Current Report Filing (8-k)
October 05 2020 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
October 1, 2020
iBio, Inc.
(Exact name of registrant as specified
in charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35023
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26-2797813
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(Commission File Number)
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(IRS Employer Identification No.)
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8800 HSC Parkway
Bryan, TX 77807
(Address of principal executive offices
and zip code)
(979) 446-0027
(Registrant’s telephone number
including area code)
(Former Name and Former Address)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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IBIO
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NYSE American
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ¨
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If an emerging growth company, indicate
by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective
October 1, 2020, the Board of Directors (the “Board”) of iBio, Inc. (the “Company”) appointed John Delta
as the Company’s principal accounting officer.
Mr.
Delta, age 58, has served as a consultant to the Company since July 13, 2020. Mr. Delta also serves (from November 2016 to the
present) as Managing Partner, Mid-Atlantic of TechCXO LLC, a professional services firm that provides experienced, C-Suite professionals
to deliver strategic and functional consulting services. From February 2011 to June 2016, he served as Chief Operating Officer
of Management CV Inc., where he was responsible for all operational aspects of the business, including HR, Product Management,
E-Commerce, Global Research and day to day Operations. From February 2010 to February 2011, Mr. Delta served as Co-Founder/Chief
Financial Officer of JJAB Holdings, LLC, where he was responsible for Finance and Operations for this private-equity-backed startup
in the direct response marketing space. He also served as Chief Financial Officer of Edison Worldwide, LLC from December 2008
to January 2010, where he led all accounting and strategic finance initiatives for this high growth Direct Response Marketing
firm. From March 2006 to October 2008, Mr. Delta served as Chief Financial Officer of DoublePositive Marketing Group, Inc., where
he built the accounting and finance functions for this high growth VC-backed firm. From October 2003 to December 2005, he served
as Executive Vice President and Chief Operating Officer of Hemscott Group, PLC, a private-equity-backed roll-up in the financial
information space. Mr. Delta led post-merger integration and operations for this global firm (US, UK and India) and he was instrumental
in developing the successful exit strategy of splitting the firm in two and selling the retail component to Morningstar and the
institutional piece to KKR. Mr. Delta also served as Vice President, General Manager of The Nasdaq Stock Market for almost 10
years, where he developed the business plan for, and then ran, the e-commerce group. Prior to working at Nasdaq, Mr. Delta worked
as an Associate at McKinsey & Co. where he primarily worked with the Financial Institutions Group on strategic technology
engagements and as a Manager at Deloitte & Touche where he focused on Financial Services. Mr. Delta holds a B.A. and a Master
of Business Administration (MBA) from the University of Virginia.
Since
July 2020, Mr. Delta has been providing financial consulting services to the Company under a Consulting and Services
Agreement by and between the Company and TechCXO LLC, dated July 8, 2020 (the “Consulting Agreement”). Pursuant
to the Consulting Agreement, the Company will pay Mr. Delta for his services as the Company’s principal accounting
officer at an hourly rate expected to represent approximately $30,000 per month, and to reimburse any reasonable
out-of-pocket business expenses incurred by Mr. Delta in performing the services. A copy of the Consulting Agreement is
attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
The
Company will also provide Mr. Delta with directors' and officers' liability insurance and indemnification as set forth in an Indemnification
Agreement by and between the Company and Mr. Delta (the “Indemnification Agreement”). A copy of the Indemnification
Agreement is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K.
There
are no family relationships between Mr. Delta and any director or executive officer of the Company, and neither has any direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The
foregoing descriptions of the Consulting Agreement and the Indemnification Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of each such document filed as Exhibit 10.1 and Exhibit 10.2, respectively, to
this Current Report on Form 8-K and incorporated herein by reference.
On
October 1, 2020, the Company received written notice from the NYSE American LLC stating that the Company had regained compliance
with all of the NYSE American LLC continued listing standards set forth in Part 10 of the NYSE American Company Guide (“Company
Guide”). Specifically, the Company has resolved the continued listing deficiency with respect to Section 1003(a)(i), Section
1003(a)(ii) and Section 1003(a)(iii) of the Company Guide referenced in the NYSE American LLC’s letters dated October 16,
2019 and December 9, 2019 by meeting the requirements of the $50 million market capitalization exemption in Section 1003(a) of
the Company Guide from the stockholders’ equity requirements.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed with
this Current Report on Form 8-K:
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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IBIO INC.
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Date: October 5, 2020
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By:
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/s/ Thomas F. Isett
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Name:
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Thomas F. Isett
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Title:
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Chairman and Chief Executive Officer
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