Expert as defined in Regulation S-K Item 407(d)(5)(ii).
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December 2012
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The Board of Directors believes that approval of the election
of each nominee director named above is in the best interests of our stockholders and therefore recommends a vote “FOR”
each nominee.
OTHER DIRECTORS OF THE COMPANY SERVING
AS CLASS I AND CLASS II DIRECTORS
The
name, age, years of service on our Board of Directors, principal occupation and business experience and certain other information
for each our Class I and Class II directors who will continue to serve on the Board of Directors and who are not standing for election
at this annual meeting is set forth below
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Name and Age
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Principal Occupation and Business Experience
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Director Since
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Robert B. Kay
(age 77)
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Mr. Kay is our Executive Chairman and Chief Executive Officer
and has served in these capacities since we became a publicly traded company in August 2008. Previously, Mr. Kay was a founder
and senior partner of the New York law firm of Kay Collyer & Boose LLP, with a particular focus on mergers and acquisitions
and joint ventures. Mr. Kay received his B.A. from Cornell University’s College of Arts & Sciences and his J.D. from
New York University Law School.
Mr. Kay oversees every aspect of our business in
his role as executive chairman and chief executive officer. Given his years with the company and his prior experience, we believe
that Mr. Kay has an excellent understanding of our business and the global markets in which we operate and those in which we anticipate
operating in the future.
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August 2008
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General James T. Hill (retired) (age 71)
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General Hill was the Commander of the 4-Star United
States Southern Command, reporting directly to the President and Secretary of Defense at the time of his retirement from active
duty. As such he led all U.S. military forces and operations in Central America, South America and the Caribbean, worked directly
with U.S. Ambassadors, foreign heads of state, key Washington decision-makers, foreign senior military and civilian leaders, developing
and executing United States policy. His responsibilities included management, development and execution of plans and policy within
the organization including programming, communications, manpower, operations, logistics and intelligence. General Hill’s
experience implementing plans and policies within diverse geographic regions and his insights regarding the conduct of business
affairs in Central and South America is a key resource for us.
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August 2008
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Arthur Y. Elliott, Ph.D (age 81)
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Dr. Elliott serves as a member of the American Association
for Advancement of Science, American Society for Microbiology, and American Tissue Culture Association. Prior to retiring, Dr.
Elliott spent 16 years with Merck & Co., serving ultimately as Executive Director of Biological Operations, Merck Manufacturing
Division, responsible for the bulk manufacture, testing, release and registration of all biological products sold. Dr. Elliott
also directed the manufacturing, process development, and other operations of North American Vaccine, Inc. for six years, and most
recently served as consultant to Aventis (Sanofi Pasteur) Pharmaceutical Corporation in its design and implementation of new, highly
automated manufacturing facilities for influenza vaccines. Dr. Elliott has served with the United States Department of Health and
Human Services (“HHS”) in the Avian Influenza Pandemic Preparedness Program in Washington, D.C. as Senior Program Manager
for the Antigen Sparing Project since 2006. The program involves the cooperation of three pharmaceutical companies and four government
groups (NIH, CDC, United States Food and Drug Administration, and HHS). While at Merck, he worked closely with both Merck Research
Laboratories and the Merck Vaccine Division to forecast the timely transfer of technology for new and improved products from the
research laboratories through the manufacturing area and into the marketing division for sales introductions. He has served as
a biological consultant to the World Health Organization, NIH, and The Bill & Melinda Gates Foundation. Dr. Elliott holds a
Ph.D. in Virology from Purdue University, and an M.S. in Microbiology and a B.A. in Biology from North Texas State University.
Dr. Elliot’s extensive experience and expertise with
the manufacture of vaccines and therapeutics is particularly relevant to our business and our efforts to manufacture such products
which in a key component of our business.
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October 2010
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Glenn Chang (age 69)
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Since February 2014, Mr. Chang has served as Chief Financial Officer of Singer Vehicle Design, a private company in the business of automotive design and restoration. Mr. Chang served as the Chief Financial Officer of Alma Bank, a New York headquartered bank with over $900 million of assets and 13 branches in the New York City Metropolitan area from late 2012 to February 2014. Before joining Alma, from 1999 to 2012, Mr. Chang served as a founder, Director, Chief Financial Officer and consultant to First American International Bank which is the largest locally owned Chinese American Bank. Prior to that he spent 20 years at Citibank, N.A as Vice President. Mr. Chang is a retired Certified Public Accountant. Mr. Chang’s extensive executive and financial leadership in his current and former positions and his training and experience as a Certified Public Accountant adds vital expertise to our Board of Directors and our Audit Committee in the form of financial understanding, business perspective and audit expertise. Mr. Chang is qualified as an Audit Committee Financial Expert as defined in Regulation S-K Item 407(d)(5)(ii).
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August 2008
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Philip K. Russell, M.D. (age 85)
|
|
Dr. Russell served in the U.S. Army Medical Corps from 1959 to 1990, pursuing a career in infectious disease and tropical medicine research. Following his military service, Dr. Russell joined the faculty of Johns Hopkins University’s School of Hygiene and Public Health and worked closely with the World Health Organization as special advisor to the Children’s Vaccine Initiative. He was founding board member of the International AIDS Vaccine Initiative, and is an advisor to the Bill & Melinda Gates Foundation. He has served on numerous advisory boards of national and international agencies, including the Centers for Disease Control (“CDC”), the National Institutes of Health (“NIH”) and the Institute of Medicine. Dr. Russell is a past Chairman of the Albert B. Sabin Vaccine Institute. Dr. Russell’s extensive experience and expertise in the field of infectious diseases and his association with leading governmental and not-for-profit entities engaged in pioneering work throughout the world provides us with invaluable insights into priorities for these entities and business development opportunities for us.
|
|
March 2010
|
INFORMATION
REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Compensation
Compensation for our non-employee directors has historically
consisted of a grant of stock options vesting over a three-year period and additional cash compensation. We do not have a fixed
policy with respect to this compensation, but the compensation is generally equal for each non-employee director except in cases
where a director assumes additional responsibilities above and beyond standard board service. Directors who are also our employees
receive no additional compensation for their services as directors.
Director Compensation Table
The following table sets forth summary information concerning
the total compensation paid to our non-employee directors for services to the Company during the fiscal year ended June 30, 2017:
Name
|
|
Fees
Earned
or Paid
in Cash
|
|
|
Option
Awards(1)(2)
|
|
|
Total
|
|
General James T. Hill
|
|
$
|
27,496
|
|
|
$
|
60,000
|
|
|
$
|
87,496
|
|
Glenn Chang
|
|
|
15,000
|
|
|
|
60,000
|
|
|
|
75,000
|
|
John D. McKey
|
|
|
15,000
|
|
|
|
60,000
|
|
|
|
75,000
|
|
Philip K. Russell, M.D.
|
|
|
15,000
|
|
|
|
60,000
|
|
|
|
75,000
|
|
Arthur Elliot
|
|
|
15,000
|
|
|
|
60,000
|
|
|
|
75,000
|
|
Seymour Flug
|
|
|
15,000
|
|
|
|
60,000
|
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,496
|
|
|
|
360,000
|
|
|
|
462,496
|
|
|
(1)
|
Reflects the aggregate grant date fair value computed in accordance with FASB ASC 718.
|
|
(2)
|
The aggregate number of stock options outstanding for each non-employee director was as follows
as of June 30, 2017: Gen. Hill 550,000, Mr. Chang 550,000, Mr. McKey 650,000, Dr. Russell 460,000, Dr. Elliott 460,000, and Mr.
Flug 340,000.
|
Director Independence
Our Board of Directors has determined that Messrs. Chang,
Flug and McKey, Drs. Elliott and Russell and General Hill are each “independent directors” as such term is defined
in Section 803 of the NYSE American Company Guide.
Board Committees
Our Board of Directors has the authority
to appoint committees to perform certain management and administrative functions. Our Board of Directors has constituted audit,
compensation and nominating committees.
Nominating Committee and Nomination Process
The Nominating Committee was formed to address general governance
and policy oversight; succession planning; to identify qualified individuals to become prospective Board members and make recommendations
regarding nominations for our Board of Directors; to advise the Board with respect to appropriate composition of Board committees;
to advise the Board about and develop and recommend to the Board appropriate corporate governance documents and assist the Board
in implementing guidelines; to oversee the annual evaluation of the Board and our chief executive officer, and to perform such
other functions as the Board may assign to the committee from time to time. The Nominating Committee has a charter which is available
on our website at www.ibioinc.com. The Nominating Committee consists of three independent directors: Arthur Y. Elliott,
Ph.D., (Nominating Committee Chairman), Glenn Chang and General James T. Hill.
Our directors take a critical role in guiding our strategic
direction and oversee the management of our company. Board candidates are considered based upon various criteria, such as their
broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term
interests of our stockholders and personal integrity and judgment. In addition, directors must have time available to devote to
Board activities and to enhance their knowledge of the life sciences industry. Accordingly, we seek to attract and retain highly
qualified directors who have sufficient time to attend to their substantial duties and responsibilities.
Our Board of Directors believes given the diverse skills
and experience required to grow our company that the input of all members of the Nominating Committee is important for considering
the qualifications of individuals to serve as directors but does not have a diversity policy. Further, the Nominating Committee
believes that the minimum qualifications for serving as our director are that a nominee demonstrate, by significant accomplishment
in his or her field, an ability to make a meaningful contribution to the Board’s oversight of our business and affairs of
and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities.
Whenever a new seat or a vacated seat on the Board is being filled, candidates that appear to best fit the needs of the Board and
our company are identified and unless such individuals are well known to the Board, they are interviewed and further evaluated
by the Nominating Committee. Candidates selected by the Nominating Committee are then recommended to the full Board
for their nomination to stockholders. The Nominating Committee recommends a slate of directors for election at the annual meeting.
In accordance with NYSE American rules, the slate of nominees is approved by a majority of the independent directors.
In carrying out its responsibilities, our Board will consider
candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however,
he or she must do so in accordance with the provisions of our First Amended and Restated Bylaws. Suggestions for candidates to
be evaluated by the Nominating Committee must be sent to Secretary, iBio, Inc., 600 Madison Avenue, Suite 1601, New York, NY 10022-1737.
Audit Committee
The Audit Committee of the Board of Directors makes recommendations
regarding the retention of the independent registered public accounting firm, reviews the scope of the annual audit undertaken
by our independent registered public accounting firm and the progress and results of their work, reviews our financial statements,
and oversees the internal controls over financial reporting and corporate programs to ensure compliance with applicable laws and
regulations. The Audit Committee reviews all services performed for us by the independent registered public accounting firm and
determines whether they are compatible with maintaining the registered public accounting firm’s independence. The Audit Committee
has a charter, which is reviewed annually and as may be required due to changes in industry accounting practices or the promulgation
of new rules or guidance documents. The Audit Committee charter is available on our website at www.ibioinc.com. The Audit
Committee consists of two independent directors as determined by NYSE American listing standards: Glenn Chang (Audit Committee
Chairman) and Seymour Flug. Mr. Chang and Mr. Flug are each qualified as an Audit Committee Financial Expert as defined in Regulation
S-K Item 407(d)(5)(ii).
Compensation Committee
The Compensation Committee of the Board of Directors reviews
and approves executive compensation policies and practices, reviews salaries and bonuses for our senior executive officers, administers
our equity incentive plan and other benefit plans, and considers other matters as may, from time to time, be referred to them by
our Board of Directors. The Compensation Committee has a charter which is available on our website at www.ibioinc.com. The
members of the Compensation Committee are General James T. Hill (Compensation Committee Chairman), Arthur Y. Elliott, Ph.D. and
Philip K. Russell, M.D.
Board Leadership Structure and Role in Risk Oversight
Our chief executive officer also serves as the executive
chairman of our Board of Directors. We do not have a lead independent director. Our executive chairman, when present, presides
over all meetings of our Board. We believe this leadership structure is appropriate for our Company at this time because (1) of
our size, (2) of the size of our Board, (3) our chief executive officer is responsible for our day-to-day operation and implementing
our strategy, and (4) discussion of developments in our business and financial condition and results of operations are important
parts of the discussion at meetings of our Board of Directors and it makes sense for our chief executive officer to chair those
discussions.
Our Board of Directors oversees our risk management. This
oversight is administered primarily through the following:
|
·
|
Our Board’s review and approval of our business strategy, including
the projected opportunities and challenges facing our business;
|
|
·
|
At least quarterly review of our business developments and financial
results;
|
|
·
|
Our Audit Committee’s oversight of our internal controls over
financial reporting and its discussions with management and the independent registered public accountants regarding the quality
and adequacy of our internal controls and financial reporting; and
|
|
·
|
Our Board’s review and recommendations regarding our executive
officer compensation and its relationship to our business objectives and goals.
|
Meetings of the Board of Directors and Committees
During the fiscal year ended June 30, 2017, the Board of
Directors held four meetings in person or by telephone and acted by unanimous written consent on three occasions and the Audit
Committee held four meetings in person or by telephone. The Nominating Committee acted by unanimous written consent on one occasion,
and no meetings in person or by telephone were held by the Nominating Committee. No meetings in person or by telephone were held
and no actions were taken by the Compensation Committee as matters addressable by such committee were considered and approved by
the full Board. Between meetings, members of the Board of Directors are provided with information regarding our operations and
are consulted on an informal basis with respect to pending business. Each director attended at least 75% of the aggregate of the
total number of meetings of the Board and the total number of meetings of the committees on which such director serves. Six out
of seven of our directors attended our 2016 Annual Meeting of Stockholders.
Although we do not have a policy with regard to Board members’
attendance at our annual meetings of stockholders, all of the directors are encouraged to attend such meetings.
Stockholder Communications with the Board of Directors
Interested parties may communicate with the Board or specific
members of the Board, including the independent directors and the members of the Audit Committee, by submitting correspondence
addressed to the Board of Directors of iBio, Inc. c/o any specified individual director or directors at 600 Madison Avenue, Suite
1601, New York, New York 10022-1737. Any such correspondence will be forwarded to the indicated directors.
Code of Ethics
We have adopted a written code of ethics within the meaning of Item
406 of SEC Regulation S-K, which applies to all of our employees, including our principal executive officer and our chief financial
officer, a copy of which can be found on our website at www.ibioinc.com. If we make any waivers or substantive amendments to the
code of ethics that are applicable to our principal executive officer or our chief financial officer, we will disclose the nature
of such waiver or amendment in a Current Report on Form 8-K in a timely manner. No waivers from any provision of our policy have
been granted.
Available information about iBio
Current reports, quarterly reports, annual reports, and reports
under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) previously filed with
the Securities and Exchange Commission (“SEC”), are available on our website at www.ibioinc.com and in print for any
stockholder upon written request to our Secretary.
Executive Officers
The following table sets forth the names,
ages and biographical information of our executive officers as of November 16, 2017:
Name
|
|
Age
|
|
Position Held With Us
|
Robert B. Kay
|
|
77
|
|
Executive Chairman and Chief Executive Officer
|
Robert L. Erwin
|
|
64
|
|
President
|
James P. Mullaney
|
|
46
|
|
Chief Financial Officer
|
Terence Ryan, Ph.D.
|
|
62
|
|
Chief Scientific Officer
|
The following are brief biographies
of each executive officer:
Robert B. Kay
has served as our Executive Chairman
and Chief Executive Officer since we became a publicly traded company in August 2008. Mr. Kay was a founder and senior partner
of the New York law firm of Kay Collyer & Boose LLP, with a particular focus on mergers and acquisitions and joint ventures.
Mr. Kay received his B.A. from Cornell University’s College of Arts & Sciences and his J.D. from New York University
Law School.
Robert L. Erwin
has been our President since we became
a publicly traded company in August 2008. Mr. Erwin led Large Scale Biology Corporation from its founding in 1988 through 2003,
including a successful initial public offering in 2000, and continued as non-executive Chairman until 2006. He served as Chairman
of Icon Genetics AG from 1999 until its acquisition by a subsidiary of Bayer AG in 2006. Mr. Erwin recently served as Managing
Director of Bio-Strategic Directors LLC, providing consulting services to the life sciences industry. He is currently Chairman
of Novici Biotech, a private biotechnology company and a Director of Oryn Therapeutics. Mr. Erwin’s non-profit work focuses
on applying scientific advances to clinical medicine, especially in the field of oncology. He is co-founder, President and Director
of the Marti Nelson Cancer Foundation, Oncology. Mr. Erwin received his BS degree with Honors in Zoology and an MS degree in Genetics
from Louisiana State University.
James P. Mullaney
has served as our Chief Financial
Officer since March 1, 2017. Mr. Mullaney has over 20 years of experience encompassing finance, accounting, management and advisory
positions. He has been a member of PwC's Audit practice as well as KPMG's CFO Advisory Services practice. Prior to joining iBio,
Inc., Mr. Mullaney served in the capacity as Corporate Controller for Citihub Consulting, a multi-national IT services firm. He
brings extensive finance transformation, strategic development and partnership, internal control and regulatory compliance background
to iBio, Inc. Mr. Mullaney holds a CPA license in New York State.
Terence E. Ryan
, Ph.D., has been our chief scientific
officer since March 2012, and prior to that, served as senior vice president since joining the Company in July 2010. Dr. Ryan previously
served as assistant vice president, Systems Biology at Wyeth Pharmaceuticals (later Pfizer, Inc.) from 2007 to 2010, and director
of Integrative Biology at GlaxoSmithKline from 2003 to 2007. He has also been director, Cell Biology at Celera Genomics from 2000
to 2003 and associate director of Cell Technologies and Protein Sciences at Regeneron Pharmaceuticals, Inc. Dr. Ryan received his
A.B. in Biology from Princeton University, his M.S. and Ph.D. in Microbiology from Rutgers University and was a post-doctoral fellow
in Molecular Virology at the University of Wisconsin.
Summary Compensation Table
The table below summarizes the total compensation paid or
earned by our principal executive officer, principal financial officer and our two other most highly compensated executive officers
who were serving as executive officers at June 30, 2017, the end of our last completed fiscal year. We refer to the executive officers
identified in this table as our “named executive officers.”
Name and
Principal Position
|
|
Fiscal
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Option
Awards (1)
|
|
|
Total
|
|
Robert B. Kay
|
|
|
2017
|
|
|
$
|
310,732
|
|
|
$
|
-
|
|
|
$
|
107,085
|
|
|
$
|
417,817
|
|
Executive Chairman
|
|
|
2016
|
|
|
|
310,732
|
|
|
|
-
|
|
|
|
470,495
|
|
|
|
781,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Giannone(2)
|
|
|
2017
|
|
|
|
112,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
112,500
|
|
Former Chief Financial Officer
|
|
|
2016
|
|
|
|
99,000
|
|
|
|
-
|
|
|
|
94,099
|
|
|
|
193,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Mullaney (3)
|
|
|
2017
|
|
|
|
66,667
|
|
|
|
20,000
|
|
|
|
52,966
|
|
|
|
139,633
|
|
Chief Financial Officer
|
|
|
2016
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Erwin
|
|
|
2017
|
|
|
|
230,000
|
|
|
|
-
|
|
|
|
107,085
|
|
|
|
337,085
|
|
President
|
|
|
2016
|
|
|
|
230,000
|
|
|
|
-
|
|
|
|
470,495
|
|
|
|
700,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terence E. Ryan, Ph.D.
|
|
|
2017
|
|
|
|
200,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
200,000
|
|
Chief Scientific Officer
|
|
|
2016
|
|
|
|
200,000
|
|
|
|
-
|
|
|
|
62,733
|
|
|
|
262,733
|
|
|
(1)
|
Reflects
the aggregate grant date fair value computed in accordance with FASB ASC 718.
|
|
(2)
|
Mr.
Giannone’s resigned effective March 1, 2017.
|
|
(3)
|
James
P. Mullaney was appointed Chief Financial Officer on March 1, 2017.
|
Outstanding Equity Awards at Fiscal
Year-Ending June 30, 2017
The following table shows information regarding unexercised
stock options held by our named executive officers as of June 30, 2017.
Name
|
|
Unexercised
Options
|
|
|
Exercise
Price
|
|
|
Expiration
Date
|
|
Market
Value (1)
|
|
Robert Kay (2)
|
|
|
250,000
|
|
|
$
|
0.20
|
|
|
2/13/19
|
|
$
|
47,500
|
|
Robert Kay (2)
|
|
|
250,000
|
|
|
$
|
0.66
|
|
|
8/10/19
|
|
$
|
-
|
|
Robert Kay (2)
|
|
|
300,000
|
|
|
$
|
1.73
|
|
|
8/16/20
|
|
$
|
-
|
|
Robert Kay (3)
|
|
|
500,000
|
|
|
$
|
3.07
|
|
|
12/30/20
|
|
$
|
-
|
|
Robert Kay (3)
|
|
|
500,000
|
|
|
$
|
3.07
|
|
|
12/30/20
|
|
$
|
-
|
|
Robert Kay (4)
|
|
|
300,000
|
|
|
$
|
1.96
|
|
|
10/21/21
|
|
$
|
-
|
|
Robert Kay (4)
|
|
|
300,000
|
|
|
$
|
1.10
|
|
|
7/24/22
|
|
$
|
-
|
|
Robert Kay (4)
|
|
|
300,000
|
|
|
$
|
0.50
|
|
|
7/16/23
|
|
$
|
-
|
|
Robert Kay (5)
|
|
|
600,000
|
|
|
$
|
1.00
|
|
|
9/5/24
|
|
$
|
-
|
|
Robert Kay (5)
|
|
|
750,000
|
|
|
$
|
1.72
|
|
|
9/4/25
|
|
$
|
-
|
|
Robert Kay (5)
|
|
|
300,000
|
|
|
$
|
0.40
|
|
|
5/1/27
|
|
$
|
-
|
|
Robert Erwin (2)
|
|
|
250,000
|
|
|
$
|
0.20
|
|
|
2/13/19
|
|
$
|
47,500
|
|
Robert Erwin (2)
|
|
|
250,000
|
|
|
$
|
0.66
|
|
|
8/10/19
|
|
$
|
-
|
|
Robert Erwin (2)
|
|
|
300,000
|
|
|
$
|
1.73
|
|
|
8/16/20
|
|
$
|
-
|
|
Robert Erwin (4)
|
|
|
300,000
|
|
|
$
|
1.96
|
|
|
10/21/21
|
|
$
|
-
|
|
Robert Erwin (4)
|
|
|
300,000
|
|
|
$
|
1.10
|
|
|
7/24/22
|
|
$
|
-
|
|
Robert Erwin (4)
|
|
|
300,000
|
|
|
$
|
0.50
|
|
|
7/16/2
|
3
|
$
|
-
|
|
Robert Erwin (5)
|
|
|
600,000
|
|
|
$
|
1.00
|
|
|
9/5/24
|
|
$
|
-
|
|
Robert Erwin (5)
|
|
|
750,000
|
|
|
$
|
1.72
|
|
|
9/4/25
|
|
$
|
-
|
|
Robert Erwin (5)
|
|
|
300,000
|
|
|
$
|
0.40
|
|
|
5/1/27
|
|
$
|
-
|
|
Terence Ryan (6)
|
|
|
100,000
|
|
|
$
|
1.38
|
|
|
7/14/20
|
|
$
|
-
|
|
Terence Ryan (6)
|
|
|
100,000
|
|
|
$
|
1.96
|
|
|
10/21/21
|
|
$
|
-
|
|
Terence Ryan (5)
|
|
|
100,000
|
|
|
$
|
1.72
|
|
|
9/4/25
|
|
$
|
-
|
|
James Mullaney (5)
|
|
|
150,000
|
|
|
$
|
0.40
|
|
|
3/1/27
|
|
$
|
-
|
|
|
(1)
|
The
market value for each award is based upon the closing stock price of $0.39 per share of common stock on June 30, 2017, less the
exercise price of the option.
|
|
(2)
|
Options vested in five equal annual installments on the anniversary date of grant. Options fully vested as of June 30, 2017.
|
|
(3)
|
Options vested on the vesting commencement date of the grant. Options fully vested as of June 30, 2016.
|
|
(4)
|
Options vest in five equal annual installments on the anniversary date of grant.
|
|
(5)
|
Options vest in three equal annual installments on the anniversary date of grant.
|
|
(6)
|
Options vested in three equal annual installments on the anniversary date of grant. Options fully vested as of June 30, 2017.
|
Employment Agreements
The Company and its Chief Financial
Officer, James P. Mullaney, entered into an employment offer letter, dated December 30, 2016. Pursuant to the offer letter, Mr.
Mullaney was offered an initial annual base salary of $200,000, which was increased to $240,000 in July 2017. He also received
a sign-on bonus of $20,000. He is entitled to participate as a member of senior management in any plan adjusting senior management
compensation that may be adopted by the Company, based on goals and objectives agreed, and on a formula approved by, the Company’s
Board of Directors. In addition, pursuant to the offer letter, Mr. Mullaney was awarded an initial option to purchase 150,000 shares
of the Company’s common stock. The option vests annually over three years. Mr. Mullaney is employed on an at-will basis.
As of June 30, 2017, we did not have
any other employment contracts or other similar agreements or arrangements with any of our named executive officers.
Equity Incentive Plan
On August 12, 2008,
the Company adopted the iBioPharma 2008 Omnibus Equity Incentive Plan (the “Plan”) for employees, officers, directors
and external service providers. In December 2013 our stockholders approved an amendment to the Plan to increase the number of shares
of our common stock authorized for issuance thereunder from 10 million shares to 15 million shares. Under the provisions of the
Plan, the Company may grant options to purchase stock and/or make awards of restricted stock up to an aggregate amount of 15 million
shares. Stock options granted under the Plan may be either incentive stock options (as defined by Section 422 of the internal Revenue
Code of 1986, as amended) or non-qualified stock options at the discretion of the Board of Directors. Vesting of awards occurs
ratably on the anniversary of the grant date over the service period as determined at the time of grant.
The following table provides information regarding the status
of the Plan at June 30, 2017:
|
|
Number of
Shares of Common
Stock
to be Issued
Upon Exercise of
Outstanding
Options
|
|
|
Weighted-Average
Exercise Price of
Outstanding
Options
|
|
|
Number of Options
Available for
Future Issuance Under
Equity Compensation
Plans
(excluding securities
reflected in the
previous columns)
|
|
Equity compensation plan approved by stockholders
|
|
|
13,548,334
|
|
|
$
|
1.21
|
|
|
|
1,451,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by stockholders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
13,548,334
|
|
|
$
|
1.21
|
|
|
|
1,451,666
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information
with respect to the beneficial ownership of our outstanding common stock as of November 13, 2017:
|
·
|
each person who is known by us to be the beneficial owner of 5% or
more of our outstanding common stock;
|
|
·
|
each of our directors including our chief executive officer;
|
|
·
|
each of our other named executive officers; and
|
|
·
|
all of our current executive officers and directors as a group.
|
Except as otherwise noted in the footnotes
below, to our knowledge, each of the persons named in this table has sole voting and investment power with respect to the securities
indicated as beneficially owned.
|
|
Number of
|
|
|
Percent of
|
|
|
|
Shares
|
|
|
Shares
|
|
Name and Address of Beneficial Owner(1)
|
|
Beneficially
|
|
|
Beneficially
|
|
5% Stockholders
|
|
Owned (2)
|
|
|
Owned(2)
|
|
|
|
|
|
|
|
|
Eastern Capital Limited
|
|
|
33,744,000
|
(3)
|
|
|
36.
|
4%
|
E. Gerald Kay
|
|
|
5,945,695
|
(4)
|
|
|
6.4
|
%
|
Carl DeSantis
|
|
|
5,014,873
|
(5)
|
|
|
5.4
|
%
|
|
|
|
|
|
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Kay
|
|
|
4,770,962
|
(6)
|
|
|
4.7
|
%
|
Glenn Chang
|
|
|
468,817
|
(7)
|
|
|
0.5
|
%
|
Arthur Y. Elliott, Ph.D.
|
|
|
366,667
|
(8)
|
|
|
0.4
|
%
|
John McKey, Jr.
|
|
|
1,043,225
|
(9)
|
|
|
1.0
|
%
|
Seymour Flug
|
|
|
246,667
|
(8)
|
|
|
0.2
|
%
|
General James T. Hill
|
|
|
471,667
|
(10)
|
|
|
0.5
|
%
|
Philip K. Russell, M.D.
|
|
|
366,667
|
(8)
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
Other Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert L. Erwin
|
|
|
2,740,000
|
(8)
|
|
|
2.7
|
%
|
Terence E. Ryan, Ph.D.
|
|
|
266,667
|
(8)
|
|
|
0.3
|
%
|
James P. Mullaney
|
|
|
-
|
(11)
|
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
All current directors and executive officers as a group (10 persons)
|
|
|
10,741,339
|
(12)
|
|
|
10.7
|
%
|
|
(1)
|
The
address of Eastern Capital Limited (“Eastern”) is Box 31363, Grand Cayman, E9 KY1 1206. The address of E. Gerald Kay
is c/o Integrated BioPharma, Inc., 225 Long Avenue, Box 278, Hillside, New Jersey 07205. The address of Carl DeSantis is c/o CDS
International Holdings, Inc., 3299 NW 2nd Avenue, Boca Raton, FL 33431. The address of each of our directors and executive officers
is c/o iBio, Inc., 600 Madison Avenue, Suite 1601, New York, New York 10022-1737.
|
|
(2)
|
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares
of our common stock. On November 13, 2017, there were 92,818,510 shares of common stock outstanding. Shares of common stock issuable
under stock options that are exercisable within 60 days after November 13, 2017 are deemed outstanding and are included for purposes
of computing the number of shares owned and percentage ownership of the person holding the option but are not deemed outstanding
for computing the percentage ownership of any other person.
|
|
(3)
|
Consists
of 33,744,000 shares of common stock. This information is based solely on information set forth in a Schedule 13D/A Amendment
No. 8 filed with the SEC on February 27, 2017 by Kenneth B. Dart.
|
|
(4)
|
Consists
of 5,945,695 shares of common stock. This information is based solely on information set for forth in a Schedule 13D filed with
the SEC on June 13, 2013 by E. Gerald Kay and EGK, LLC. The number of shares of common stock beneficially owned by these entities
may have changed since the filing of the Schedule 13D.
|
|
(5)
|
Consists
of 5,014,873 shares of common stock. This information is based solely on information set forth in a Schedule 13D/A Amendment No.
3 filed with the SEC on November 18, 2014 by Carl DeSantis, the DeSantis Revocable Trust, and CD Financial LLC.
|
|
(6)
|
Includes
(i) 211,333 shares of common stock, (ii) 819,629 shares of common stock held by EVJ LLC, of which Mr. Kay is the manager, and
(iii) 3,740,000 shares of common stock underlying vested stock options held by Mr. Kay.
|
|
(7)
|
Includes
(i) 12,150 shares of common stock and (ii) 456,817 shares of common stock underlying vested stock options.
|
|
(8)
|
All
shares listed are shares of common stock underlying vested stock options.
|
|
(9)
|
Includes
(i) 486,558 shares of common stock and (ii) 556,667 shares of common stock underlying vested stock options.
|
|
(10)
|
Includes
(i) 15,000 shares of common stock and (ii) 456,667 shares of common stock underlying vested stock options.
|
|
(11)
|
James
P. Mullaney was appointed Chief Financial Officer of the Company on March 1, 2017. Pursuant to an offer letter between the Company
and Mr. Mullaney, dated December 30, 2016, Mr. Mullaney has been granted an initial option to purchase 150,000 shares of the Company’s
common stock, which has not yet vested. The option will vest annually over three years.
|
|
(12)
|
Consists
of (i) 1,544,670 shares of common stock and (ii) 9,196,667 shares of common stock underlying vested stock options.
|
CERTAIN RELATIONSHIPS AND RELATED
PERSON TRANSACTIONS
Policies and Procedures for Related Person Transactions
The policy our Board of Directors is to review with management
and our independent registered public accounting firm any related party transactions brought to the Board’s attention which
could reasonably be expected to have a material impact on our financial statements. The Company’s practice is for management
to present to the Board of Directors each proposed related party transaction, including all relevant facts and circumstances relating
thereto, and to update the Board of Directors as to any material changes to any approved related party transaction. In connection
with this requirement, each of the transactions or relationships disclosed below were disclosed to and approved by our Board of
Directors. In addition, transactions involving our directors and their affiliated entities were disclosed and reviewed by our Board
of Directors in its assessment of our directors’ independence requirements.
Transactions with Eastern Capital Limited and its Affiliates
On January 13, 2016, we entered into a share purchase agreement
with Eastern Capital Limited (“Eastern”), our largest stockholder, which was amended as of February 25, 2016 (as amended,
the “6.5M Purchase Agreement”). Pursuant to the 6.5M Purchase Agreement, Eastern agreed to purchase 6,500,000 shares
of our common stock (the “Eastern Shares”), for a purchase price of $0.622 per share, subject to the approval of our
stockholders. Our stockholders approved the issuance of such shares at our 2015 Annual Meeting.
On the same day that we entered into the 6.5M Purchase Agreement,
we also entered into a separate share purchase agreement pursuant to which Eastern agreed to purchase 3,500,000 shares of our common
stock (the “3.5M Purchase Agreement”) for a purchase price of $0.622 per share (the “3.5M Purchase Agreement”
and together with the 6.5M Purchase Agreement, the “Purchase Agreements”). Stockholder approval was not required for
the issuance of the 3,500,000 shares of our common stock pursuant to the 3.5M Purchase Agreement and the sale of those shares was
completed on January 25, 2016.
Simultaneously with the issuance of shares under the 3.5M
Purchase Agreement, Eastern exercised warrants, dated April 26, 2013, which Eastern acquired previously, to purchase 1,784,000
shares of common stock for a purchase price of $0.53 per share.
Concurrently with the execution of the Eastern Purchase Agreements,
we entered into a contract manufacturing joint venture with affiliates of Eastern to develop and manufacture plant-made pharmaceuticals
through iBio’s recently formed subsidiary, iBio CDMO LLC (“iBio CDMO”). Bryan Capital Investors LLC (“Bryan
Capital Investors”), an affiliate of Eastern, contributed $15.0 million in cash to iBio CDMO, for a 30% interest in iBio
CDMO. iBio granted to iBio CDMO a royalty bearing, non-exclusive license to use our proprietary technologies for research purposes
and an exclusive U.S. license for manufacturing purposes, and retained a 70% equity interest in iBio CDMO. iBio retains all other
rights in its intellectual property, including the rights to commercialize products based on our proprietary technology. On February
23, 2017, we entered into an Exchange Agreement with Bryan Capital Investors, pursuant to which we issued to Bryan Capital Investors
one share of our iBio CMO Preferred Tracking Stock, par value $0.001 per share, in exchange for 29,990,000 units of limited liability
company interests of iBio CDMO held by Bryan Capital Investors. After giving effect to the transactions contemplated in the Exchange
Agreement, we own 99.99% of iBio CDMO and Bryan Capital Investors owns 0.01% of iBio CDMO. iBio has the right to appoint a majority
of the members of the Board of Managers that manages the iBio CDMO joint venture. Specified material actions by the joint venture
require the consent of iBio and Bryan Capital Investors.
As part of the transactions between Eastern and the Company,
Eastern entered into a three-year standstill agreement (the “Standstill Agreement”) that restricts additional acquisitions
of our common stock by Eastern and its controlled affiliates to limit its beneficial ownership of our outstanding shares of common
stock to a maximum of 38%, absent approval by a majority of our Board of Directors. With respect to the Standstill Agreement, our
Board of Directors, acting unanimously, invited Bryan Capital Investors to enter into the Exchange Agreement described above and
approved the issuance of one share of our Preferred Tracking Stock to Bryan Capital Investors.
Eastern does not have a right to appoint a director designee
or any other special rights with respect to our management and affairs aside from its ability to vote the shares of common stock
that it owns as it determines. Eastern has not been granted any board, management or special voting rights in connection with the
transactions contemplated in the Purchase Agreements.
In connection with the joint venture an affiliate of Eastern
(the “Eastern Affiliate”) granted iBio CDMO a 34-year capital lease of a 139,000-square foot Class A life sciences
building in Bryan, Texas on the campus of Texas A&M University, designed and equipped for plant-made manufacture of biopharmaceuticals.
iBio CDMO began operations at the facility on December 22, 2015 pursuant to agreements between iBio CDMO and the Eastern Affiliate
granting iBio CDMO temporary rights to access the facility. These temporary agreements were superseded by a capital lease agreement
entitled the Sublease Agreement, dated January 13, 2016, between iBio CDMO and the Eastern Affiliate (the “Sublease”).
The 34-year term of the Sublease may be extended by iBio CDMO for a ten-year period, so long as iBio CDMO is not in default under
the Sublease. Under the Sublease, iBio CDMO is required to pay base rent at an annual rate of $2,100,000, paid in equal quarterly
installments on the first day of each February, May, August and November. The base rent is subject to increase annually in accordance
with increases in the Consumer Price Index. The base rent under the Eastern Affiliate’s ground lease for the property is
subject to adjustment, based on an appraisal of the property, in 2030 and upon any extension of the ground lease. The base rent
under the Sublease will be increased by any increase in the base rent under the ground lease as a result of such adjustments. In
addition to the base rent, iBio CDMO is required to pay, for each calendar year during the term, a portion of the total gross sales
for products manufactured or processed at the facility, equal to 7% of the first $5,000,000 of gross sales, 6% of gross sales between
$5,000,001 and $25,000,000, 5% of gross sales between $25,000,001 and $50,000,000, 4% of gross sales between $50,000,001 and $100,000,000,
and 3% of gross sales between $100,000,001 and $500,000,000. However, if for any calendar year period from January 1, 2018 through
December 31, 2019, iBio CDMO’s applicable gross sales are less than $5,000,000, or for any calendar year period from and
after January 1, 2020, its applicable gross sales are less than $10,000,000, then iBio CDMO is required to pay the amount that
would have been payable if it had achieved such minimum gross sales and shall pay no less than the applicable percentage for the
minimum gross sales for each subsequent calendar year. iBio CDMO is responsible for all costs and expenses in connection with the
ownership, management, operation, replacement, maintenance and repair of the property under the Sublease. General and administrative
expenses related to the Affiliate were approximately $724,000 and $565,000 for the years ended June 30, 2017 and 2016, respectively.
Interest expense incurred under the capital lease obligation amounted to $1,928,000 and $807,000 for the years ended June 30, 2017
and 2016, respectively.
Research and Development Services
Vendor
In January 2012, the Company entered into an agreement with
Novici Biotech, LLC (“Novici”) in which iBio’s President is a minority stockholder. Novici performs technology
development services for iBio, including laboratory feasibility analyses of gene expression, protein purification and preparation
of research samples. The transaction has been conducted on an arm’s length basis at market terms. The accounts payable balance
includes amounts due to Novici of approximately $87,000 and $200,000 at June 30, 2017 and 2016, respectively. Research and development
expenses related to Novici were approximately $957,000 and $1,036,000 for the years ended June 30, 2017 and 2016, respectively.
Operating Lease with Minority Stockholder
Effective January 1, 2015, the Company
is leasing office space on a month-to-month basis from an entity owned by a minority stockholder of the Company. The monthly rental
was $2,200 per month through November 2015, $2,500 from December 2015 through February 2017 and $7,500 per month thereafter. Rent
expense totaled approximately $50,000 and $28,500 for the years ended June 30, 2017 and 2016, respectively.
Limitation of Liability of Officers
and Directors and Indemnification
Our certificate of incorporation, as amended, provides for
indemnification of our officers and directors to the extent permitted by Delaware law, which generally permits indemnification
for actions taken by officers or directors as our representatives if the officer or director acted in good faith and in a manner
he or she reasonably believed to be in the best interest of the corporation.
As permitted under Delaware law, the By-laws contain a provision
indemnifying directors against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by them in connection with an action, suit or proceeding if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of our Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful.
Historical Relationship with Integrated
BioPharma, Inc.
We were a subsidiary of Integrated BioPharma, Inc. (“Integrated
BioPharma”) from February 21, 2003 until August 18, 2008. On that date, Integrated BioPharma spun off iBio in a transaction
that was intended to be a tax-free distribution to Integrated BioPharma and its U.S. stockholders. As part of that transaction,
we entered into a number of agreements with Integrated BioPharma including an indemnification and insurance matters agreement and
a tax responsibility allocation agreement. Messrs. E. Gerald Kay and Carl DeSantis, affiliates of Integrated BioPharma, were in
2008 and continue to remain beneficial holders of more than 5% of our common stock. The agreements are described below.
Indemnification.
In general, under the indemnification
and insurance matters agreement, we agreed to indemnify Integrated BioPharma, its affiliates and each of its and their respective
directors, officers, employees, agents and representatives from all liabilities that arise from:
|
·
|
any breach by us of the separation and distribution agreement or any
ancillary agreement;
|
|
·
|
any of our liabilities reflected on our consolidated balance sheets
included in the information statement relating to the spin-off;
|
|
·
|
our assets or businesses;
|
|
·
|
the management or conduct of our assets or businesses;
|
|
·
|
the liabilities allocated to or assumed by us under the separation
and distribution agreement, the indemnification and insurance matters agreement or any of the other ancillary agreements;
|
|
·
|
various on-going litigation matters in which we are named defendant,
including any new claims asserted in connection with those litigations, and any other past or future actions or claims based on
similar claims, facts, circumstances or events, whether involving the same parties or similar parties, subject to specific exceptions;
|
|
·
|
claims that are based on any violations or alleged violations of U.S.
or foreign securities laws in connection with transactions arising after the distribution relating to our securities and the disclosure
of financial and other information and data by us or the disclosure by Integrated BioPharma as part of the distribution of our
financial information or our confidential information; or
|
|
·
|
any actions or claims based on violations or alleged violations of
securities or other laws by us or our directors, officers, employees, agents or representatives, or breaches or alleged breaches
of fiduciary duty by our Board of Directors, any committee of our Board or any of its members, or any of our officers or employees.
|
Integrated BioPharma agreed to indemnify us and our affiliates
and our directors, officers, employees, agents and representatives from all liabilities that arise from:
|
·
|
any breach by Integrated BioPharma of the separation and distribution
agreement or any ancillary agreement;
|
|
·
|
any liabilities allocated to or to be retained or assumed by Integrated
BioPharma under the separation and distribution agreement, the indemnification and insurance matters agreement or any other ancillary
agreement;
|
|
·
|
liabilities incurred by Integrated BioPharma in connection with the
management or conduct of Integrated BioPharma’s businesses; and
|
|
·
|
various ongoing litigation matters to which we are not a party.
|
Integrated BioPharma is not obligated to indemnify us against
any liability for which we are also obligated to indemnify Integrated BioPharma. Recoveries by Integrated BioPharma under insurance
policies will reduce the amount of indemnification due from us to Integrated BioPharma only if the recoveries are under insurance
policies Integrated BioPharma maintains for our benefit. Recoveries by us will in all cases reduce the amount of any indemnification
due from Integrated BioPharma to us.
Under the indemnification and insurance matters agreement,
a party has the right to control the defense of third-party claims for which it is obligated to provide indemnification, except
that Integrated BioPharma has the right to control the defense of any third-party claim or series of related third-party claims
in which it is named as a party whether or not it is obligated to provide indemnification in connection with the claim and any
third-party claim for which Integrated BioPharma and we may both be obligated to provide indemnification. We may not assume the
control of the defense of any claim unless we acknowledge that if the claim is adversely determined, we will indemnify Integrated
BioPharma in respect of all liabilities relating to that claim. The indemnification and insurance matters agreement does not apply
to taxes covered by the tax responsibility allocation agreement.
Offset.
Integrated BioPharma is permitted to reduce
amounts it owes us under any of our agreements with Integrated BioPharma, by amounts we may owe to Integrated BioPharma under those
agreements.
Assignment.
We may not assign or transfer any part
of the indemnification and insurance agreement without Integrated BioPharma’s prior written consent. Nothing contained in
the agreement restricts the transfer of the agreement by Integrated BioPharma.
Tax Responsibility Allocation Agreement
In order to allocate our responsibilities for taxes and certain
other tax matters, we and Integrated BioPharma entered into a tax responsibility allocation agreement prior to the date of the
distribution. Under the terms of the agreement, with respect to consolidated federal income taxes, and consolidated, combined and
unitary state income taxes, Integrated BioPharma will be responsible for, and will indemnify and hold us harmless from, any liability
for income taxes with respect to taxable periods or portions of periods ending prior to the date of distribution to the extent
these amounts exceed the amounts we have paid to Integrated BioPharma prior to the distribution or in connection with the filing
of relevant tax returns. Integrated BioPharma is also responsible for, and will indemnify and hold us harmless from, any liability
for income taxes of Integrated BioPharma or any member of the Integrated BioPharma group (other than us) by reason of our being
severally liable for those taxes under U.S. Treasury regulations or analogous state or local provisions. Under the terms of the
agreement, with respect to consolidated federal income taxes, and consolidated, combined and unitary state income taxes, we are
responsible for, and will indemnify and hold Integrated BioPharma harmless from, any liability for our income taxes for all taxable
periods, whether before or after the distribution date. With respect to separate state income taxes, we are also responsible for,
and will indemnify and hold Integrated BioPharma harmless from, any liability for income taxes with respect to taxable periods
or portions of periods beginning on or after the distribution date. We are also responsible for, and will indemnify and hold Integrated
BioPharma harmless from, any liability for our non-income taxes and our breach of any obligation or covenant under the terms of
the tax responsibility allocation agreement, and in certain other circumstances as provided therein. In addition to the allocation
of liability for our taxes, the terms of the agreement also provide for other tax matters, including tax refunds, returns and audits.
PROPOSAL 2 — RATIFICATION OF
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected
CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018 and has further directed
that management submit the selection of the independent registered public accounting firm for ratification by the stockholders
at the Annual Meeting. CohnReznick LLP was engaged as our principal accounting firm in October 2009. Representatives of CohnReznick
LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or law require
stockholder ratification of the selection of CohnReznick LLP as our independent registered public accounting firm. However, the
Audit Committee of the Board is submitting the selection of CohnReznick LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether
or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the
appointment of a different independent registered public accounting firm at any time during the year if they determine that such
a change would be in our company’s and our stockholders’ best interests.
The affirmative vote of the holders of a majority of the
shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the selection
of CohnReznick LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders
and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose
in determining whether this matter has been approved.
The Board of Directors believes that the selection of
CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018 is in our best interest
and the best interests of our stockholders and therefore recommends a vote “FOR” this proposal
.
REPORT OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS*
The Audit Committee has prepared the following report on
its activities with respect to our audited financial statements for the year ended June 30, 2017.
Our management is responsible for the preparation, presentation
and integrity of our financial statements and is also responsible for maintaining appropriate accounting and financial reporting
practices and policies. Management is also responsible for establishing and maintaining adequate internal controls and procedures
designed to provide reasonable assurance that we are in compliance with accounting standards and applicable laws and regulations.
CohnReznick LLP, our independent registered public accounting
firm for the year ended June 30, 2017, is responsible for expressing opinions on the conformity of our audited financial statements
with accounting principles generally accepted in the United States.
The Audit Committee has reviewed and discussed the audited
financial statements for the fiscal year ended June 30, 2017 with our management. The Audit Committee has discussed with our independent
registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended
(AICPA,
Professional Standards
, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board
(“PCAOB”) in Rule 3200T. The Audit Committee has also received the written disclosures and the letter from our independent
registered public accounting firm required by the Independence Standards Board Standard No. 1 (
Independence Discussions with
Audit Committees
), as adopted by the PCAOB in Rule 3600T and has discussed with our independent registered public accounting
firm the firm’s independence.
The following table represents aggregate fees billed to us
by CohnReznick LLP:
|
|
For the Year Ended
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Audit Fees
|
|
$
|
158,700
|
|
|
$
|
138,969
|
|
Audit-related Fees
|
|
|
—
|
|
|
|
—
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
Other Fees
|
|
|
1,090
|
|
|
|
—
|
|
Total Fees
|
|
$
|
159,790
|
|
|
$
|
138,969
|
|
In the above table, in accordance with
the SEC’s definitions and rules, “audit fees” are fees we paid CohnReznick LLP for professional services for
the audit of our financial statements included in our Annual Reports on Form 10-K, review of our financial statements included
in our Quarterly Reports on Form 10-Q and services normally provided in connection with statutory and regulatory filings or engagements,
consents and assistance with and review of our documents filed with the SEC.
Pre-Approval Policies and Procedures
The Audit Committee’s policy is
to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These
services may include audit services, audit-related services, tax services and other services. Pre-approval is generally detailed
as to the particular service or category of services and is generally subject to a specific budget. The independent registered
public accounting firm and management are required to periodically report to the audit committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services
performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. The Audit Committee has
determined that the rendering of the services other than audit services by CohnReznick LLP is compatible with maintaining the principal
accountant’s independence.
Based on the foregoing, the Audit Committee has recommended
to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for
the fiscal year ended June 30, 2017 and selected CohnReznick LLP as our independent registered public accounting firm for the fiscal
year ending June 30, 2018.
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From the Audit Committee of iBio, Inc.
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Glenn Chang
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Seymour Flug
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(*) The material in this report is not “soliciting
material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of
the Company under the Securities Act of 1933, as amended, or the 1934 Exchange Act, whether made before or after the date hereof
and irrespective of any general incorporation language contained in such filing.
PROPOSAL 3 — ADVISORY VOTE ON
COMPENSATION OF EXECUTIVE OFFICERS
(“SAY-ON-PAY”)
Background of Proposal
The Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010 (the “Dodd-Frank Act”) and related SEC rules require that we provide our stockholders with the opportunity
to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy
statement.
As previously reported, in an advisory vote on the frequency
of the advisory vote on the compensation of our named executive officers held at our 2013 Annual Meeting of Shareholders held on
December 17, 2013, 23,434,027 shares voted for one year, 175,679 shares voted for two years, 14,494,461 shares voted for three
years, and there were 61,561 abstentions and 17,653,046 broker non-votes.
SEC regulations state that we must hold these votes on frequency
at least once every six years. In light of these voting results and other factors, our Board of Directors decided that we will
hold an annual advisory vote on the compensation of our named executive officers. We will continue to hold annual advisory votes
until our Board of Directors decides to hold the next shareholder advisory vote on the frequency of advisory votes.
Our
executive compensation program is designed to align the interests of our stockholders and our executive officers. We use our executive
compensation programs to attract, motivate, and retain our executive officers and to ensure that their efforts focus on the long-term
performance of iBio. These officers are critical to the achievement of our current and longer term strategic and financial performance
goals and objectives.
Our
executive compensation program is comprised of cash compensation, in the form of fixed salary, and equity-based compensation.
In
addition, we provide our executive officers with benefits that are generally available to our salaried employees.
We
believe that offering our executive officers differing forms of compensation allows us to achieve varied objectives.
Cash compensation, for example, provides
our executive officers with a guaranteed minimum base salary. We fix the base salary of each of our executive officers at a level
that we believe enables us to hire and retain individuals in a competitive environment and reward individual performance and contribution
to our overall business goals.
Our
equity-based compensation is effected through a stock option program. This is the primary means of linking our named executive
officers’ compensation and the long-term performance of iBio. The stock option program encourages a long-term focus from
our executives by using a multi-year minimum vesting requirement for stock options and creates an ownership culture that helps
unify the interests of our executives and stockholders.
As noted above, we view the components of our executive officer
compensation as related but distinct. Although our Board of Directors does review total compensation, it does not believe that
compensation derived from one component of compensation should negate or reduce compensation from other components. Neither our
Board of Directors nor our Compensation Committee has adopted any formal or informal policies or guidelines for allocating compensation
between long-term and currently paid out compensation, between cash and equity-based compensation, or among different forms of
compensation. This is due to the small size of our executive officer team and the need to tailor each executive officer’s
award to attract and retain that executive officer.
Additional details about our executive
compensation program, including information about compensation for our named executive officers for the fiscal year ended June
30, 2017, are described under the “Executive Compensation” section of this proxy statement.
We are asking our stockholders to indicate their support
for our executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay”
proposal, gives our stockholders the opportunity to express their views on the compensation of our executive officers. This vote
is not intended to address any specific item of compensation, but rather to evaluate the overall compensation of our executive
officers and the philosophy, policies and practices described in this proxy statement. Accordingly, the following resolution is
submitted for a vote by our stockholders at the annual meeting:
“RESOLVED, that the stockholders of iBio,
Inc. hereby APPROVE, on an advisory basis, the compensation paid to its named executive officers, as disclosed in the Proxy Statement
for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the compensation
tables and the narrative discussion that accompany the compensation tables.”
This say-on-pay vote is advisory, and therefore not binding on us,
the Compensation Committee or our Board of Directors. However, our Board and our Compensation Committee value the opinion of our
stockholders and will consider our stockholders’ opinion when making future compensation decisions for our named executive
officers.
Our Board of Directors recommends that stockholders vote to approve
the compensation of our named executive officers by voting “FOR” this proposal.
PROPOSAL 4 — APPROVAL OF INCREASE IN
AUTHORIZED SHARES OF COMMON STOCK
Background
We are currently authorized under our certificate of incorporation,
as amended, to issue 175 million shares of common stock and 1 million shares of preferred stock. On November 13, 2017, our Board
of Directors unanimously adopted resolutions approving a further amendment to our certificate of incorporation to increase the
number of authorized shares of common stock from 175 million shares to 275 million shares and directing that such amendment be
submitted to a vote of our stockholders. For the reasons set forth below, the Board of Directors believes that the proposed increase
in the authorized number of shares of common stock is in our best interest and the best interest of our stockholders. The amendment
will not affect the authorized number of shares of preferred stock which will remain at 1 million.
Reasons to Increase the Authorized Common Stock
We have incurred significant losses and negative cash flows from
operations since our spin-off from Integrated BioPharma, Inc. in August 2008. As of June 30, 2017, our accumulated deficit was
approximately $72.1 million, and we used approximately $13.2 million of cash for operating activities during the year ended June
30, 2017. As of June 30, 2017, our cash on hand was approximately $8.1 million. Without further funding our existing cash balance
is only sufficient to meet our projected operating requirements through December 31, 2017.
On July 24, 2017, we entered into a common stock purchase agreement
with Lincoln Park Capital Fund, LLC (“Lincoln Park”), an Illinois limited liability company, pursuant to which Lincoln
Park has agreed to purchase from us up to an aggregate of $16,000,000 of our common stock (subject to certain limitations) from
time to time over the 36-month term of the agreement (the “Lincoln Park Purchase Agreement”). On November 20, 2014,
we filed with the SEC a Registration Statement on Form S-3 under the Securities Act, which was declared effective by the SEC on
December 2, 2014. This registration statement allows us, from time to time, to offer and sell shares of common stock, shares of
preferred stock, debt securities, units comprised of shares of common stock, preferred stock, debt securities and warrants in any
combination, and warrants to purchase common stock, preferred stock, debt securities and/or units, up to a maximum aggregate amount
of $100 million of such securities.
We are entitled under our certificate of incorporation to issue
up to 175 million shares of common stock. As of the Record Date, we had issued and outstanding approximately [•] million shares
of common stock, options to purchase approximately [•] million shares of common stock and approximately [•] million shares
of common stock reserved for future issuance of additional option grants under our 2008 Omnibus Equity Incentive Plan. Accordingly,
as of the Record Date, we have approximately [•] million authorized shares of common stock available for future issuance,
including common stock issuable under the Lincoln Park Agreement. We do not believe that this is sufficient to meet our future
equity financing requirements. Other than the Lincoln Park Agreement, we currently have no firm agreements with any third parties
for the sale of our securities. However, we anticipate seeking equity financing in the near future and we believe that increasing
the number of authorized shares of common stock will help ensure that the Company has sufficient authorized shares available for
issuance to allow it to pursue equity financing if the Board determines that it would be in the best interests of the Company based
on the Company’s working capital needs and prevailing market conditions.
The Board of Directors is recommending this increase in the authorized
shares of common stock primarily to ensure that we have the ability to address future corporate needs and the opportunity to take
advantage of future opportunities. As a general matter, if the amendment is approved, our Board of Directors would be able to issue
such newly authorized shares in its discretion from time to time, subject to and limited by rules of the NYSE American and other
rules and regulations that require stockholder approval of specific transactions.
The newly authorized shares would be issuable as determined by our
Board of Directors for any proper corporate purpose which may include:
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raising additional capital;
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the acquisition of businesses, technologies or products;
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entering into strategic partnerships; and
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entering into other collaborations and relationships that are intended to complement or expand our business.
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If the amendment is approved by our stockholders, the Board of Directors
believes that it will have a greater ability and flexibility to take advantage of commercial opportunities and market conditions.
Without that increased flexibility, the Board of Directors may be required to incur the costs and delays of seeking stockholder
approval for any particular issuance. Such a delay may impair the ability of our Board of Directors to complete a transaction which
is considered to be in the best interest of iBio.
We have no present understandings, commitments or agreements to
enter into any such transaction.
Other Considerations
The authorization of the additional shares of common stock would
not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, but, to the
extent that the additional authorized shares are issued in the future, other than in a stock dividend, stock split or other similar
event, such future issuance will decrease existing stockholders’ percentage equity ownership and, depending on the price
at which they are issued, could be dilutive to existing stockholders. The issuance of additional shares of common stock could have
a negative effect on the trading price of our common stock.
Additionally, the increase in the number of authorized shares of
common stock could have unintended effects. For example, if our Board of Directors issues additional shares in the future, it could
increase the cost to a person seeking to obtain control of the Company, thereby deterring or rendering more difficult a merger,
tender offer, proxy contest or other extraordinary transaction. To the extent that it impedes any such attempts, the proposed amendment
may serve to perpetuate our management. The amendment is not being proposed in response to any known effort or threat to acquire
control of the Company and is not part of a plan by management to adopt a series of amendments to the certificate of incorporation,
as amended, or our amended and restated bylaws that would thwart such efforts.
Under our certificate of incorporation, as amended, stockholders
do not have preemptive rights with respect to the issuance of shares of common stock, which means that current stockholders do
not have a prior right to purchase any new issue of common stock in order to maintain their proportionate ownership of common stock.
Effective Date of the Amendment
In order for the amendment to become effective, we have to file
with the Secretary of State of the State of Delaware a certificate of amendment of the certificate of incorporation. If the proposed
amendment is approved by our stockholders, we intend to file the certificate of amendment as soon as practicable following the
annual meeting.
Our Board of Directors reserves the right, notwithstanding stockholder
approval of the amendment and without further action by our stockholders, not to proceed with the amendment.
Our Board of Directors believes that approval of amendment of
the certificate of incorporation, as amended, to increase the authorized common stock from 175 million shares to 275 million shares
is in our best interests and the best interests of our stockholders and therefore recommends a vote “FOR” this proposal.
PROPOSAL 5 — APPROVAL OF AMENDMENT
TO INCREASE SHARES AUTHORIZED
FOR ISSUANCE PURSUANT TO OUR 2008 OMNIBUS
EQUITY INCENTIVE PLAN, AS AMENDED
On August 12, 2008, the Company adopted the iBioPharma 2008 Omnibus
Equity Incentive Plan (the “Plan”) for employees, officers, directors and external service providers. In December 2013,
our stockholders approved an amendment to the Plan to increase the number of shares of our common stock authorized for issuance
thereunder from 10 million shares to 15 million shares. Under the provisions of the Plan, the Company may grant options to purchase
stock and/or make awards of restricted stock up to an aggregate amount of 15 million shares. Stock options granted under the Plan
may be either incentive stock options (as defined by Section 422 of the internal Revenue Code of 1986, as amended) or non-qualified
stock options at the discretion of the board of directors. Vesting of awards occurs ratably on the anniversary of the grant date
over the service period as determined at the time of grant.
Our board of directors believes that stock options and restricted
stock awards play an important role in the success of our Company by encouraging and enabling our employees, officers, directors,
consultants and advisors upon whose judgment, initiative and efforts we largely depend for the successful conduct of our business
to acquire a proprietary interest in our Company. Our board of directors believes that providing such persons with a direct stake
in the Company will effect a closer identification of the interests of such individuals with those of the Company and our stockholders,
thereby stimulating their efforts on our behalf and strengthening their desire to remain with the Company.
On November 13, 2017, our board of directors approved an amendment
to the Plan, as amended, subject to stockholder approval, to increase the aggregate number of shares authorized for issuance under
the Plan by 10 million shares to 25 million shares of common stock. These additional shares will enhance the flexibility of our
board of directors in granting awards of stock options and restricted stock to our officers, employees, directors, consultants
and advisors and to ensure that we can continue to grant stock options and restricted stock awards to such persons at levels determined
to be appropriate by our board of directors. Our board believes that an increase in shares authorized for issuance under the Plan,
as amended, is appropriate and in the best interests of our stockholders given our desire to further strengthen the alignment of
interests between eligible Plan participants and our stockholders, the highly competitive environment in which we recruit and retain
employees and key advisors and our historical utilization rate. A copy of the Plan, as amended, is attached as Appendix A to the
electronic copy of this proxy statement filed with the SEC and may be accessed from the SEC’s website at www.sec.gov. In
addition, a copy of the Plan, as amended, may be obtained by making a written request to: iBio, Inc., Attention: Secretary, 600
Madison Avenue, Suite 1601, New York, NY 10022.
At September 30, 2017, we had approximately 13.6 million options
to purchase shares of common stock outstanding and approximately 1.4 million shares of common stock reserved for future issuance
of additional option grants under our Plan. The weighted average remaining contractual life for options outstanding at September
30, 2017 was 5.6 years and the weighted average exercise price for such options was $1.21.
Our board of directors is submitting the Plan, as amended, for approval
by our stockholders and has specifically conditioned the effectiveness of the amendment on such approval. If our stockholders do
not approve the Plan, as amended, the existing Plan, as amended, excluding the proposed increase in shares available for issuance
thereunder, will remain in effect. In such event, our board of directors will consider whether to adopt alternative arrangements
based on its assessment of our needs.
Summary of Material Features of the Plan, as Amended under this
Proposal
The material features of the Plan, as amended under this proposal,
are:
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The maximum number of shares of common stock to be issued under the
Plan is 25 million;
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The award of stock options (both incentive and non-qualified options)
and restricted stock is permitted; and
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Any material amendment to the Plan, to the extent required by applicable
law, regulations and rules, is subject to approval by our stockholders.
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Based solely on the closing price of our common stock as reported
by the NYSE American on November 13, 2017, the date our board approved the proposed amendment to the Plan, the maximum aggregate
market value of the additional 10 million shares of common stock that could potentially be issued under the Plan pursuant to the
amendment is $2,800,000. The shares we issue under the Plan will be authorized but unissued shares or treasury shares. The shares
of common stock underlying any awards that expire or are terminated, surrendered or canceled without having been fully exercised
or are forfeited in whole or in part are added back to the shares of common stock available for issuance under the Plan.
Summary of the Plan, as Amended under this Proposal
The following description of certain features of the Plan, as amended
under this proposal, is intended to be a summary only. The summary is qualified in its entirety by the full text of the Plan, as
amended, that is attached as
Appendix A
to the electronic copy of this proxy statement filed with the SEC and may be accessed
from the SEC’s website at www.sec.gov. In addition, a copy of the Plan, as amended, may be obtained by making a written request
to: iBio, Inc., Attention: Secretary, 600 Madison Avenue, Suite 1601, New York, NY 10022.
Plan Administration
. The Plan is administered
by our board of directors. To the extent consistent with our certificate of incorporation, bylaws and applicable law, our board
of directors has the authority to grant awards and adopt, amend and repeal the administrative rules, guidelines and practices relating
to the Plan and to interpret the provisions of the Plan. Pursuant to the terms of the Plan, our board of directors may delegate
its authority under the Plan to one or more committees, each consisting of one more members of the board of directors.
Eligibility
. Persons eligible to participate
in the Plan are employees, officers, directors, consultants and advisors of the Company and its affiliates as selected from time
to time by our board of directors in its discretion. For this purpose, “affiliates” include any company, trade or business
that controls or is controlled by or is under common control with iBio.
Description of Awards
. The Plan provides
for the grant of stock option and restricted stock awards.
Stock Options
. The Plan permits the granting
of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options
that do not so qualify. Options granted under the Plan will be non-qualified options if they fail to qualify as incentive options
or exceed the annual limit on incentive stock options. Incentive stock options may be granted only to employees of the Company
and its subsidiaries. The option exercise price of each incentive stock option will be determined by our board of directors but
may not be less than 100% of the fair market value of the common stock on the date of grant. Non-qualified options may be granted
to any persons eligible to receive incentive options and to non-employee directors, consultants and advisors. The option exercise
price of each non-qualified stock option will be determined by our board of directors but may not be less than 100% of the fair
market value of the common stock on the date of grant Fair market value for these purposes is the closing price (for the primary
trading session) of our common stock on the NYSE American on the date of grant.
The term of each option will be fixed by our board of directors
and may not exceed ten years from the date of grant. Our board of directors will determine at what time or times each option may
be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by our board
of directors. In general, unless otherwise permitted by our board of directors, no option granted under the Plan is transferable
by the optionee other than by will or by the laws of descent and distribution, and options may be exercised during the optionee’s
lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s
incapacity.
Upon exercise of options, the option exercise price must be paid
in full either in cash or by cash equivalents acceptable to our board of directors. To the extent permitted under applicable law
and provided for in the applicable option agreement or approved by our board of directors, in its sole discretion, the exercise
price may be paid by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee.
Additionally, to the extent provided in the applicable option agreement, the exercise price may also be delivered to the Company
by a broker pursuant to irrevocable instructions to the broker from the optionee or by delivery to the Company of a full recourse
promissory note with such other terms and conditions as determined by our board of directors. Options may also be exercised using
a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value
equal to the exercise price.
To qualify as incentive options, options must meet additional federal
tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable
by a participant in any one calendar year.
Restricted Stock
. The Plan permits our
board of directors to award shares of common stock to participants subject to such conditions and restrictions as our board of
directors may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued
service to iBio through a specified restricted period.
Change of Control Provision for Awards
.
Under the Plan, upon the occurrence of a reorganization, merger, consolidation or other similar event (a “reorganization”)
that does not constitute a “change of control” as such term is defined in the Plan, the terms of the awards made prior
to such reorganization shall survive such reorganization and be applicable to the shares of iBio common stock remaining outstanding
after the reorganization event or to any new shares of common stock issued in substitution for iBio common stock. To the extent
that a change of control occurs in connection with a reorganization and the acquiring or succeeding company fails to assume or
substitute substantially equivalent awards, all outstanding shares of restricted stock will either vest and all restrictions on
such shares will lapse immediately prior to the occurrence of the change of control or such awards will be cancelled and in lieu
thereof the per share price paid to holders of common stock in the reorganization will be paid to the Plan participants with cancelled
restricted stock awards. With respect to outstanding Options in the case of a reorganization that constitutes a “change in
control,” our board of directors may take either of the following two actions. Not less than 15 days prior to the occurrence
of the reorganization event, our board of directors may accelerate the vesting of all Options which will remain exercisable for
a 15 day period. Alternatively, our board of directors may, in its sole discretion cancel the outstanding Options and pay or deliver
in lieu thereof cash or securities having a value equal to the excess, if any, of (A) the per share price to be paid to holders
of common stock in the reorganization event multiplied by the number of shares of common stock subject to the participant’s
awards over (B) the aggregate exercise price of all such outstanding awards and any applicable tax withholdings, in exchange for
the termination of such awards.
Adjustments for Stock Dividends, Stock Splits,
Etc
. Except to the extent provided in an award agreement or otherwise agreed by the participant, the Plan requires that our
board of directors make appropriate adjustments to the number of shares of common stock that are subject to the Plan and to any
outstanding awards to reflect stock dividends and distributions, stock splits, recapitalizations, reclassifications, combination
of shares, exchange of shares or other increases or decreases in the iBio common stock that is effected without receipt of consideration
by iBio.
Amendments and Termination
. Our board
of directors may at any time amend, suspend or terminate the Plan. No amendment, suspension or termination of the Plan shall alter
or impair the rights or obligations arising under any award previously made under the Plan unless the consent of the participant
has been obtained. An amendment to the Plan shall be contingent upon approval by the Company’s stockholders only to the extent
required by applicable law, regulation or rule. As required under the rules of the American, any amendments that materially change
the terms of the Plan will be subject to approval by our stockholders.
Effective Date of Amendment
. Our board
of directors approved the proposed amendment to the Plan on November 13, 2017. The amendment to increase the number of authorized
shares under the Plan will become effective on the date it is approved by stockholders. If the Plan, as proposed to be amended,
is not approved by stockholders, the Plan will continue in effect until it expires, and awards may be granted thereunder, in accordance
with its terms.
New Plan Benefits
Since the grant of awards under the Plan is within the discretion
of our board of directors, we cannot determine the dollar value or number of shares of common stock that will in the future be
received by or allocated to any participant in the Plan. In lieu of providing information regarding benefits that will be received
under the Plan, the following table provides information concerning the stock option awards that were received by the following
persons and groups during fiscal year 2017: each named executive officer; all current executive officers, as a group; all current
directors who are not executive officers, as a group; and all employees who are not executive officers, as a group. No person received
any award of restricted stock during fiscal year 2017.
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Options
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Name and Position
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Exercise Price
($)
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Number
(#)
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Robert B. Kay, Executive Chairman
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0.40
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300,000
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Robert Erwin, President
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0.40
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300,000
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James Mullaney, Chief Financial Officer
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0.40
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150,000
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All current executive officers, as a group
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0.40
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750,000
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All current directors who are not executive officers, as a group
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0.40
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300,000
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All current employees who are not executive officers, as a group
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0.40
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622,500
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Tax Aspects Under the Code
The following is a summary of the principal federal income tax consequences
of certain transactions under the Plan. It does not describe all federal tax consequences under the Plan, nor does it describe
state or local tax consequences.
Incentive Options
. No taxable income
is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an
optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after
one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the option price (the amount
paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital
loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive
option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.
If shares of common stock acquired upon the exercise of an incentive
option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying
disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the
excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale
of such shares of common stock) over the option price thereof, and (ii) the Company would be entitled to deduct such amount. Special
rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.
If an incentive option is exercised at a time when it no longer
qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option
will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment
(or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason
of death, the three-month rule does not apply.
Non-Qualified Options
. No income is realized
by the optionee at the time the option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an
amount equal to the difference between the option price and the fair market value of the shares of common stock on the date of
exercise, and the Company receives a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after
the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common
stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid
by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of
the fair market value over the exercise price of the option.
Restricted Stock Awards
. The Company
generally will be entitled to a tax deduction in connection with an award of restricted stock in an amount equal to the ordinary
income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income
tax and recognize such tax at the time that an award vests or becomes non-forfeitable, unless the award provides for a further
deferral.
Tax Withholding
. Participants in the
Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon
the exercise of options or vesting of restricted stock awards. iBio has the right to deduct from any payments due to a participant
any federal state or local taxes that are due upon exercise of options or vesting of restricted stock awards. With the prior approval
of our board of directors, a participant may satisfy the amounts required to be withheld by making payment of such amounts, delivering
to the Company shares of common stock that have a fair market value equal to amounts required to be withheld or by authorizing
the Company to withhold shares of stock otherwise payable to the participant pursuant to the exercise or vesting.
Parachute Payments
. The vesting of any
portion of an option or restricted stock award that is accelerated due to the occurrence of a change in control (such as a sale
event) may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments”
as defined in the Code. Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject
the participant to a 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
The Plan provides that no award will vest or become exercisable if such vesting or exercise causes any resulting payment to be
considered a parachute payment and the aggregate after tax amounts received by the participant under this Plan and all other agreements
with the Company would be less than the participant would receive if no such payments were considered parachute payments. The Plan
further provides that a participant may instruct the Company to reduce or modify the Plan payments or benefits otherwise due to
the participant to avoid having payments or benefits otherwise payable to the participant deemed to be parachute payments.
Limitation on Deductions
. Under Section
162(m) of the Code, the Company’s deduction for certain awards under the Plan may be limited to the extent that the Chief
Executive Officer or other executive officer whose compensation is required to be reported in the summary compensation table (other
than the Principal Financial Officer) receives compensation in excess of one million dollars a year (other than performance-based
compensation that otherwise meets the requirements of Section 162(m) of the Code).
Our Board of Directors believes that our future success depends,
in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. Accordingly,
our Board believes that the approval of the amendment to the Plan, as amended, is in the best interests of iBio and our stockholders
and recommends a vote “FOR” this proposal.
OTHER INFORMATION
Other Matters
Our Board of Directors knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the
persons named in the accompanying proxy to vote, or otherwise act, on such matters in accordance with their judgment.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Exchange Act requires our directors and
executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the
SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers,
directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file.
To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no other reports were required, during the fiscal year ended June 30,
2017, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners
were complied with, except the following reports were not filed on a timely basis: (1) an Initial Statement of Beneficial Ownership
on Form 3 for James P. Mullaney after his appointment as an officer of the Company on March 1, 2017, which was filed on April 5,
2017, (2) Statements of Changes in Beneficial Ownership on Form 4 reporting grants of stock options made on May 1, 2017 to purchase
60,000 shares of our common stock made to each of Glenn Chang, General James T. Hill, John D. McKey, Jr., Philip K Russell, M.D.,
Arthur Y. Elliott, Ph.D. and Seymour Flug, which were filed on June 16, 2017, (3) Statements of Changes in Beneficial Ownership
on Form 4 reporting grants of stock options made on September 4, 2015 to purchase 100,000 shares of our common stock made to each
of Glenn Chang, General James T. Hill, John D. McKey, Jr., Philip K Russell, M.D., Arthur Y. Elliott, Ph.D. and Seymour Flug, which
were filed on April 5, 2017, (4) Statements of Changes in Beneficial Ownership on Form 4 reporting grants of stock options made
on September 5, 2014 to purchase 60,000 shares of our common stock made to each of Glenn Chang, General James T. Hill, John D.
McKey, Jr., Philip K Russell, M.D., Arthur Y. Elliott, Ph.D. and Seymour Flug, which were filed on April 5, 2017, (5) Statements
of Changes in Beneficial Ownership on Form 4 reporting grants of stock options made on May 1, 2017 to purchase 300,000 shares of
our common stock made to each of Robert B. Kay and Robert Erwin, which were filed on June 16, 2017, (6) Statements of Changes in
Beneficial Ownership on Form 4 reporting grants of stock options made on September 4, 2015 to purchase 750,000 shares of our common
stock made to each of Robert B. Kay and Robert Erwin, which were filed on April 5, 2017, and (7) Statements of Changes in Beneficial
Ownership on Form 4 reporting grants of stock options made on September 5, 2014 to purchase 600,000 shares of our common stock
made to each of Robert B. Kay and Robert Erwin, which were filed on April 5, 2017.
Stockholder Proposals for
the 2017 Annual Meeting
Rules of the SEC require that we receive any proposal by our stockholders
for inclusion in our proxy materials for the 2018 annual meeting of stockholders no later than 120 days prior to the anniversary
of this year’s proxy materials were released to stockholders, which date shall be July , 2018. Proposals must be submitted
in writing to us c/o Secretary, iBio, Inc., 600 Madison Avenue, Suite 1601, New York, NY 10022, and you must comply with other
requirements of Rule 14a-8 under the 1934 Exchange Act. However, if the 2018 annual meeting date changes by more than 30 days from
the date of the 2017 annual meeting date, then the proposal must be submitted a reasonable time before we begin to print and send
our proxy materials for the 2018 annual meeting.
In addition, our First Amended and Restated Bylaws have an advance
notice procedure for stockholders to bring business before an annual meeting of stockholders. The advance notice procedure requires
that a stockholder interested in presenting a proposal for action at the 2018 annual meeting of stockholders must deliver a written
notice of the proposal, together with specific information relating to such stockholder’s proposal, nominee, stock ownership
and identity, to our corporate secretary no later than the close of business on September 20, 2018, and no earlier than the close
of business on August 21, 2018. You are advised to review our bylaws, which contain additional requirements about advance notice
of stockholder proposals and director nominations. You must comply with these bylaws requirements in connection with a stockholder
proposal or director nomination outside the Rule 14a-8 context.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries
(e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders
sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly
referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are our
stockholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders
sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice
from your broker that they will be “householding” communications to your address, “householding” will continue
until you are notified otherwise or until you revoke your consent.
If, at any time, you no longer wish to participate in “householding”
and would prefer to receive a separate proxy statement and annual report, please notify your broker, direct your written request
to iBio, Inc., Attention: Secretary, 600 Madison Avenue, Suite 1601, New York, NY 10022 or contact our Corporate Secretary at (302)
355-0650. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request
“householding” of their communications should contact their broker.
|
By Order of the Board of
Directors
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|
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Robert B. Kay
|
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Executive Chairman and Chief Executive Officer
|
November , 2017
A copy of our Annual Report on Form 10-K, as amended, for the fiscal
year ended June 30, 2017 is available without charge upon written request to: Corporate Secretary, iBio, Inc., 600 Madison Avenue,
Suite 1601, New York, NY 10022. Copies may also be obtained without charge through the SEC’s website at
http://www.sec.gov
.
Appendix A
IBIOPHARMA, INC.
2008 OMNIBUS EQUITY INCENTIVE PLAN
IBIOPHARMA, INC. (the “
Company
”),
sets forth herein the terms of its 2008 Omnibus Equity Incentive Plan (the “
Plan
”) as follows:
1.
PURPOSE
The Plan is intended to enhance the Company’s
and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, directors, key employees,
and other persons, and to motivate such officers, directors, key employees, and other persons to serve the Company and its Affiliates
and to expend maximum effort to improve the business results and earnings of the Company, by providing to such officers, directors,
key employees and other persons an opportunity to acquire or increase a direct proprietary interest in the operations and future
success of the Company. To this end, the Plan provides for the grant of stock options and restricted stock in accordance with the
terms hereof. Stock options granted under the Plan may be nonqualified stock options or incentive stock options, as provided herein.
It is intended that all awarded restricted stock
provided for under this Plan be exempt from Section 409A of the Internal Revenue Code (the “Code”) because it is believed
that the Plan does not provide for a deferral of compensation and accordingly that the Plan does not constitute a nonqualified
deferred compensation plan within the meaning of Section 409A. The provisions of this Plan shall be interpreted in a manner consistent
with this intention, and the provisions of this Plan may be amended, adjusted, assumed or substituted for, converted or otherwise
modified if the Plan Administrator determines, in its sole unfettered discretion, that such amendment, adjustment, assumption or
substitution, conversion or modification would be required so that the terms and conditions of the restricted stock awarded hereunder
do not violate the requirements of Section 409A.
Notwithstanding the foregoing, the Company does
not make any representation to the Participant that the stock options and restricted stock awarded pursuant to this Plan are exempt
from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or
hold harmless the Participant or any beneficiary for any tax, additional tax, interest or penalties that the Participant or any
beneficiary may incur in the event that any provision of this Plan, or any amendment or modification thereof, or any other action
taken with respect thereto, the Plan Administrator determines should not result in a violation of Section 409A, is deemed to violate
any of the requirements of Section 409A.
2.
DEFINITIONS
For purposes of interpreting the Plan and related
documents (including Award Agreements), the following definitions shall apply:
2.1 “
Affiliate
” means, with
respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with
the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
2.2 “
Award Agreement
” means
the stock option agreement, restricted stock agreement or other written agreement between the Company and a Grantee that evidences
and sets out the terms and conditions of a Grant.
2.3 “
Benefit Arrangement
”
shall have the meaning set forth in Section 15 hereof.
2.4 “
Board
” means the Board
of Directors of the Company.
2.5 “
Cause
” means, as determined
by the Board and unless otherwise provided in an applicable employment agreement with the Company or an Affiliate, (i) gross negligence
or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic
offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual
property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.
2.6 “
Change of Control
” means
(i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more
other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company
to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company
is the surviving entity) which results in any person or entity (other than persons who are shareholders or Affiliates at the time
the Plan is approved by the Company’s shareholders) owning 50% or more of the combined voting power of all classes of stock
of the Company.
2.7 “
Code
” means the Internal
Revenue Code of 1986, as now in effect or as hereafter amended.
2.8 “
Committee
” means a committee
of, and designated from time to time by resolution of, the Board, which shall consist of one or more members of the Board.
2.9 “
Company
” means iBioPharma,
Inc.
2.10 “
Disability
” means the
Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable
physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period
of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following
termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity
by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.
2.11 “
Effective Date
” the
date the Plan is approved by the Board.
2.12 “
Exchange Act
” means
the Securities Exchange Act of 1934, as now in effect or as hereafter amended.
2.13 “
Fair Market Value
”
means the value of a share of Stock, determined as follows: if on the Grant Date or other determination date the Stock is listed
on an established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc., or is publicly
traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing price of the Stock on
such exchange or in such market (the highest such closing price if there is more than one such exchange or market) on the Grant
Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between
the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Stock is
reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Stock is not listed
on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined
by the Board in good faith.
2.14 “
Family Member
” means
a person who is a spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing
the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than
fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Grantee) control the management
of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent of the voting
interests; provided, however, that to the extent required by applicable law, the term Family Member shall be limited to a person
who is a spouse, child, stepchild, grandchild, parent, stepparent, grandparent, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee or a trust or foundation for the exclusive benefit
of any one or more of these persons.
2.15 “
Grant
” means an award
of an Option or Restricted Stock under the Plan.
2.16 “
Grant Date
” means,
as determined by the Board, the latest to occur of (i) the date as of which the Board approves a Grant, (ii) the date on which
the recipient of a Grant first becomes eligible to receive a Grant under Section 5 hereof, or (iii) such other date as may be specified
by the Board.
2.17 “
Grantee
” means a person
who receives or holds an Option or Restricted Stock under the Plan.
2.18 “
Incentive Stock Option
”
means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of
any subsequently enacted tax statute, as amended from time to time.
2.19 “
Nonqualified Stock Option
”
means a stock option that is not an Incentive Stock Option.
2.20 “
Option
” means an option
to purchase one or more shares of Stock pursuant to the Plan.
2.21 “
Option Period
” means
the period during which Options may be exercised as set forth in Section 7 hereof.
2.22 “
Option Price
” means
the purchase price for each share of Stock subject to an Option.
2.23 “
Other Agreement
” shall
have the meaning set forth in Section 12 hereof.
2.24 “
Plan
” means this iBioPharma,
Inc. 2008 Omnibus Equity Incentive Plan, as same may be amended, revised or terminated from time to time.
2.25 “
Purchase Price
” means
the purchase price for each share of Stock pursuant to a Grant of Restricted Stock.
2.26 “
Reporting Person
” means
a person who is required to file reports under Section 16(a) of the Exchange Act.
2.27 “
Restricted Stock
” means
shares of Stock, awarded to a Grantee pursuant to Section 9 hereof, that are subject to restrictions and to a risk of forfeiture.
2.28 “
Securities Act
” means
the Securities Act of 1933, as now in effect or as hereafter amended.
2.29 “
Service
” means service
as an employee, officer, director or other Service Provider of the Company or an Affiliate. Unless otherwise stated in the applicable
Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long
as such Grantee continues to be an employee, officer, director or other Service Provider of the Company or an Affiliate. Subject
to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by
the Board, which determination shall be final and conclusive.
2.30 “
Service Provider
” means
an employee, officer or director of the Company or an Affiliate, or a consultant or adviser to the Company or an Affiliate.
2.31 “
Stock
” means the common
stock of the Company, having a par value of $.001 per share.
2.32 “
Subsidiary
” means any
“subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.
2.33 “
Ten-Percent Stockholder
”
means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock
of the Company, its parent or any of its subsidiaries. In determining stock ownership, the attribution rules of section 424(d)
of the Code shall be applied.
3.
ADMINISTRATION OF THE PLAN
3.1
Board
.
The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and by-laws and
applicable law.
The Board shall have full power and authority
to take all actions and to make all determinations required or provided for under the Plan, any Grant or any Award Agreement, and
shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with
the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the
Plan, any Grant or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the
members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s
certificate of incorporation and by-laws and applicable law. The interpretation and construction by the Board of any provision
of the Plan, any Grant or any Award Agreement shall be final and conclusive. To the extent permitted by law, the Board may delegate
its authority under the Plan to a member of the Board or an executive officer of the Company who is a member of the Board.
3.2
Committee
.
The Board from time to time may delegate to
one or more Committees such powers and authorities related to the administration and implementation of the Plan, as set forth in
Section 3.1 above and in other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation
and by-laws of the Company and applicable law. In the event that the Plan, any Grant or any Award Agreement entered into hereunder
provides for any action to be taken by or determination to be made by the Board, such action may be taken by or such determination
may be made by the applicable Committee if the power and authority to do so has been delegated to the Committee by the Board as
provided for in Section 3.1. Unless otherwise expressly determined by the Board, any such action or determination by the Committee
shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan
to a member of the Board or an executive officer of the Company who is a member of the Board.
3.3
Grants
.
Subject to the other terms and conditions of
the Plan, the Board shall have full and final authority to:
(i) designate
Grantees,
(ii) determine
the type or types of Grants to be made to a Grantee,
(iii) determine
the number of shares of Stock to be subject to a Grant,
(iv) establish
the terms and conditions of each Grant (including, but not limited to, the exercise price of any Option, the nature and duration
of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of
a Grant or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive
Stock Options),
(v) prescribe
the form of each Award Agreement evidencing a Grant, and
(vi) amend,
modify, or supplement the terms of any outstanding Grant.
As a condition to any Grant, the Board shall
have the right, at its discretion, to require Grantees to return to the Company Grants previously awarded under the Plan. Subject
to the terms and conditions of the Plan, any such subsequent Grant shall be upon such terms and conditions as are specified by
the Board at the time the new Grant is made. The Board shall have the right, in its discretion, to make Grants in substitution
or exchange for any other grant under another plan of the Company, any Affiliate, or any business entity to be acquired by the
Company or an Affiliate. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a
Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any non-competition agreement,
any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation
with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to
the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul a Grant if the Grantee
is an employee of the Company or an Affiliate thereof and is terminated “for cause” as defined in the applicable Award
Agreement.
3.4
Deferral Arrangement
.
The Board may permit or require the deferral
of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which
may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into
deferred Stock equivalents and restricting deferrals to comply with hardship distribution rules affecting 401(k) plans.
3.5
No Liability
.
No member of the Board or of the Committee shall
be liable for any action or determination made in good faith with respect to the Plan or any Grant or Award Agreement.
4.
STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section
15 hereof, the number of shares of Stock available for issuance under the Plan as Options or as Restricted Stock shall be ten million
(10,000,000) shares. Stock issued or to be issued under the Plan shall be authorized but unissued shares or, to the extent permitted
by applicable law, issued shares that have been reacquired by the Company. If any shares covered by a Grant are not purchased or
are forfeited, or if a Grant otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock
counted against the aggregate number of shares available under the Plan with respect to such Grant shall, to the extent of any
such forfeiture or termination, again be available for making Grants under the Plan.
5.
GRANT ELIGIBILITY
5.1
Employees and Other Service Providers
.
Grants (including Grants of Incentive Stock
Options, subject to Section 5.3) may be made under the Plan to any employee, officer or director of, or other Service Provider
providing, or who has provided, services to, the Company or any Affiliate. To the extent required by applicable state law, Grants
within certain states may be limited to employees and officers or employees, officers and directors.
5.2
Successive Grants
.
An eligible person may receive more than one
Grant, subject to such restrictions as are provided herein.
5.3
Limitations on Incentive Stock
Options
.
An Option shall constitute an Incentive Stock
Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent
specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined
at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee
become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer
and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which
they were granted.
6.
AWARD AGREEMENT
Each Grant pursuant to the Plan shall be evidenced
by an Award Agreement, in such form or forms as the Board shall from time to time determine, which specifies the number of shares
subject to the Grant and provides for adjustment in accordance with Section 15. Award Agreements granted from time to time or at
the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing
a Grant of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options,
and in the absence of such specification such options shall be deemed Nonqualified Stock Options.
7.
TERMS AND CONDITIONS OF OPTIONS
7.1
Option Price
.
The Option Price of each Option shall be fixed
by the Board and stated in the Award Agreement evidencing such Option. In the case of an Incentive Stock Option, the Option Price
shall be the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Grantee is a
Ten-Percent Stockholder, the Option Price of an Incentive Stock Option granted to such Grantee shall be not less than 110 % of
the Fair Market Value of a share of Stock on the Grant Date. To the extent required by applicable law, in the case of a Nonqualified
Stock Option, the Option Price shall be not less than 100% of the Fair Market Value on the Grant Date of a share of Stock; provided,
however, that in the event that a Grantee is a Ten-Percent Stockholder, the Option Price shall be not less than 110% of the Fair
Market Value of a share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value
of a share of Stock.
7.2
Vesting and Option Period
.
Subject to Sections 7.3 and 14.3 hereof, each
Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Board
and stated in the Award Agreement. For purposes of this Section 7.2, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. To the extent required by applicable law, each Option shall become exercisable
at least at the rate of twenty percent (20%) per year for each of the first five (5) years from the Grant Date based on continued
Service. Subject to the preceding sentence, the Board may provide, for example, in the Award Agreement for (i) accelerated exercisability
of the Option in the event the Grantee’s Service terminates on account of death, Disability or another event, (ii) expiration
of the Option prior to its term in the event of the termination of the Grantee’s Service, (iii) immediate forfeiture of the
Option in the event the Grantee’s Service is terminated for Cause or (iv) unvested Options to be exercised subject to the
Company’s right of repurchase with respect to unvested shares of Stock.
7.3
Term
.
Each Option granted under the Plan shall terminate,
and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from the date such Option
is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board
and stated in the Award Agreement relating to such Option; provided, however, that in the event that the Grantee is a Ten-Percent
Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after
the expiration of five (5) years from its Grant Date.
7.4
Exercise of Options on Termination
of Service
.
Each Award Agreement shall set forth the extent
to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service. Such provisions
shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and
may reflect distinctions based on the reasons for termination of employment. Notwithstanding the foregoing, to the extent required
by applicable law, each Option shall provide that the Grantee shall have the right to exercise the vested portion of any Option
held at termination for a period of three (3) months next succeeding such termination of service with the Company for any reason
(other than for Cause), and that the Grantee shall have the right to exercise the vested portion of any option Option for a period
of twelve (12) months next succeeding the termination of service with the Company due to death or Disability.
7.5
Limitations on Exercise of Option
.
Notwithstanding any other provision of the Plan,
in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the shareholders of the
Company, or after ten (10) years following the date upon which the Option is granted, or after the occurrence of an event referred
to in Section 14 hereof which results in termination of the Option.
7.6
Exercise Procedure
.
An Option that is exercisable may be exercised
by the Grantee’s delivery to the Company of written notice of exercise on any business day, at the Company’s principal
office, on the form specified by the Company. Such notice shall specify the number of shares of Stock with respect to which the
Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares for which the Option is
being exercised. The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at
any time shall be the lesser of (i) 100 shares or such lesser number set forth in the applicable Award Agreement and (ii) the maximum
number of shares available for purchase under the Option at the time of exercise. The Option Price shall be payable in a form described
in Section 10.
7.7
Right of Holders of Options
.
Unless otherwise stated in the applicable Award
Agreement, an individual holding or exercising an Option shall have none of the rights of a shareholder (for example, the right
to cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of shares of
Stock) until the shares of Stock covered thereby are fully paid and issued to such individual.
7.8
Delivery of Stock Certificates
.
Promptly after the exercise of an Option by
a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate or
certificates evidencing such Grantee’s ownership of the shares of Stock purchased upon such exercise of the Option.
8.
TRANSFERABILITY OF OPTIONS
8.1
Transferability of Options
.
Except as provided in Section 8.2, during the
lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or
legal representative) may exercise an Option. Except as provided in Section 8.2, no Option shall be assignable or transferable
by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.
8.2
Family Transfers
.
If authorized in the applicable Award Agreement,
a Grantee may transfer, not for value, all or part of an Option that is not an Incentive Stock Option to any Family Member. For
the purpose of this Section 8.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under
a domestic relations order in settlement of marital property rights; or (iii) unless applicable law does not permit such transfers,
a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee)
in exchange for an interest in that entity. Following a transfer under this Section 8.2, any such Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to the transfer, and shares of Stock acquired pursuant to
the Option shall be subject to the same restrictions on transfer of shares as would have applied to the Grantee. Subsequent transfers
of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.2 or by
will or the laws of descent and distribution. The events of termination of Service under an Option shall continue to be applied
with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and
for the periods specified in the Option, and the shares may be subject to repurchase by the Company or its assignee.
9.
RESTRICTED STOCK
9.1
Grant of Restricted Stock
.
The Board may from time to time grant Restricted
Stock to persons eligible to receive Grants under Section 5 hereof, subject to such restrictions, conditions and other terms as
the Board may determine.
9.2
Restrictions
.
At the time a Grant of Restricted Stock is made,
the Board shall establish a restriction period applicable to such Restricted Stock. Each Grant of Restricted Stock may be subject
to a different restriction period. The Board may, in its sole discretion, at the time a Grant of Restricted Stock is made, prescribe
conditions that must be satisfied prior to the expiration of the restriction period, including the satisfaction of corporate or
individual performance objectives or continued Service, in order that all or any portion of the Restricted Stock shall vest. To
the extent required by applicable law, the vesting restrictions applicable to a Grant of Restricted Stock shall lapse no less rapidly
than the rate of twenty percent (20%) per year for each of the first five (5) years from the Grant Date, based on continued Service.
The Board also may, in its sole discretion,
shorten or terminate the restriction period or waive any of the conditions applicable to all or a portion of the Restricted Stock.
The Restricted Stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restriction
period or prior to the satisfaction of any other conditions prescribed by the Board with respect to such Restricted Stock.
9.3
Restricted Stock Certificates
.
The Company shall issue, in the name of each
Grantee to whom Restricted Stock has been granted, stock certificates representing the total number of shares of Restricted Stock
granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that
either (i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted
Stock is forfeited to the Company, or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided,
however, that such certificates shall bear a legend or legends that complies with the applicable securities laws and regulations
and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.
9.4
Rights of Holders of Restricted
Stock
.
Unless the Board otherwise provides in an Award
Agreement, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any dividends declared
or paid with respect to such Stock. The Board may provide that any dividends paid on Restricted Stock must be reinvested in shares
of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Stock.
All distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend,
combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant.
9.5
Termination of Service
.
Unless otherwise provided by the Board in the
applicable Award Agreement, upon the termination of a Grantee’s Service with the Company or an Affiliate, any shares of Restricted
Stock held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed,
shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock, the Grantee shall have no further rights with respect
to such Grant, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to
shares of Restricted Stock.
9.6
Purchase and Delivery of Stock
.
The Grantee shall be required to purchase the
Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock
represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the Award Agreement relating to such Restricted
Stock. The Purchase Price shall be payable in a form described in Section 10 or, in the discretion of the Board, in consideration
for past Services rendered to the Company or an Affiliate. To the extent required by applicable law, the Purchase Price of a share
of Restricted Stock shall be not less than eight-five (85%) percent of the Fair Market Value on the Grant Date of a share of Stock;
provided, however, that in the event that the Grantee is a Ten-Percent Stockholder, the Purchase Price shall be not less than one
hundred (100%) percent of the Fair Market Value on the Grant date of a share of Stock.
Upon the expiration or termination of the restriction
period and the satisfaction of any other conditions prescribed by the Board, having properly paid the Purchase Price, the restrictions
applicable to shares of Restricted Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate
for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate,
as the case may be.
10.
FORM OF PAYMENT
10.1
General Rule
.
Payment of the Option Price for the shares purchased
pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable
to the Company.
10.2
Surrender of Stock
.
To the extent the Award Agreement so provides,
payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock
may be made all or in part through the tender to the Company of shares of Stock, which shares, if acquired from the Company, shall
have been held for at least six (6) months at the time of tender and which shall be valued, for purposes of determining the extent
to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise.
10.3
Cashless Exercise
.
With respect to an Option only (and not with
respect to Restricted Stock), to the extent the Award Agreement so provides and the shares of Stock have become publicly traded,
payment of the Option Price for shares purchased pursuant to the exercise of an Option may be made all or in part by delivery (on
a form acceptable to the Board) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares
of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes
described in Section 11.
10.4
Promissory Note
.
To the extent the Award Agreement so provides,
payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock
may be made all or in part with a full recourse promissory note executed by the Grantee. The interest rate and other terms and
conditions of such note shall be determined by the Board. The Board may require that the Grantee pledge the Stock subject to the
Grant for the purpose of securing payment of the note. In no event shall stock certificate(s) representing the Stock be released
to the Grantee until such note is paid in full.
10.5
Net Exercise of Option
.
In lieu of paying the aggregate purchase price
in cash pursuant to Section 10.1, the Grantee may elect a “net exercise” and exchange his or her Option for such number
of shares of Common Stock determined by multiplying such number of shares of common stock with respect to which this Option is
exercised by a fraction, the numerator of which shall be the difference between the then-current market price per share of common
stock and the purchase price provided in this Option, and the denominator of which shall be the then-current market price per share
of common stock. The Grantee, when exercising his or her Option shall have the right to receive the number of shares with a fair
market value equal to the difference between the exercise price and the current fair market value at the date of exercise. As a
result of such exercise, the Grantee is submitting the number of Options exercised and the Company is issuing the net difference
of shares of common stock after the net exercise.
11.
WITHHOLDING TAXES
The Company or any Affiliate, as the case may
be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any Federal, state, or local taxes of any
kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to Restricted Stock
or upon the issuance of any shares of Stock upon the exercise of an Option. At the time of such vesting, lapse, or exercise, the
Grantee shall pay to the Company or Affiliate, as the case may be, any amount that the Company or Affiliate may reasonably determine
to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may
be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such
obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to
the Grantee or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Grantee. The shares of Stock
so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value
of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the
date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 11
may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled
vesting, or other similar requirements.
12.
PARACHUTE LIMITATIONS
Notwithstanding any other provision of this
Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or
any Affiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application
of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for
the direct or indirect provision of compensation to the Grantee (including groups or classes of participants or beneficiaries of
which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified individual,” as defined in
Section 280G(c) of the Code, any Options or Restricted Stock held by that Grantee and any right to receive any payment or other
benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment,
or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under this Plan, all Other Agreements,
and all Benefit Arrangements, would cause any payment or benefit to the Grantee under this Plan to be considered a “parachute
payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii)
if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under
this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received
by the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt
of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or
benefits to or for the Grantee under any Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to
have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the
Grantee as described in clause (ii) of the preceding sentence, then the Grantee shall have the right, in the Grantee’s sole
discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements
that should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this Plan be deemed to be
a Parachute Payment.
13.
REQUIREMENTS OF LAW
13.1
General
.
The Company shall not be required to sell or
issue any shares of Stock under any Grant if the sale or issuance of such shares would constitute a violation by the Grantee, any
other individual exercising a right emanating from such Grant, or the Company of any provision of any law or regulation of any
governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company
shall determine, in its discretion, that the listing, registration or qualification of any shares subject to a Grant upon any securities
exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance
or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an
Option pursuant to such Grant unless such listing, registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of
termination of the Grant. Specifically, in connection with the Securities Act, upon the exercise of any right emanating from such
Grant or the delivery of any shares of Restricted Stock, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by such Grant, the Company shall not be required to sell or issue such shares unless the Board has
received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant
to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be final, binding,
and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the
Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or
the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to
any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered
by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such
an exemption.
13.2
Rule 16b-3
.
During any time when the Company has a class
of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Grants pursuant to the
Plan and the exercise of Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act.
To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall
be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the
Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
13.3
Financial Reports
To the extent required by applicable law, not
less often than annually the Company shall furnish to Grantees summary financial information including a balance sheet regarding
the Company’s financial conditions and results of operation, unless such Grantees have duties with the Company that assure
them access to equivalent information. Such financial statements need not be audited.
14.
EFFECT OF CHANGES IN CAPITALIZATION
14.1
Changes in Stock
.
Subject to the exception set forth in the last
sentence of Section 14.4, if the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed
into or exchanged for a different number of shares of common stock of the Company on account of any recapitalization, reclassification,
stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the
Effective Date, the number of shares for which Grants of Options and Restricted Stock may be made under the Plan shall be adjusted
proportionately by the Company. In addition, the number of shares for which Grants are outstanding shall be adjusted proportionately
so that the proportionate interest of the Grantee in common stock immediately following such event shall, to the extent practicable,
be the same as the Grantee’s interest in Stock immediately before such event. Any such adjustment in outstanding Options
shall not change the aggregate Option Price payable with respect to shares that are subject to the unexercised portion of an Option
outstanding but shall include a corresponding proportionate adjustment in the Option Price per share. The conversion of any convertible
securities of the Company shall not be treated as an increase in shares effected without receipt of consideration.
14.2
Reorganization in Which the Company
Is the Surviving Entity and in Which No Change of Control Occurs
.
Subject to the exception set forth in the last
sentence of Section 14.4, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company
with one or more other entities and in which no Change of Control occurs, any Grant theretofore made pursuant to the Plan shall
pertain to and apply to the common stock shares to which a holder of the number of shares of Stock subject to such Grant would
have been entitled immediately following such reorganization, merger, or consolidation, and in the case of Options, with a corresponding
proportionate adjustment of the Option Price per share so that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement evidencing a Grant of Restricted Stock, any restrictions applicable to such
Restricted Stock shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger
or consolidation.
14.3
Reorganization, Sale of Assets
or Sale of Stock Which Involves a Change of Control
.
Subject to the exceptions set forth in the last
sentence of this Section 14.3 and the last sentence of Section 14.4, (i) upon the occurrence of a Change of Control, all outstanding
shares of Restricted Stock shall be deemed to have vested, and all restrictions and conditions applicable to such shares of Restricted
Stock shall be deemed to have lapsed, immediately prior to the occurrence of such Change of Control, and (ii) either of the following
two actions shall be taken: (A) fifteen (15) days prior to the scheduled consummation of a Change of Control, all Options outstanding
hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days, or (B) the Board
may elect, in its sole discretion, to cancel any outstanding Grants and pay or deliver, or cause to be paid or delivered, to the
holder thereof an amount in cash or securities having a value (as determined by the Board acting in good faith), in the case of
Restricted Stock, equal to the formula or fixed price per share paid to holders of shares of Stock and, in the case of Options,
equal to the product of the number of shares of Stock subject to the Option (the “Option Shares”) multiplied by the
amount, if any, by which (I) the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction
exceeds (II) the Option Price applicable to such Option Shares. With respect to the Company’s establishment of an exercise
window, (i) any exercise of an Option during such 15-day period shall be conditioned upon the consummation of the event and shall
be effective only immediately before the consummation of the event, and (ii) upon consummation of any Change of Control, the Plan
and all outstanding but unexercised Options shall terminate. The Board shall send written notice of an event that will result in
such a termination to all individuals who hold Options not later than the time at which the Company gives notice thereof to its
shareholders. This Section 14.3 shall not apply to any Change of Control to the extent that provision is made in writing in connection
with such Change of Control for the assumption or continuation of the Options and Restricted Stock theretofore granted, or for
the substitution for such Options and Restricted Stock of new options and restricted stock covering the stock of a successor entity,
or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and exercise prices, in which
event the Plan and Options and Restricted Stock theretofore granted shall continue in the manner and under the terms so provided.
14.4
Adjustments
.
Adjustments under this Section 14.4 related
to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Board
may provide in the Award Agreements at the time of Grant, or any time thereafter with the consent of the Grantee, for different
provisions to apply to a Grant in place of those described in Sections 14.1, 14.2 and 14.3.
14.5
No Limitations on Company
.
The making of Grants pursuant to the Plan shall
not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.
15.
DURATION AND AMENDMENTS
15.1
Term of the Plan
.
The Effective Date of this Plan is the date
of its adoption by the Board, subject to the approval of the Plan by the Company’s stockholders. In the event that the stockholders
fail to approve the Plan within twelve (12) months after its adoption by the Board, any Grants already made shall be null and void,
and no additional grants shall be made after such date. The Plan shall terminate automatically ten (10) years after its adoption
by the Board and may be terminated on any earlier date as next provided.
15.2
Amendment and Termination of the
Plan
.
The Board may, at any time and from time to
time, amend, suspend, or terminate the Plan as to any shares of Stock as to which Grants have not been made. An amendment to the
Plan shall be contingent on approval of the Company’s stockholders only to the extent required by applicable law, regulations
or rules. No Grants shall be made after the termination of the Plan. No amendment, suspension, or termination of the Plan shall,
without the consent of the Grantee, alter or impair rights or obligations under any Grant theretofore awarded under the Plan.
16.
GENERAL PROVISIONS
16.1
Disclaimer of Rights
.
No provision in the Plan or in any Grant or
Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or
any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship
between any individual and the Company or any Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan
shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions
prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee
or otherwise hold any amounts in trust or escrow for payment to any participant or beneficiary under the terms of the Plan.
16.2
Nonexclusivity of the Plan
.
Neither the adoption of the Plan nor the submission
of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority
of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to
a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion
determines desirable, including, without limitation, the granting of stock options otherwise than under the Plan.
16.3
Captions
.
The use of captions in this Plan or any Award
Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award
Agreement.
16.4
Other Award Agreement Provisions
.
Each Grant awarded under the Plan may contain
such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.
16.5
Number and Gender
.
With respect to words used in this Plan, the
singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.
16.6
Severability
.
If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and
thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other
jurisdiction.
16.7
Pooling
.
In the event any provision of the Plan or the
Award Agreement would prevent the use of pooling of interests accounting in a corporate transaction involving the Company and such
transaction is contingent upon pooling of interests accounting, then that provision shall be deemed amended or revoked to the extent
required to preserve such pooling of interests. The Company may require in an Award Agreement that a Grantee who receives a Grant
under the Plan shall, upon advice from the Company, take (or refrain from taking, as appropriate) all actions necessary or desirable
to ensure that pooling of interests accounting is available.
16.8
Governing Law
.
The validity and construction of this Plan and
the instruments evidencing the Grants awarded hereunder shall be governed by the laws of the State of Delaware other than any conflicts
or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing
the Grants awarded hereunder to the substantive laws of any other jurisdiction.
iBio, Inc.
AMENDMENT NO. 1 TO
2008 OMNIBUS EQUITY INCENTIVE PLAN
The 2008 Omnibus Equity Incentive Plan (the
“Plan”) of iBio, Inc. (the “Company”) is hereby amended as follows:
1. The term IBIOPHARMA, INC. is deleted and
replaced in each instance with iBio, Inc.
2. The first sentence of Section 4 of the
Plan is deleted in its entirety and is amended and restated and shall read as follows:
“Subject to adjustment under Section
15, the number of shares of Stock available for issuance under the Plan as Options or as Restricted Stock shall be 15 million (15,000,000)
shares.”
Capitalized terms used herein and not defined
shall have the respective meaning ascribed to such terms in the Plan.
Except as aforesaid, the Plan shall remain
in full force and effect.
Approved by the Board of Directors on November 15, 2013. Approved
by the Stockholders on December 17, 2013
iBio, Inc.
AMENDMENT NO. 2 TO
2008 OMNIBUS EQUITY INCENTIVE PLAN
The 2008 Omnibus Equity Incentive Plan (the
“Plan”) of iBio, Inc. (the “Company”) is hereby amended as follows:
1. The first sentence of Section 4 of the
Plan is deleted in its entirety and is amended and restated and shall read as follows:
“Subject to adjustment under Section 15, the number
of shares of Stock available for issuance under the Plan as Options or as Restricted Stock shall be 25 million (25,000,000) shares.”
Capitalized terms used herein and not defined
shall have the respective meaning ascribed to such terms in the Plan.
Except as aforesaid, the Plan shall remain
in full force and effect.
Approved by the Board of Directors on November 13, 2017. Approved
by the Stockholders on December , 2017
YOUR VOTE IS IMPORTANT.
PLEASE VOTE TODAY. iBIO, INC. 2017 Annual Meeting of Stockholders December 19, 2017 10:00 A.M. local time This Proxy is Solicited
on Behalf of the Board of Directors Please Be Sure To Mark, Sign, Date and Return Your Proxy Card in the Envelope Provided PROXY
The board of directors recommends a vote “FOR” each of the director nominees. Please mark your votes like this X FOR
AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE 2017 ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF WILL NOT BE DEEMED TO REVOKE THIS
PROXY UNLESS THE UNDERSIGNED SPECIFICALLY REVOKES THIS PROXY BEFORE IT IS EXERCISED. FOR all Nominees listed to the left WITHHOLD
AUTHORITY to vote for the following nominee(s) 1. Election of Class III Directors. Nominees: JOHN D. MCKEY, JR. SEYMOUR FLUG (Instructions:
To withhold authority to vote for any nominee or nominees, mark the ‘‘WITHHOLD AUTHORITY’’ box and write
the name of the nominee or nominees in the space provided above.) 2. Ratification of Selection of CohnReznick LLP as the Company’s
independent registered public accounting firm for the current year ending June 30, 2018. Signature____________________________________________
Signature_____________________________________________ Date____________, 2017. Please sign exactly as your name appears on the
left. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held
jointly, each holder should sign. The board of directors recommends a vote “FOR” proposals 2, 3, 4 AND 5. PLEASE CHECK
HERE IF YOU PLAN TO ATTEND THE 2017 ANNUAL MEETING 3. Approval of, on an advisory basis, the compensation of our named executive
officers (“say-on-pay”). 4. Approval of an amendment to the Company’s certificate of incorporation, as amended,
to increase the number of authorized shares of common stock from 175 million to 275 million shares. 5. Approval of an amendment
to the Company’s 2008 Omnibus Equity Incentive Plan, as amended, to increase the number of shares of common stock authorized
for issuance thereunder from 15 million shares to 25 million shares. CONTROL NUMBER 91129_REV1 I_BIO_PROXY-CARD.indd 1
IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS: THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, THE PROXY STATEMENT AND THE COMPANY’S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 2017 ARE AVAILABLE ELECTRONICALLY TO THE COMPANY’S STOCKHOLDERS OF
RECORD AS OF THE CLOSE OF BUSINESS ON NOVEMBER 16, 2017, AT HTTP://WWW.CSTPROXY.COM/IBIOINC/AM2017 iBio, Inc. 2017 Annual Meeting
of Stockholders — December 19, 2017 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby
appoints Robert B. Kay and Robert L. Erwin, and each of them, proxies, with full power of substitution, to appear on behalf of
the undersigned and to vote all shares of common stock (par value $0.001) (‘‘common stock’’) of iBio,
Inc. (the ‘‘Company’’) that the undersigned is entitled to vote at the 2017 Annual Meeting of Stockholders
of the Company to be held at Omni Berkshire Place Hotel, 21 East 52nd Street, New York, New York, on December 19, 2017, commencing
at 10:00 a.m. (local time), and at any adjournment or postponement thereof. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS
DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL LISTED NOMINEES AS DIRECTORS
AND IN FAVOR OF PROPOSALS 2, 3, 4 AND 5. (Continued and to be marked, dated and signed, on the other side) 91129_REV1 I_BIO_PROXY-CARD.indd
2 11
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