As filed with the Securities and Exchange Commission on November
25, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IBIO,
INC.
(Exact Name of Registrant as Specified in Its
Charter)
|
Delaware |
26-2797813 |
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)
Thomas F. Isett
Chairman and Chief Executive Officer
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
with copies to:
Leslie Marlow, Esq.
Hank Gracin, Esq.
Patrick J. Egan, Esq.
Gracin & Marlow, LLP
The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174
(212) 907-6457
Approximate date of commencement of proposed sale to the
public: From time to time after this registration
statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If any of
the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: x
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following
box: ¨
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities pursuant to Rule 413(b) under the Securities
Act, check the following box: ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
| Large accelerated filer |
|
☐ |
|
Accelerated
filer |
|
☐ |
| |
|
|
|
| Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
| |
|
|
|
| |
|
|
|
Emerging growth company |
|
☐ |
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to
Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered (1) |
|
Amount
to Be
Registered |
|
|
Proposed
Maximum
Offering Price
Per Unit |
|
|
Proposed
Maximum
Aggregate
Offering Price |
|
|
Amount of
Registration Fee (1) |
|
|
Common Stock, par value $0.001 per share |
|
|
|
(2) |
|
|
|
(3) |
|
|
|
(3) |
|
|
— |
|
|
Preferred Stock, par value $0.001 per share |
|
|
|
(2) |
|
|
|
(3) |
|
|
|
(3) |
|
|
— |
|
|
Debt Securities |
|
|
|
(2) |
|
|
|
(3) |
|
|
|
(3) |
|
|
— |
|
|
Warrants |
|
|
|
(2) |
|
|
|
(3) |
|
|
|
(3) |
|
|
— |
|
|
Units |
|
|
|
(2) |
|
|
|
(3) |
|
|
|
(3) |
|
|
— |
|
|
Total |
|
|
|
(2) |
|
|
|
|
|
$ |
200,000,000 |
|
|
$ |
21,820 |
|
|
(1) |
Calculated
pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, or the Securities Act. |
|
(2) |
There
are being registered hereunder such indeterminate number of shares
of common stock and preferred stock, such indeterminate principal
amount of debt securities, and such indeterminate number of
warrants to purchase common stock, preferred stock and/or debt
securities as may be sold by iBio, Inc., a Delaware corporation, or
the Registrant, from time to time, which together shall have an
aggregate initial offering price not to exceed $200,000,000. If any
debt securities are issued at an original issue discount, then the
offering price of such debt securities shall be in such greater
principal amount as shall result in an aggregate offering price not
to exceed $200,000,000, less the aggregate dollar amount of all
securities previously issued hereunder. Any securities registered
hereunder may be sold separately or in combination with other
securities registered hereunder. The proposed maximum offering
price of the securities will be determined, from time to time, by
the Registrant in connection with the issuance by the Registrant of
the securities registered hereunder. The securities registered
hereunder also include such indeterminate number of shares of
common stock and preferred stock and amount of debt securities as
may be issued upon conversion of or exchange for preferred stock or
debt securities that provide for conversion or exchange, upon
exercise of warrants or pursuant to the antidilution provisions of
any of such securities. In addition, pursuant to Rule 416
under the Securities Act, the shares being registered hereunder
include such indeterminate number of shares of common stock and
preferred stock as may be issuable with respect to the shares being
registered hereunder as a result of stock splits, stock dividends
or similar transactions. |
|
(3) |
The
proposed maximum aggregate offering price per class of security
will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the securities
registered hereunder and is not specified as to each class of
security pursuant to General Instruction II.D of Form S-3 under the
Securities Act. |
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement contains:
|
• |
a base prospectus, which covers the
offering, issuance and sales by us of up to $200,000,000 in the
aggregate of the securities identified above from time to time in
one or more offerings; and |
|
• |
a sales agreement prospectus
covering the offer, issuance and sale by us of up to a maximum
aggregate offering price of up to $100,000,000 of our common stock
that may be issued and sold from time to time under sales
agreement, or sales agreement, with Cantor Fitzgerald & Co., or
Cantor Fitzgerald, the sales agent. |
The base prospectus immediately follows this explanatory note. The
specific terms of any securities to be offered pursuant to the base
prospectus will be specified in a prospectus supplement to the base
prospectus. The sales agreement prospectus immediately follows the
base prospectus. The $100,000,000 of common stock that may be
offered, issued and sold under the sales agreement prospectus is
included in the $200,000,000 of securities that may be offered,
issued and sold by us under the base prospectus. Upon termination
of the sales agreement, any portion of the $100,000,000 included in
the sales agreement prospectus that is not sold pursuant to the
sales agreement will be available for sale in other offerings
pursuant to the base prospectus, and if no shares are sold under
the equity distribution agreement, the full $100,000,000 of
securities may be sold in other offerings pursuant to the base
prospectus.
The information contained in this prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
Subject to Completion, Dated November 25, 2020
PROSPECTUS
$200,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may, from time to time, offer and sell up to $200,000,000 of any
combination of our common stock, preferred stock, debt securities
or warrants or units comprised of any of the foregoing securities
described in this prospectus, either individually or in combination
with other securities, at prices and on terms described in one or
more supplements to this prospectus. We may also offer common stock
or preferred stock upon conversion of debt securities, common stock
upon conversion of preferred stock, or common stock, preferred
stock or debt securities upon the exercise of warrants. We may also
authorize one or more free writing prospectuses to be provided to
you in connection with these offerings.
This prospectus describes some of the general terms that may apply
to an offering of our securities. We will provide the specific
terms of these offerings and securities in one or more supplements
to this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these
offerings. The prospectus supplement and any related free writing
prospectus may also add, update or change information contained in
this prospectus. You should carefully read this prospectus, the
applicable prospectus supplement and any related free writing
prospectus, as well as the documents incorporated by reference,
before buying any of the securities being offered.
Securities may be sold by us to or through underwriters or dealers,
directly to purchasers or through agents designated from time to
time. For additional information on the methods of sale, you should
refer to the section entitled “Plan of Distribution” in this
prospectus and in the applicable prospectus supplement. If any
underwriters are involved in the sale of any securities with
respect to which this prospectus is being delivered, the names of
such underwriters and any applicable discounts or commissions and
over-allotment options will be set forth in a prospectus
supplement. The price to the public of such securities and the net
proceeds we expect to receive from such sale will also be set forth
in a prospectus supplement.
Our common stock is listed on the NYSE American LLC, or the NYSE
American, under the symbol “IBIO.” On November 24, 2020, the last
reported sales price of our common stock on the NYSE American was
$1.47 per share.
Investing in our securities involves a high degree of risk. See
the section of this prospectus entitled “Risk Factors” contained in
this prospectus and any applicable prospectus supplement and under
similar sections in the other documents that are incorporated by
reference into this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
,
2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the Securities and Exchange Commission, or SEC,
using a “shelf” registration process. Under this shelf registration
statement, we may sell from time to time in one or more offerings
up to a total dollar amount of $200,000,000 of common stock and
preferred stock, various series of debt securities and/or warrants
to purchase any of such securities, either individually or in
combination with other securities as described in this prospectus,
including units comprised of any combination of the foregoing
securities. Each time we sell any type or series of securities
under this prospectus, we will provide a prospectus supplement that
will contain more specific information about the terms of that
offering. We may also authorize one or more free writing
prospectuses to be provided to you that may contain material
information relating to these offerings. We may also add, update or
change in a prospectus supplement or free writing prospectus any of
the information contained in this prospectus or in the documents we
have incorporated by reference into this prospectus. This
prospectus, together with the applicable prospectus supplement, any
related free writing prospectus and the documents incorporated by
reference into this prospectus and the applicable prospectus
supplement, will include all material information relating to the
applicable offering. You should carefully read both this prospectus
and the applicable prospectus supplement and the documents
incorporated by reference into this prospectus and any related free
writing prospectus, together with the additional information
described under “Where You Can Find More Information” and
“Incorporation of Certain Information By Reference,” before buying
any of the securities being offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF
SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT
Neither we, nor any agent, underwriter or dealer has authorized any
person to give any information or to make any representation other
than those contained or incorporated by reference in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus prepared by or on behalf of us or to which
we have referred you. This prospectus, any applicable supplement to
this prospectus or any related free writing prospectus does not
constitute an offer to sell or the solicitation of an offer to buy
any securities other than the registered securities to which they
relate, nor does this prospectus, any applicable supplement to this
prospectus or any related free writing prospectus constitute an
offer to sell or the solicitation of an offer to buy securities in
any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.
You should not assume that the information contained in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus is accurate on any date subsequent to the
date set forth on the front of the document or that any information
we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference, even though
this prospectus, any applicable prospectus supplement or any
related free writing prospectus is delivered, or securities are
sold, on a later date.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
section entitled “Where You Can Find More Information.”
Except as otherwise indicated herein or as the context otherwise
requires, references in this prospectus to “iBio,” “the company,”
“we,” “us,” “our” and similar references refer to iBio, Inc., an
entity incorporated under the laws of the State of Delaware, and
where appropriate our consolidated subsidiaries.
This prospectus and the information incorporated herein by
reference include trademarks, service marks and trade names owned
by us or other companies. All trademarks, service marks and trade
names included or incorporated by reference into this prospectus,
any applicable prospectus supplement or any related free writing
prospectus are the property of their respective
owners.
PROSPECTUS SUMMARY
This summary highlights certain information about us, this
offering and selected information contained in the prospectus. This
summary is not complete and does not contain all of the information
that you should consider before deciding whether to invest in our
common stock and/or warrants. For a more complete understanding of
our company and this offering, we encourage you to read and
consider the more detailed information in the prospectus, including
“Risk Factors” and the financial statements and related notes.
Unless we specify otherwise, all references in this prospectus to
“iBio,” “we,” “our,” “us” and “our company” refer to iBio Inc., a
Delaware corporation.
Business Overview
We are a biotechnology company and biologics contract development
and manufacturing organization (“CDMO”). We apply our licensed and
owned technologies to develop novel products to fight fibrotic
diseases, cancers, and infectious diseases. We use
our FastPharming® Development and
Manufacturing System (the “FastPharming System”) to increase
“speed-to-clinic” for new candidates. We are also using
the FastPharming System to create proteins and
bioinks for research and further manufacturing uses in a variety of
R&D applications, including 3D-bioprinting. In addition, we
make the FastPharming System available to clients
on a fee-for-service basis for the rapid, scalable, eco-friendly
production of high-quality proteins.
During the quarter ended September 30, 2020, we operated in two
segments: (i) our CDMO segment, operated via our subsidiary iBio
CDMO LLC, a Delaware limited liability company (“iBio CDMO”), and
(ii) our biologics development and licensing activities, conducted
within iBio, Inc. In the past, our primary focus was the CDMO
business, pursuant to which iBio CDMO provided manufacturing
services to collaborators and third-party customers as well as used
for development of our own product candidates. However, during the
second half of 2020 and subsequent to year end, we shifted our
primary focus to our biologics development programs, including new
vaccines and therapeutics.
Our current platforms and programs include: (i) CDMO services using
our licensed and owned FastPharming
System and GlycaneeringTM Services;
(ii) the development of therapeutics, for which we intend to
conduct preclinical and clinical trials; (iii) the development of
vaccines, for which we intend to conduct preclinical and clinical
trials, and (iv) the production of proteins for research and
further manufacturing use in 3D-bioprinting and other applications.
We are developing a portfolio of technologies, products, and
services driven by the following platforms and programs, which we
intend to use individually, and in combination:
|
o |
Process development and
manufacturing of protein products in hydroponically-grown,
transiently-transfected plants, (typically Nicotiana
benthamiana, a relative of the tobacco plant) via
utilization of our proprietary expression
technologies, GlycaneeringTM Services,
and production know-how (the FastPharming System)
deployed in our 130,000 square-foot manufacturing facility in
Bryan, Texas. |
|
o |
“Factory Solutions” for the clients
who seek to insource biologics manufacturing using
the FastPharming System and instead of outsourcing
production to iBio CDMO. |
|
o |
Treatments for fibrotic diseases,
including a fusion of the endostatin-derived E4 antifibrotic
peptide to the hinge and heavy chain of human IgG1 (“IBIO-100”,
formerly described as “CFB-03”) for systemic scleroderma (for which
we have received orphan drug designation), idiopathic pulmonary
fibrosis, and related conditions. |
|
o |
An ACE2-Fc fusion protein as a
treatment for COVID-19 and, prospectively, other diseases emanating
from the Coronaviridae family, in-licensed from Planet
Biotechnology, Inc. |
|
o |
A novel virus-like particle antigen
being designed for use in a vaccine candidate targeting the
SARS-CoV-2 virus (“IBIO-200”). |
|
o |
The lichenase
(“LicKMTM”)-subunit vaccine for COVID-19
(“IBIO-201”). |
|
o |
An E2 antigen, in combination with
a selected adjuvant, for vaccination of pigs against classical
swine fever (“IBIO-400”). |
|
· |
Research &
Bioprocess Products |
|
o |
Protein scaffolds for use as
bioinks in the development of 3D-bioprinted tissues and
organs. |
|
o |
Cytokines and growth factors for
cell culture applications. |
|
o |
Biomaterials for a range of life
science research, development, and bioprocessing applications. |
Corporate Information
We are a Delaware corporation. Our principal
executive/administrative offices are located at 8800 HSC Parkway,
Bryan, Texas 77807-1107, and our telephone number is (979)
446-0027. Our website address
is http://www.ibioinc.com. We make available free of charge on our
website our annual, quarterly and current reports, including
amendments to such reports, as soon as reasonably practicable after
we electronically file such material with, or furnish such material
to, the SEC. Information on or accessed through our
website is not incorporated into this prospectus or the
accompanying base prospectus and is not a part of this prospectus
or the accompanying base prospectus. Our common stock is listed on
the NYSE American under the symbol “IBIO.”
Risks Associated with our Business
Our business is subject to numerous risks, as described under the
heading “Risk Factors” contained in the applicable prospectus
supplement and in any free writing prospectuses we have authorized
for use in connection with a specific offering, and under similar
headings in the documents that are incorporated by reference into
this prospectus.
The Securities We May Offer
We may offer shares of our common stock, preferred stock, various
series of debt securities and/or warrants to purchase any of such
securities either individually or in combination with other
securities including units comprised of the foregoing, with a total
value of up to $200,000,000 from time to time under this prospectus
at prices and on terms to be determined at the time of any
offering. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series
of securities under this prospectus, we will provide a prospectus
supplement that will describe the specific amounts, prices and
other important terms of the securities, including, to the extent
applicable:
|
· |
designation
or classification; |
|
· |
aggregate
principal amount or aggregate offering price; |
|
· |
original
issue discount; |
|
· |
rates
and times of payment of interest or dividends; |
|
· |
redemption,
conversion, exercise, exchange or sinking fund terms; |
|
· |
voting
or other rights; |
|
· |
conversion
or exchange prices or rates and, if applicable, any provisions for
changes to or adjustments in the conversion or exchange prices or
rates and in the securities or other property receivable upon
conversion or exchange; and |
|
· |
a
discussion of material |
The prospectus supplement and any related free writing prospectus
that we may authorize to be provided to you may also add, update or
change information contained in this prospectus or in documents we
have incorporated by reference. However, no prospectus supplement
or free writing prospectus will offer a security that is not
registered and described in this prospectus at the time of the
effectiveness of the registration statement of which this
prospectus is a part.
We may sell the securities directly to investors or to or through
agents, underwriters or dealers. We, and our agents, underwriters
or dealers reserve the right to accept or reject all or part of any
proposed purchase of securities. If we do offer securities to or
through agents, underwriters or dealers, we will include in the
applicable prospectus supplement:
|
· |
the names of those
agents, underwriters or dealers; |
|
· |
applicable fees,
discounts and commissions to be paid to them; |
|
· |
details regarding
over-allotment options, if any; and |
|
· |
the net proceeds to
us. |
This prospectus may not be used to consummate a sale of
securities unless it is accompanied by a prospectus
supplement.
Common Stock
We may issue shares of our common stock from time to time. Each
holder of our common stock is entitled to one vote for each share
on all matters submitted to a vote of the stockholders, including
the election of directors. Under our certificate of incorporation,
as amended, or certificate of incorporation, and first amended and
restated bylaws, or bylaws, our stockholders do not have cumulative
voting rights. Because of this, the holders of a majority of the
shares of common stock entitled to vote in any election of
directors can elect all of the directors standing for election, if
they should so choose. Subject to preferences that may be
applicable to any then-outstanding shares of preferred stock,
holders of common stock are entitled to receive ratably those
dividends, if any, as may be declared from time to time by the
board of directors out of legally available funds. In the event of
our liquidation, dissolution or winding up, holders of common stock
are entitled to share ratably in the net assets legally available
for distribution to stockholders after the payment of all of our
debts and other liabilities and the satisfaction of any liquidation
preference granted to the holders of any then-outstanding shares of
preferred stock. Holders of common stock have no preemptive,
conversion or subscription rights and there are no redemption or
sinking fund provisions applicable to the common stock. The rights,
preferences and privileges of the holders of common stock are
subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock that we may
designate in the future.
Preferred Stock
We may issue shares of our preferred stock from time to time, in
one or more series. Our board of directors will determine the
designations, voting powers, preferences and rights of the
preferred stock, as well as the qualifications, limitations or
restrictions thereof, including dividend rights, conversion rights,
preemptive rights, terms of redemption or repurchase, liquidation
preferences, sinking fund terms and the number of shares
constituting any series or the designation of any series.
Convertible preferred stock will be convertible into our common
stock or exchangeable for other securities. Conversion may be
mandatory or at the holder’s option and would be at prescribed
conversion rates.
If we sell any series of preferred stock under this prospectus, we
will fix the designations, voting powers, preferences and rights of
such series of preferred stock, as well as the qualifications,
limitations or restrictions thereof, in the certificate of
designation relating to that series. We will file as an exhibit to
the registration statement of which this prospectus is a part, or
will incorporate by reference from reports that we file with the
SEC, the form of any certificate of designation that describes the
terms of the series of preferred stock that we are offering before
the issuance of the related series of preferred stock. We urge you
to read the applicable prospectus supplement (and any free writing
prospectus that we may authorize to be provided to you) related to
the series of preferred stock being offered, as well as the
complete certificate of designation establishing the terms of the
applicable series of preferred stock.
Debt Securities
We may issue debt securities from time to time, in one or more
series, as either senior or subordinated debt or as senior or
subordinated convertible debt. The senior debt securities will rank
equally with any other unsecured and unsubordinated debt. The
subordinated debt securities will be subordinate and junior in
right of payment, to the extent and in the manner described in the
instrument governing the debt, to all of our senior indebtedness.
Convertible debt securities will be convertible into or
exchangeable for our common stock or other securities. Conversion
may be mandatory or at your option and would be at prescribed
conversion rates.
We may issue debt securities under a note purchase agreement or
under one or more documents called indentures, which are contracts
between us and a national banking association or other eligible
party, as trustee. Unless otherwise specified in a prospectus
supplement, any debt securities issued under this prospectus will
be issued under an indenture that we will enter into with the
trustee named in the indenture. In this prospectus, we have
summarized certain general features of the debt securities. We urge
you, however, to read the applicable prospectus supplement (and any
free writing prospectus that we may authorize to be provided to
you) related to the series of debt securities being offered, as
well as the complete indentures that contain the terms of the debt
securities. A form of indenture has been filed as an exhibit to the
registration statement of which this prospectus is a part, and
supplemental indentures and forms of debt securities containing the
terms of the debt securities being offered will be filed as
exhibits to the registration statement of which this prospectus is
a part or will be incorporated by reference from reports that we
file with the SEC.
Warrants
We may issue warrants for the purchase of common stock, preferred
stock and/or debt securities in one or more series. We may issue
warrants independently or together with common stock, preferred
stock and/or debt securities, and the warrants may be attached to
or separate from these securities. In this prospectus, we have
summarized certain general features of the warrants. We urge you,
however, to read the applicable prospectus supplement (and any free
writing prospectus that we may authorize to be provided to you)
related to the series of warrants being offered, as well as any
warrant agreements and warrant certificates that contain the terms
of the warrants. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of
warrant and/or the warrant agreement and warrant certificate, as
applicable, that contain the terms of the particular series of
warrants we are offering, and any supplemental agreements, before
the issuance of such warrants.
Any warrants issued under this prospectus may be evidenced by
warrant certificates. Warrants also may be issued under an
applicable warrant agreement that we enter into with a warrant
agent. We will indicate the name and address of the warrant agent,
if applicable, in the prospectus supplement relating to the
particular series of warrants being offered.
Units
We may issue units comprised of shares of common stock, shares of
preferred stock, debt securities and/or warrants in any
combination. We may issue units in such amounts and in as many
distinct series as we wish.
Any units issued under this prospectus may be evidenced by unit
certificates. Units also may be issued under one or more applicable
unit agreements to be entered into between us and a bank or other
financial institution, as unit agent. We urge you to read any
prospectus supplement related to any series of units we may offer,
as well as any applicable unit agreement and/or unit certificate
that contain the terms of the units. If we issue units, the
applicable forms of unit agreements and/or unit certificates
relating to such units (if any) will be filed as exhibits to the
registration statement of which this prospectus is a part or will
be incorporated by reference from reports that we file with the
SEC.
RISK FACTORS
Investing in our securities involves a high degree of risk. Before
deciding whether to invest in our securities, you should consider
carefully the risks and uncertainties described under the heading
“Risk Factors” contained in the applicable prospectus supplement
and any related free writing prospectus, and discussed under the
section entitled “Risk Factors” contained in our most recent Annual
Report on Form 10-K, as may be updated by subsequent annual,
quarterly and other reports that are incorporated by reference into
this prospectus in their entirety. The risks described in these
documents are not the only ones we face, but those that we consider
to be material. There may be other unknown or unpredictable
economic, business, competitive, regulatory or other factors that
could have material adverse effects on our future results. Past
financial performance may not be a reliable indicator of future
performance, and historical trends should not be used to anticipate
results or trends in future periods. If any of these risks actually
occurs, our business, financial condition, results of operations or
cash flow could be seriously harmed. This could cause the trading
price of our common stock to decline, resulting in a loss of all or
part of your investment. Please also read carefully the section
below entitled “Forward-Looking Statements.”
FORWARD-LOOKING
STATEMENTS
This prospectus and the documents incorporated herein by reference
contain forward-looking statements that involve risks and
uncertainties. These forward-looking statements are not historical
facts but rather are plans and predictions based on current
expectations, estimates and projections about our industry, our
beliefs and assumptions. Discussions containing these
forward-looking statements may be found, among other places, in the
Sections entitled “Prospectus Summary—Business Overview,” “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” incorporated by reference from
our most recent Annual Report on Form 10-K and in our Quarterly
Reports on Form 10-Q, as well as any amendments thereto, filed with
the SEC.
We use words such as “anticipate,” “expect,” “intend,” “plan,”
“believe,” “seek,” “estimate” and variations of these words and
similar expressions to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to certain risks, uncertainties and other factors, some of which
are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or
forecasted in the forward-looking statements. These risks and
uncertainties include those described in the section above entitled
“Risk Factors.” You should not place undue reliance on these
forward-looking statements, which reflect our view only as of the
date of this prospectus.
Except as required by law, we assume no obligation to update these
forward-looking statements publicly, or to revise any
forward-looking statements to reflect events or developments
occurring after the date of this prospectus, even if new
information becomes available in the future.
USE OF PROCEEDS
We cannot guarantee that we will receive any proceeds in connection
with this offering because we may be unable or choose not to issue
and sell any securities covered by this prospectus.
Unless otherwise provided in a supplement or amendment to this
prospectus, we intend to use any net proceeds from this offering,
together with other available funds, for operating costs, including
working capital needs and for other general corporate purposes
including acquisitions and investments in other businesses.
We have not specifically identified the precise amounts we will
spend on each of these areas or the timing of these expenditures.
The amounts actually expended for each purpose may vary
significantly depending upon numerous factors, including the amount
and timing of the proceeds from this offering and our operating
expenses. In addition, expenditures may also depend on the
establishment of new collaborative arrangements with other
companies, the availability of other financing, and other
factors.
LEGAL OWNERSHIP OF
SECURITIES
We can issue securities in registered form or in the form of one or
more global securities. We describe global securities in greater
detail below. We refer to those persons who have securities
registered in their own names on the books that we or any
applicable trustee or depositary maintain for this purpose as the
“holders” of those securities. These persons are the legal holders
of the securities. We refer to those persons who, indirectly
through others, own beneficial interests in securities that are not
registered in their own names, as “indirect holders” of those
securities. As we discuss below, indirect holders are not legal
holders, and investors in securities issued in book-entry form or
in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify
in the applicable prospectus supplement. This means securities may
be represented by one or more global securities registered in the
name of a financial institution that holds them as depositary on
behalf of other financial institutions that participate in the
depositary’s book-entry system. These participating institutions,
which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their
customers.
Only the person in whose name a security is registered is
recognized as the holder of that security. Global securities will
be registered in the name of the depositary or its participants.
Consequently, for global securities, we will recognize only the
depositary as the holder of the securities, and we will make all
payments on the securities to the depositary. The depositary passes
along the payments it receives to its participants, which in turn
pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements
they have made with one another or with their customers; they are
not obligated to do so under the terms of the securities.
As a result, investors in a global security will not own securities
directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution
that participates in the depositary’s book-entry system or holds an
interest through a participant. As long as the securities are
issued in global form, investors will be indirect holders, and not
legal holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities that are not
issued in global form. In these cases, investors may choose to hold
their securities in their own names or in “street name.” Securities
held by an investor in street name would be registered in the name
of a bank, broker or other financial institution that the investor
chooses, and the investor would hold only a beneficial interest in
those securities through an account he or she maintains at that
institution.
For securities held in street name, we or any applicable trustee or
depositary will recognize only the intermediary banks, brokers and
other financial institutions in whose names the securities are
registered as the holders of those securities, and we or any such
trustee or depositary will make all payments on those securities to
them. These institutions pass along the payments they receive to
their customers who are the beneficial owners, but only because
they agree to do so in their customer agreements or because they
are legally required to do so. Investors who hold securities in
street name will be indirect holders, not holders, of those
securities.
Legal Holders
Our obligations, as well as the obligations of any applicable
trustee or third party employed by us or a trustee, run only to the
legal holders of the securities. We do not have obligations to
investors who hold beneficial interests in global securities, in
street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect holder of a security
or has no choice because we are issuing the securities only in
global form.
For example, once we make a payment or give a notice to the holder,
we have no further responsibility for the payment or notice even if
that holder is required, under agreements with its participants or
customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval of
the holders to amend an indenture, to relieve us of the
consequences of a default or of our obligation to comply with a
particular provision of an indenture, or for other purposes. In
such an event, we would seek approval only from the holders, and
not the indirect holders, of the securities. Whether and how the
legal holders contact the indirect holders is up to the legal
holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other financial
institution, either in book-entry form because the securities are
represented by one or more global securities or in street name, you
should check with your own institution to find out:
|
· |
how it handles
securities payments and notices; |
|
· |
whether it imposes
fees or charges; |
|
· |
how it would handle a
request for the holders’ consent, if ever required; |
|
· |
whether and how you
can instruct it to send you securities registered in your own name
so you can be a holder, if that is permitted in the
future; |
|
· |
how it would exercise
rights under the securities if there were a default or other event
triggering the need for holders to act to protect their interests;
and |
|
· |
if the securities are
in book-entry form, how the depositary’s rules and procedures will
affect these matters. |
Global Securities
A global security is a security that represents one or any other
number of individual securities held by a depositary. Generally,
all securities represented by the same global securities will have
the same terms.
Each security issued in book-entry form will be represented by a
global security that we issue to, deposit with and register in the
name of a financial institution or its nominee that we select. The
financial institution that we select for this purpose is called the
depositary. Unless we specify otherwise in the applicable
prospectus supplement, The Depository Trust Company, New York, New
York, known as DTC, will be the depositary for all securities
issued in book-entry form.
A global security may not be transferred to or registered in the
name of anyone other than the depositary, its nominee or a
successor depositary, unless special termination situations arise.
We describe those situations below under “—Special Situations When
a Global Security Will Be Terminated.” As a result of these
arrangements, the depositary, or its nominee, will be the sole
registered owner and legal holder of all securities represented by
a global security, and investors will be permitted to own only
beneficial interests in a global security. Beneficial interests
must be held by means of an account with a broker, bank or other
financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an investor
whose security is represented by a global security will not be a
legal holder of the security, but only an indirect holder of a
beneficial interest in the global security.
If the prospectus supplement for a particular security indicates
that the security will be issued as a global security, then the
security will be represented by a global security at all times
unless and until the global security is terminated. If termination
occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held
through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an investor’s rights relating to a global
security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general
laws relating to securities transfers. We do not recognize an
indirect holder as a holder of securities and instead deal only
with the depositary that holds the global security.
If securities are issued only as global securities, an investor
should be aware of the following:
|
· |
an investor cannot
cause the securities to be registered in his or her name, and
cannot obtain non-global certificates for his or her interest in
the securities, except in the special situations we describe
below; |
|
· |
an investor will be an
indirect holder and must look to his or her own bank or broker for
payments on the securities and protection of his or her legal
rights relating to the securities, as we describe
above; |
an investor may not be able to sell interests in the securities to
some insurance companies and to other institutions that are
required by law to own their securities in non-book-entry form;
|
· |
an investor may not be
able to pledge his or her interest in the global security in
circumstances where certificates representing the securities must
be delivered to the lender or other beneficiary of the pledge in
order for the pledge to be effective; |
|
· |
the depositary’s
policies, which may change from time to time, will govern payments,
transfers, exchanges and other matters relating to an investor’s
interest in the global security; |
|
· |
we and any applicable
trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in the global
security, nor will we or any applicable trustee supervise the
depositary in any way; |
|
· |
the depositary may,
and we understand that DTC will, require that those who purchase
and sell interests in the global security within its book-entry
system use immediately available funds, and your broker or bank may
require you to do so as well; and |
|
· |
financial institutions
that participate in the depositary’s book-entry system, and through
which an investor holds its interest in the global security, may
also have their own policies affecting payments, notices and other
matters relating to the securities. |
There may be more than one financial intermediary in the chain of
ownership for an investor. We do not monitor and are not
responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be
Terminated
In a few special situations described below, a global security will
terminate and interests in it will be exchanged for physical
certificates representing those interests. After that exchange, the
choice of whether to hold securities directly or in street name
will be up to the investor. Investors must consult their own banks
or brokers to find out how to have their interests in securities
transferred to their own names, so that they will be direct
holders. We have described the rights of holders and street name
investors above.
A global security will terminate when the following special
situations occur:
|
· |
if the depositary
notifies us that it is unwilling, unable or no longer qualified to
continue as depositary for that global security and we do not
appoint another institution to act as depositary within 90
days; |
|
· |
if we notify any
applicable trustee that we wish to terminate that global security;
or |
|
· |
if an event of default
has occurred with regard to securities represented by that global
security and has not been cured or waived. |
The applicable prospectus supplement may also list additional
situations for terminating a global security that would apply only
to the particular series of securities covered by the prospectus
supplement. When a global security terminates, the depositary, and
neither we nor any applicable trustee, is responsible for deciding
the names of the institutions that will be the initial direct
holders.
PLAN OF DISTRIBUTION
The securities being offered may be sold in one or more
transactions at fixed prices, at prevailing market prices at the
time of sale, at prices related to the prevailing market prices, at
varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected at various times in one or more
of the following transactions, or in other kinds of
transactions:
| |
· |
through
underwriters for resale to the public or investors; |
| |
· |
transactions on NYSE American or on any national securities
exchange or U.S. inter-dealer system of a registered national
securities association on which our common stock may be listed or
quoted at the time of sale;
|
| |
· |
in
the over-the-counter market; |
| |
· |
in
private transactions and transactions otherwise than on these
exchanges or systems; |
| |
· |
in “at the market offerings”, within the meaning of Rule 415(a)(4)
of the Securities Act of 1933, as amended, or the Securities Act,
to or through a market maker or into an existing trading market, on
an exchange or otherwise;
|
| |
· |
in
connection with short sales of the shares; |
| |
· |
by
pledge to secure debt and other obligations; |
| |
· |
through
the writing of options, whether the options are listed on an
options exchange or otherwise; |
| |
· |
in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options;
|
| |
· |
through
a combination of any of the above transactions; or |
| |
· |
any
other method permitted by law. |
We may sell our securities directly to one or more purchasers, or
to or through underwriters, dealers or agents or through a
combination of those methods. The related prospectus supplement
will set forth the terms of each offering, including:
| |
· |
the
name or names of any agents, dealers, underwriters or investors who
purchase the securities; |
| |
· |
the
purchase price of the securities being offered and the proceeds we
will receive from the sale; |
| |
· |
the
amount of any compensation, discounts commissions or fees to be
received by the underwriters, dealer or agents; |
| |
· |
any
over-allotment options under which underwriters may purchase
additional securities from us; |
| |
· |
any
discounts or concessions allowed or reallowed or paid to
dealers; |
| |
· |
any
securities exchanges on which such securities may be
listed; |
| |
· |
the terms of any indemnification provisions, including
indemnification from liabilities under the federal securities laws;
and
|
| |
· |
the nature of any transaction by an underwriter, dealer or agent
during the offering that is intended to stabilize or maintain the
market price of the securities.
|
In addition, any securities covered by this prospectus that qualify
for sale pursuant to Regulation S may be sold pursuant to
Regulation S rather than pursuant to this prospectus.
Only underwriters named in the prospectus supplement are
underwriters of the securities offered by the prospectus
supplement.
If underwriters are used in the sale, they will acquire the
securities for their own account and may resell the securities from
time to time in one or more transactions at a fixed public offering
price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be
subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions,
the underwriters will be obligated to purchase all of the
securities offered by the prospectus supplement. Any public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may change from time to time. We may
use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement, naming the underwriter, the
nature of any such relationship.
We may sell securities directly or through agents we designate from
time to time. We will name any agent involved in the offering and
sale of securities, and we will describe any commissions we will
pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by
certain types of institutional investors to purchase securities
from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. We will
describe the conditions to these contracts and the commissions we
must pay for solicitation of these contracts in the prospectus
supplement.
We may provide agents and underwriters with indemnification against
civil liabilities related to this offering, including liabilities
under the Securities Act, or contribution with respect to payments
that the agents or underwriters may make with respect to these
liabilities. Agents and underwriters may engage in transactions
with, or perform services for, us in the ordinary course of
business.
All securities we offer, other than common stock, will be new
issues of securities with no established trading market. Any
underwriters may make a market in these securities, but will not be
obligated to do so and may discontinue any market making at any
time without notice. We cannot guarantee the liquidity of the
trading markets for any securities.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids.
Overallotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do
not exceed a specified maximum. Short covering transactions involve
purchases of the securities in the open market after the
distribution is completed to cover short positions. Penalty bids
permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are
purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities
to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any time.
These transactions may be effected on any exchange or
over-the-counter market or otherwise.
In connection with the sale of our securities, underwriters may
receive compensation from us or from purchasers of our securities
in the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of our
securities may be deemed to be underwriters. Discounts or
commissions they receive and any profit on their resale of our
securities may be considered underwriting discounts and commissions
under the Securities Act.
We may agree to indemnify underwriters, dealers and agents who
participate in the distribution of our securities against various
liabilities, including liabilities under the Securities Act. We may
also agree to contribute to payments that the underwriters, dealers
or agents may be required to make in respect of these liabilities.
We may authorize dealers or other persons who act as our agents to
solicit offers by various institutions to purchase our securities
from us under contracts that provide for payment and delivery on a
future date. We may enter into these contracts with commercial and
savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others. If
we enter into these agreements concerning any series of our
securities, we will indicate that in the prospectus supplement or
amendment.
In connection with an offering of our securities, underwriters may
engage in transactions that stabilize, maintain or otherwise affect
the price of our securities. Specifically, underwriters may
over-allot in connection with the offering, creating a syndicate
short position in our securities for their own account. In
addition, underwriters may bid for, and purchase, our securities in
the open market to cover short positions or to stabilize the price
of our securities. Any underwriters who are qualified market makers
may engage in passive market making transactions in the securities
in accordance with Rule 103 of Regulation M, during the business
day prior to the pricing of the offering, before the commencement
of offers or sales of the securities. Passive market makers must
comply with applicable volume and price limitations and must be
identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are
lowered below the passive market maker’s bid, however, the passive
market maker’s bid must then be lowered when certain purchase
limits are exceeded. Passive market making may stabilize the market
price of the securities at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued
at any time. Finally, underwriters may reclaim selling
concessions allowed for distributing our securities in the offering
if the underwriters repurchase previously distributed securities in
transactions to cover short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or
maintain the market price of our securities above independent
market levels. Underwriters are not required to engage in any of
these activities and may end any of these activities at any time.
Agents and underwriters may engage in transactions with, or perform
services for, us and our affiliates in the ordinary course of
business.
DESCRIPTION OF SECURITIES WE MAY
OFFER
The descriptions of the securities contained in this prospectus,
together with the applicable prospectus supplements, summarize all
the material terms and provisions of the various types of
securities that we may offer. We will describe in the applicable
prospectus supplement the particular terms of the securities
offered by that prospectus supplement. If we so indicate in the
applicable prospectus supplement, the terms of the securities may
differ from the terms we have summarized below. We will also
include in the prospectus supplement information, where applicable,
about material United States federal income tax considerations
relating to the securities and the securities exchange, if any, on
which the securities will be listed.
Description of Capital Stock
We are authorized to issue 275,000,000 shares of common stock, par
value $0.001 per share, and 1,000,000 shares of preferred stock,
par value $0.001 per share. Provisions of our certificate of
incorporation, our bylaws and provisions of applicable Delaware law
may discourage, delay or prevent a merger or other change in
control that a stockholder may consider favorable. See below under
“—Anti-Takeover Effects of our Certificate of Incorporation, our
Bylaws and Delaware Law.”
Common Stock
Authorized Shares of Common Stock. We currently
have authorized 275,000,000 shares of common stock.
Voting. The holders of our common stock are
entitled to one vote per share on all matters to be voted upon by
the stockholders and are not entitled to cumulative voting for the
election of directors.
Dividends. Subject to preferences that may be
applicable to any then outstanding preferred stock, the holders of
common stock are entitled to receive dividends, if any, as may be
declared from time to time by our board of directors out of legally
available funds.
Liquidation. In the event of liquidation, dissolution or
winding up of our company, the holders of our common stock are
entitled to share ratably in all assets remaining after payment of
liabilities and the preferences of preferred stockholders.
Rights and Preferences. The holders of our common
stock have no preemptive, conversion or other subscription rights,
and there are no redemption or sinking fund provisions applicable
to our common stock. The rights, preferences and privileges of the
holders of our common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of
our preferred stock that is currently outstanding or that we may
designate and issue in the future (including the iBio CMO Preferred
Tracking Stock).
Fully Paid and Nonassessable. All of our issued
and outstanding shares of common stock are fully paid and
nonassessable.
Preferred Stock
Our board of directors is authorized to issue up to 1,000,000
shares of preferred stock in one or more series without stockholder
approval. Our board of directors may determine the rights,
preferences, privileges and restrictions, including voting rights,
dividend rights, conversion rights, redemption privileges and
liquidation preferences, of each series of preferred stock.
The following summary of terms of our preferred stock is not
complete. You should refer to the provisions of our certificate of
incorporation and bylaws and the resolutions containing the terms
of each class or series of preferred stock which have been or will
be filed with the SEC at or prior to the time of issuance of such
class or series of preferred stock and described in the applicable
prospectus supplement. The applicable prospectus supplement may
also state that any of the terms set forth herein are inapplicable
to such series of preferred stock, provided that the information
set forth in such prospectus supplement does not constitute
material changes to the information herein such that it alters the
nature of the offering or the securities offered. The purpose of
authorizing our Board to issue preferred stock in one or more
series and determine the number of shares and the rights and
preferences of such series is to eliminate delays associated with a
stockholder vote on specific issuances. Examples of rights and
preferences that the Board may fix are:
| |
· |
terms
of redemption, and |
| |
· |
liquidation
preferences. |
The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other
corporate purposes, could make it more difficult for a third party
to acquire, or could discourage a third party from acquiring, a
majority of our outstanding voting stock. The rights of holders of
our common stock described above, will be subject to, and may be
adversely affected by, the rights of any preferred stock that we
may designate and issue in the future.
We will incorporate by reference as an exhibit to the registration
statement, which includes this prospectus, the form of any
certificate of designation that describes the terms of the series
of preferred stock we are offering. This description and the
applicable prospectus supplement will include:
| |
· |
the
title and stated value; |
| |
· |
the
number of shares authorized; |
| |
· |
the
liquidation preference per share; |
| |
· |
the
dividend rate, period and payment date, and method of calculation
for dividends; |
| |
· |
whether
dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate; |
| |
· |
the
procedures for any auction and remarketing, if any; |
| |
· |
the
provisions for a sinking fund, if any; |
| |
· |
the provisions for redemption or repurchase, if applicable, and any
restrictions on our ability to exercise those redemption and
repurchase rights;
|
| |
· |
any
listing of the preferred stock on any securities exchange or
market; |
| |
· |
whether the preferred stock will be convertible into our common
stock, and, if applicable, the conversion price, or how it will be
calculated, and the conversion period;
|
| |
· |
whether the preferred stock will be exchangeable into debt
securities, and, if applicable, the exchange price, or how it will
be calculated, and the exchange period;
|
| |
· |
voting
rights, if any, of the preferred stock; |
| |
· |
preemptive
rights, if any; |
| |
· |
restrictions
on transfer, sale or other assignment, if any; |
| |
· |
whether
interests in the preferred stock will be represented by depositary
shares; |
| |
· |
a
discussion of any material United States federal income tax
considerations applicable to the preferred stock; |
| |
· |
the relative ranking and preferences of the preferred stock as to
dividend rights and rights if we liquidate, dissolve or wind up our
affairs;
|
| |
· |
any limitations on issuance of any class or series of preferred
stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or
wind up our affairs; and
|
| |
· |
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the preferred stock. |
When we issue shares of preferred stock under this prospectus, the
shares will fully be paid and nonassessable and will not have, or
be subject to, any preemptive or similar rights.
Options
As of November 20, 2020, (i) options to purchase an aggregate
of 3,485,815 shares of common stock were outstanding,
(ii) restricted stock units underlying 39,950 shares of common
stock were outstanding under our equity incentive plans, and
(iii) an additional 2,973,035 shares were reserved for future
issuance under our 2018 Omnibus Equity Incentive Plan.
Potential Anti-Takeover Effects of our Certificate of
Incorporation, our Bylaws and Delaware Law
Certain provisions set forth in our certificate of incorporation
and our bylaws and in Delaware law, which are summarized below, may
be deemed to have an anti-takeover effect and may delay, deter or
prevent a tender offer or takeover attempt that a stockholder might
consider to be in its best interests, including attempts that might
result in a premium being paid over the market price for the shares
held by stockholders.
Pursuant to our certificate of incorporation, our board of
directors may issue additional shares of common stock or preferred
stock. Any additional issuance of common stock could have the
effect of impeding or discouraging the acquisition of control of us
by means of a merger, tender offer, proxy contest or otherwise,
including a transaction in which our stockholders would receive a
premium over the then-current market price for their shares, and
thereby protect the continuity of our management. Specifically, if
in the due exercise of its fiduciary obligations, the board of
directors were to determine that a takeover proposal was not in our
best interest, shares could be issued by our board of directors
without stockholder approval in one or more transactions that might
prevent or render more difficult or costly the completion of the
takeover by:
|
· |
diluting the voting or
other rights of the proposed acquirer or insurgent stockholder
group; |
|
· |
putting a substantial
voting block in institutional or other hands that might undertake
to support the incumbent board of directors; or |
|
· |
effecting an
acquisition that might complicate or preclude the
takeover. |
Our certificate of incorporation also allows our board of directors
to fix the number of directors in our bylaws. Cumulative voting in
the election of directors is not permitted by our certificate of
incorporation. Not providing for cumulative voting may delay or
prevent a tender offer or takeover attempt that a stockholder may
determine to be in his, her or its best interest, including
attempts that might result in a premium over the market price for
the shares held by the stockholders.
In addition to the foregoing, our certificate of incorporation and
our bylaws contain the following provisions:
Staggered Board. Our board of directors is divided into
three classes of directors, Class I, II and III, with each
class serving a term ending at the third annual meeting following
its election.
Nominations of Directors and Proposals of Business. Our
bylaws generally regulate nominations for election of directors by
stockholders and proposals of business at annual meetings. In
general, Sections 1.10 and 1.11 of our bylaws requires stockholders
intending to submit nominations or proposals at an annual meeting
of stockholders to provide the Company with advance notice thereof,
including information regarding the stockholder proposing the
business as well as information regarding the nominee or the
proposed business. Sections 1.10 and 1.11 of our bylaws provides a
time period during which nominations or business must be provided
to the Company that creates a predictable window for the submission
of such notices, eliminating the risk that the Company finds a
meeting will be contested after printing its proxy materials for an
uncontested election and providing the Company with a reasonable
opportunity to respond to nominations and proposals by
stockholders.
Board Vacancies. Our bylaws generally provide that only the
board of directors (and not the stockholders) may fill vacancies
and newly created directorships.
Special Meeting of Stockholders. Our bylaws generally
provide that special meetings of stockholders for any purpose or
purposes for which meetings may be lawfully called, may be called
at any time by our board of directors, the Chairman of the Board,
the Chief Executive Officer or by one or more stockholders holding
shares in the aggregate entitled to cast not less than fifty
percent (50%) of the votes at that meeting. Business transacted at
any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of
meeting.
While the foregoing provisions of our certificate of incorporation,
our bylaws and Delaware law may have an anti-takeover effect, these
provisions are intended to enhance the likelihood of continuity and
stability in the composition of the board of directors and in the
policies formulated by the board of directors and to discourage
certain types of transactions that may involve an actual or
threatened change of control. In that regard, these provisions are
designed to reduce our vulnerability to an unsolicited acquisition
proposal. The provisions also are intended to discourage certain
tactics that may be used in proxy fights. However, such provisions
could have the effect of discouraging others from making tender
offers for our shares and, as a consequence, they also may inhibit
fluctuations in the market price of our common stock that could
result from actual or rumored takeover attempts. Such provisions
also may have the effect of preventing changes in our
management.
Delaware Takeover Statute—Section 203 of the Delaware
General Corporation Law
In general, Section 203 of the Delaware General Corporation Law
prohibits a Delaware corporation that is a public company from
engaging in any “business combination” (as defined below) with any
“interested stockholder” (defined generally as an entity or person
beneficially owning 15% or more of the outstanding voting stock of
the corporation and any entity or person affiliated with such
entity or person) for a period of three years following the date
that such stockholder became an interested stockholder, unless: (1)
prior to such date, the board of directors of the corporation
approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder; (2)
on consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those
shares owned (x) by persons who are directors and also officers and
(y) by employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer;
or (3) on or subsequent to such date, the business combination is
approved by the board of directors and authorized at an annual or
special meeting of stockholders, and not by written consent, by the
affirmative vote of at least two-thirds of the outstanding voting
stock that is not owned by the interested stockholder.
Section 203 of the Delaware General Corporation Law defines
“business combination” to include: (1) any merger or consolidation
involving the corporation and the interested stockholder; (2) any
sale, lease, exchange, mortgage, transfer, pledge or other
disposition of ten percent or more of the assets of the corporation
involving the interested stockholder; (3) subject to certain
exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder; (4) any transaction involving the
corporation or any direct or indirect majority-owned subsidiary of
the corporation that has the effect, directly or indirectly, of
increasing the proportionate share of the stock of any class or
series, or securities convertible into the stock of any class or
series, of the corporation or the applicable subsidiary
beneficially owned by the interested stockholder; or (5) the
receipt by the interested stockholder, directly or indirectly, of
the benefit of any loans, advances, guarantees, pledges or other
financial benefits provided by or through the corporation or any
direct or indirect majority-owned subsidiary.
We have elected, through a provision in our certificate of
incorporation, to not be subject to the provisions of Section 203
of the Delaware General Corporation Law.
NYSE American Listing
Our common stock is listed on the NYSE American under the symbol
“IBIO.”
Transfer agent and registrar
The transfer agent and registrar for our common stock is
Continental Stock Transfer & Trust Company. Continental Stock
Transfer & Trust Company IS located at 1 State Street,
30th floor, New York, New York 10004. Their telephone number
is (212) 509-4000.
Description of Debt Securities
We may issue debt securities from time to time, in one or more
series, as either senior or subordinated debt or as senior or
subordinated convertible debt. While the terms we have summarized
below will apply generally to any debt securities that we may offer
under this prospectus, we will describe the particular terms of any
debt securities that we may offer in more detail in the applicable
prospectus supplement. The terms of any debt securities offered
under a prospectus supplement may differ from the terms described
below. Unless the context requires otherwise, whenever we refer to
the indenture, we also are referring to any supplemental indentures
that specify the terms of a particular series of debt
securities.
We may issue debt securities under a note purchase agreement or
under indentures. Unless otherwise specified in a prospectus
supplement, we will issue the debt securities under the indenture
that we will enter into with the trustee named in the indenture.
The indenture will be qualified under the Trust Indenture Act of
1939, as amended, or the Trust Indenture Act. We have filed the
form of indenture as an exhibit to the registration statement of
which this prospectus is a part, and supplemental indentures and
forms of debt securities containing the terms of the debt
securities being offered will be filed as exhibits to the
registration statement of which this prospectus is a part or will
be incorporated by reference from reports that we file with the
SEC.
The following summary of material provisions of the debt securities
and the indenture is subject to, and qualified in its entirety by
reference to, all of the provisions of the indenture applicable to
a particular series of debt securities. We urge you to read the
applicable prospectus supplements and any related free writing
prospectuses related to the debt securities that we may offer under
this prospectus, as well as the complete indenture that contains
the terms of the debt securities.
General
The indenture will not limit the amount of debt securities that we
may issue. It provides that we may issue debt securities up to the
principal amount that we may authorize and may be in any currency
or currency unit that we may designate. Except for the limitations
on consolidation, merger and sale of all or substantially all of
our assets contained in the indenture, the terms of the indenture
do not contain any covenants or other provisions designed to give
holders of any debt securities protection against changes in our
operations, financial condition or transactions involving us.
We may issue the debt securities issued under the indenture as
“discount securities,” which means they may be sold at a discount
below their stated principal amount. These debt securities, as well
as other debt securities that are not issued at a discount, may be
issued with “original issue discount,” or OID, for U.S. federal
income tax purposes because of interest payment and other
characteristics or terms of the debt securities. Material U.S.
federal income tax considerations applicable to debt securities
issued with OID will be described in more detail in any applicable
prospectus supplement.
We will describe in the applicable prospectus supplement the terms
of the series of debt securities being offered, including:
|
· |
the title of the
series of debt securities; |
|
· |
any limit upon the
aggregate principal amount that may be issued; |
|
· |
the maturity date or
dates; |
|
· |
the form of the debt
securities of the series; |
|
· |
the applicability of
any guarantees; |
|
· |
whether or not the
debt securities will be secured or unsecured, and the terms of any
secured debt; |
|
· |
whether the debt
securities rank as senior debt, senior subordinated debt,
subordinated debt or any combination |
|
· |
thereof, and the terms
of any subordination; |
|
· |
if the price
(expressed as a percentage of the aggregate principal amount
thereof) at which such debt securities will be issued is a price
other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration
of the maturity thereof, or if applicable, the portion of the
principal amount of such debt securities that is convertible into
another security or the method by which any such portion shall be
determined; |
|
· |
the interest rate or
rates, which may be fixed or variable, or the method for
determining the rate and the date interest will begin to accrue,
the dates interest will be payable and the regular record dates for
interest payment dates or the method for determining such
dates; |
|
· |
our right, if any, to
defer payment of interest and the maximum length of any such
deferral period; |
|
· |
if applicable, the
date or dates after which, or the period or periods during which,
and the price or prices at which, we may, at our option, redeem the
series of debt securities pursuant to any optional or provisional
redemption provisions and the terms of those redemption
provisions; |
|
· |
the date or dates, if
any, on which, and the price or prices at which we are obligated,
pursuant to any mandatory sinking fund or analogous fund provisions
or otherwise, to redeem, or at the holder’s option to purchase, the
series of debt securities and the currency or currency unit in
which the debt securities are payable; |
|
· |
the denominations in
which we will issue the series of debt securities, if other than
denominations of $1,000 and any integral multiple
thereof; |
|
· |
any and all terms, if
applicable, relating to any auction or remarketing of the debt
securities of that series and any security for our obligations with
respect to such debt securities and any other terms which may be
advisable in connection with the marketing of debt securities of
that series; |
|
· |
whether the debt
securities of the series shall be issued in whole or in part in the
form of a global security or securities; the terms and conditions,
if any, upon which such global security or securities may be
exchanged in whole or in part for other individual securities; and
the depositary for such global security or securities; |
|
· |
if applicable, the
provisions relating to conversion or exchange of any debt
securities of the series and the terms and conditions upon which
such debt securities will be so convertible or exchangeable,
including the conversion or exchange price, as applicable, or how
it will be calculated and may be adjusted, any mandatory or
optional (at our option or the holders’ option) conversion or
exchange features, the applicable conversion or exchange period and
the manner of settlement for any conversion or
exchange; |
|
· |
if other than the full
principal amount thereof, the portion of the principal amount of
debt securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof; |
|
· |
additions to or
changes in the covenants applicable to the particular debt
securities being issued, including, among others, the
consolidation, merger or sale covenant; |
|
· |
additions to or
changes in the events of default with respect to the securities and
any change in the right of the trustee or the holders to declare
the principal, premium, if any, and interest, if any, with respect
to such securities to be due and payable; |
|
· |
additions to or
changes in or deletions of the provisions relating to covenant
defeasance and legal defeasance; |
|
· |
additions to or
changes in the provisions relating to satisfaction and discharge of
the indenture; |
|
· |
additions to or
changes in the provisions relating to the modification of the
indenture both with and without the consent of holders of debt
securities issued under the indenture; |
|
· |
the currency of
payment of debt securities if other than U.S. dollars and the
manner of determining the equivalent amount in U.S.
dollars; |
|
· |
whether interest will
be payable in cash or additional debt securities at our or the
holders’ option and the terms and conditions upon which the
election may be made; |
|
· |
the terms and
conditions, if any, upon which we will pay amounts in addition to
the stated interest, premium, if any and principal amounts of the
debt securities of the series to any holder that is not a “United
States person” for federal tax purposes; |
|
· |
any restrictions on
transfer, sale or assignment of the debt securities of the series;
and |
|
· |
any other specific
terms, preferences, rights or limitations of, or restrictions on,
the debt securities, any other additions or changes in the
provisions of the indenture, and any terms that may be required by
us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We will set forth in the prospectus supplement the terms on which a
series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include
provisions as to settlement upon conversion or exchange and whether
conversion or exchange is mandatory, at the option of the holder or
at our option. We may include provisions pursuant to which the
number of shares of our common stock or our other securities that
the holders of the series of debt securities receive would be
subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the indenture will not
contain any covenant that restricts our ability to merge or
consolidate, or sell, convey, transfer or otherwise dispose of our
assets as an entirety or substantially as an entirety. However, any
successor to or acquirer of such assets (other than a subsidiary of
ours) must assume all of our obligations under the indenture or the
debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the following are events
of default under the indenture with respect to any series of debt
securities that we may issue:
|
· |
if we fail to pay any
installment of interest on any series of debt securities, as and
when the same shall become due and payable, and such default
continues for a period of 90 days; provided, however, that a valid
extension of an interest payment period by us in accordance with
the terms of any indenture supplemental thereto shall not
constitute a default in the payment of interest for this
purpose; |
|
· |
if we fail to pay the
principal of, or premium, if any, on any series of debt securities
as and when the same shall become due and payable whether at
maturity, upon redemption, by declaration or otherwise, or in any
payment required by any sinking or analogous fund established with
respect to such series; provided, however, that a valid extension
of the maturity of such debt securities in accordance with the
terms of any indenture supplemental thereto shall not constitute a
default in the payment of principal or premium, if any; |
|
· |
if we fail to observe
or perform any other covenant or agreement contained in the debt
securities or the indenture, other than a covenant specifically
relating to another series of debt securities, and our failure
continues for 90 days after we receive written notice of such
failure, requiring the same to be remedied and stating that such is
a notice of default thereunder, from the trustee or holders of at
least 25% in aggregate principal amount of the outstanding debt
securities of the applicable series; and |
|
· |
if specified events of
bankruptcy, insolvency or reorganization occur. |
If an event of default with respect to debt securities of any
series occurs and is continuing, other than an event of default
specified in the last bullet point above, the trustee or the
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series, by notice to us in
writing, and to the trustee if notice is given by such holders, may
declare the unpaid principal of, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of
default specified in the last bullet point above occurs with
respect to us, the principal amount of and accrued interest, if
any, of each issue of debt securities then outstanding shall be due
and payable without any notice or other action on the part of the
trustee or any holder.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or
event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of
principal, premium, if any, or interest, unless we have cured the
default or event of default in accordance with the indenture. Any
waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event of default shall
occur and be continuing, the trustee will be under no obligation to
exercise any of its rights or powers under such indenture at the
request or direction of any of the holders of the applicable series
of debt securities, unless such holders have offered the trustee
reasonable indemnity. The holders of a majority in principal amount
of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising
any trust or power conferred on the trustee, with respect to the
debt securities of that series, provided that:
|
· |
the direction so given
by the holder is not in conflict with any law or the applicable
indenture; and |
|
· |
subject to its duties
under the Trust Indenture Act, the trustee need not take any action
that might involve it in personal liability or might be unduly
prejudicial to the holders not involved in the
proceeding. |
A holder of the debt securities of any series will have the right
to institute a proceeding under the indenture or to appoint a
receiver or trustee, or to seek other remedies only if:
|
· |
the holder has given
written notice to the trustee of a continuing event of default with
respect to that series; |
|
· |
the holders of at
least 25% in aggregate principal amount of the outstanding debt
securities of that series have made written request, |
|
· |
such holders have
offered to the trustee indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred by the trustee in
compliance with the request; and |
|
· |
the trustee does not
institute the proceeding, and does not receive from the
holders of a majority in aggregate principal amount of the
outstanding debt securities of that series other conflicting
directions within 90 days after the notice, request and
offer. |
These limitations do not apply to a suit instituted by a holder of
debt securities if we default in the payment of the principal,
premium, if any, or interest on, the debt securities.
We will periodically file statements with the trustee regarding our
compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without the consent of
any holders with respect to specific matters:
|
· |
to cure any ambiguity,
defect or inconsistency in the indenture or in the debt securities
of any series; |
|
· |
to comply with the
provisions described above under “Description of Debt
Securities—Consolidation, Merger or Sale;” |
|
· |
to provide for
uncertificated debt securities in addition to or in place of
certificated debt securities; |
|
· |
to add to our
covenants, restrictions, conditions or provisions such new
covenants, restrictions, conditions or provisions for the benefit
of the holders of all or any series of debt securities, to make the
occurrence, or the occurrence and the continuance, of a default in
any such additional covenants, restrictions, conditions or
provisions an event of default or to surrender any right or power
conferred upon us in the indenture; |
|
· |
to add to, delete from
or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication and
delivery of debt securities, as set forth in the
indenture; |
|
· |
to make any change
that does not adversely affect the interests of any holder of debt
securities of any series in any material respect; |
|
· |
to provide for the
issuance of and establish the form and terms and conditions of the
debt securities of any series as provided above under “Description
of Debt Securities—General” to establish the form of any
certifications required to be furnished pursuant to the terms of
the indenture or any series of debt securities, or to add to the
rights of the holders of any series of debt securities; |
|
· |
to evidence and
provide for the acceptance of appointment under any indenture by a
successor trustee; or |
|
· |
to comply with any
requirements of the SEC in connection with the qualification of any
indenture under the Trust Indenture Act. |
In addition, under the indenture, the rights of holders of a series
of debt securities may be changed by us and the trustee with the
written consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of each series
that is affected. However, unless we provide otherwise in the
prospectus supplement applicable to a particular series of debt
securities, we and the trustee may make the following changes only
with the consent of each holder of any outstanding debt securities
affected:
|
· |
extending the fixed
maturity of any debt securities of any series; •reducing the
principal amount, reducing the rate of or extending the time of
payment of interest, or reducing any premium payable upon the
redemption of any series of any debt securities; or |
|
· |
reducing the
percentage of debt securities, the holders of which are required to
consent to any amendment, supplement, modification or
waiver. |
Discharge
Each indenture provides that we can elect to be discharged from our
obligations with respect to one or more series of debt securities,
except for specified obligations, including obligations to:
|
· |
register the transfer
or exchange of debt securities of the series; |
|
· |
replace stolen, lost
or mutilated debt securities of the series; |
|
· |
pay principal of and
premium and interest on any debt securities of the
series; |
|
· |
maintain paying
agencies; |
|
· |
maintain paying
agencies; |
|
· |
hold monies for
payment in trust; |
|
· |
recover excess money
held by the trustee; |
|
· |
compensate and
indemnify the trustee; and |
|
· |
appoint any successor
trustee. |
In order to exercise our rights to be discharged, we must deposit
with the trustee money or government obligations sufficient to pay
all the principal of, any premium, if any, and interest on, the
debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we provide otherwise in
the applicable prospectus supplement, in denominations of $1,000
and any integral multiple thereof. The indenture provides that we
may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited
with, or on behalf of, The Depository Trust Company, or DTC, or
another depositary named by us and identified in a prospectus
supplement with respect to that series. To the extent the debt
securities of a series are issued in global form and as book-entry,
a description of terms relating such securities will be set forth
in the applicable prospectus supplement.
At the option of the holder, subject to the terms of the indenture
and the limitations applicable to global securities described in
the applicable prospectus supplement, the holder of the debt
securities of any series can exchange the debt securities for other
debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations
applicable to global securities set forth in the applicable
prospectus supplement, holders of the debt securities may present
the debt securities for exchange or for registration of transfer,
duly endorsed or with the form of transfer endorsed thereon duly
executed if so required by us or the security registrar, at the
office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise provided
in the debt securities that the holder presents for transfer or
exchange, we will impose no service charge for any registration of
transfer or exchange, but we may require payment of any taxes or
other governmental charges.
We will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security
registrar, that we initially designate for any debt securities. We
may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be
required to maintain a transfer agent in each place of payment for
the debt securities of each series.
If we elect to redeem the debt securities of any series, we will
not be required to:
|
· |
issue, register the
transfer of, or exchange any debt securities of that series during
a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of any debt securities
that may be selected for redemption and ending at the close of
business on the day of the mailing; or |
|
· |
register the transfer
of or exchange any debt securities so selected for redemption, in
whole or in part, except the unredeemed portion of any debt
securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence and continuance of an
event of default under an indenture, undertakes to perform only
those duties as are specifically set forth in the applicable
indenture. Upon an event of default under an indenture, the trustee
must use the same degree of care as a prudent person would exercise
or use in the conduct of his or her own affairs. Subject to this
provision, the trustee is under no obligation to exercise any of
the powers given it by the indenture at the request of any holder
of debt securities unless it is offered reasonable security and
indemnity against the costs, expenses and liabilities that it might
incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus
supplement, we will make payment of the interest on any debt
securities on any interest payment date to the person in whose name
the debt securities, or one or more predecessor securities, are
registered at the close of business on the regular record date for
the interest.
We will pay principal of and any premium and interest on the debt
securities of a particular series at the office of the paying
agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest
payments by check that we will mail to the holder or by wire
transfer to certain holders. Unless we otherwise indicate in the
applicable prospectus supplement, we will designate the corporate
trust office of the trustee as our sole paying agent for payments
with respect to debt securities of each series. We will name in the
applicable prospectus supplement any other paying agents that we
initially designate for the debt securities of a particular series.
We will maintain a paying agent in each place of payment for the
debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment
of the principal of or any premium or interest on any debt
securities that remains unclaimed at the end of two years after
such principal, premium or interest has become due and payable will
be repaid to us, and the holder of the debt security thereafter may
look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be governed by and
construed in accordance with the internal laws of the State of New
York, except to the extent that the Trust Indenture Act is
applicable.
Description of Warrants
The following description, together with the additional information
we may include in any applicable prospectus supplement and free
writing prospectus, summarizes the material terms and provisions of
the warrants that we may offer under this prospectus, which may
consist of warrants to purchase common stock, preferred stock or
debt securities and may be issued in one or more series. Warrants
may be offered independently or in combination with common stock,
preferred stock or debt securities offered by any prospectus
supplement. While the terms we have summarized below will apply
generally to any warrants that we may offer under this prospectus,
we will describe the particular terms of any series of warrants in
more detail in the applicable prospectus supplement. The following
description of warrants will apply to the warrants offered by this
prospectus unless we provide otherwise in the applicable prospectus
supplement. The applicable prospectus supplement for a particular
series of warrants may specify different or additional terms.
We will file forms of the warrant agreements and forms of warrant
certificates containing the terms of the warrants that may be
offered as exhibits to the registration statement of which this
prospectus is a part. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of
warrant and/or the warrant agreement and warrant certificate, as
applicable, that contain the terms of the particular series of
warrants we are offering, and any supplemental agreements, before
the issuance of such warrants. The following summaries of material
terms and provisions of the warrants are subject to, and qualified
in their entirety by reference to, all the provisions of the form
of warrant and/or the warrant agreement and warrant certificate, as
applicable, and any supplemental agreements applicable to a
particular series of warrants that we may offer under this
prospectus. We urge you to read the applicable prospectus
supplement related to the particular series of warrants that we may
offer under this prospectus, as well as any related free writing
prospectus, and the complete form of warrant and/or the warrant
agreement and warrant certificate, as applicable, and any
supplemental agreements, that contain the terms of the
warrants.
General
We will describe in the applicable prospectus supplement the terms
of the series of warrants being offered, including, to the extent
applicable:
|
· |
the offering price and aggregate
number of warrants offered; |
|
· |
the currency for which the warrants
may be purchased; |
|
· |
the designation and terms of the
securities with which the warrants are issued and the number of
warrants issued with each such security or each principal amount of
such security; |
|
· |
the date on and after which the
warrants and the related securities will be separately
transferable; |
|
· |
in the case of warrants to purchase
debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and
currency in which, this principal amount of debt securities may be
purchased upon such exercise; |
|
· |
in the case of warrants to purchase
common stock or preferred stock, the number of shares of common
stock or preferred stock, as the case may be, purchasable upon the
exercise of one warrant and the price at which these shares may be
purchased upon such exercise; |
|
· |
the effect of any merger,
consolidation, sale or other disposition of our business on the
warrant agreements and the warrants; |
|
· |
the terms of any rights to redeem
or call the warrants; |
|
· |
any provisions for changes to or
adjustments in the exercise price or number of securities issuable
upon exercise of the warrants; |
|
· |
the dates on which the right to
exercise the warrants will commence and expire; |
|
· |
the manner in which the warrant
agreements and warrants may be modified; |
|
· |
a discussion of material United
States federal income tax consequences of holding or exercising the
warrants; |
|
· |
the terms of the securities
issuable upon exercise of the warrants; and |
|
· |
any other specific terms,
preferences, rights or limitations of or restrictions on the
warrants. |
Before exercising their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon
such exercise, including:
|
· |
in the case of warrants to purchase
common stock or preferred stock, the right to receive dividends, if
any, or payments upon our liquidation, dissolution or winding up or
to exercise voting rights, if any; or |
|
· |
in the case of warrants to purchase
debt securities, the right to receive payments of principal of, or
premium, if any, or interest on, the debt securities purchasable
upon exercise or to enforce covenants in the applicable
indenture. |
Exercise of Warrants
Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the
exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable
prospectus supplement, holders of the warrants may exercise the
warrants at any time up to the specified time on the expiration
date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised
warrants will become void.
Unless we otherwise specify in the applicable prospectus
supplement, holders of the warrants may exercise the warrants by
delivering the warrant or warrant certificate representing the
warrants to be exercised together with specified information, and
paying the required amount to the warrant agent, if applicable, in
immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of any
warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to
deliver to any warrant agent in connection with the exercise of the
warrant.
Upon receipt of payment and the warrant or warrant certificate, as
applicable, properly completed and duly executed at the corporate
trust office of the warrant agent, if any, or any other office,
including ours, indicated in the prospectus supplement, we will, as
soon as practicable, issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants (or the
warrants represented by such warrant certificate) are exercised, a
new warrant or a new warrant certificate, as applicable, will be
issued for the remaining warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus
supplement, the warrants and warrant agreements, and any claim,
controversy or dispute arising under or related to the warrants or
warrant agreements, will be governed by and construed in accordance
with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent, if any, will act solely as our agent under the
applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A
single bank or trust company may act as warrant agent for more than
one issue of warrants. A warrant agent will have no duty or
responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any
demand upon us. Any holder of a warrant may, without the consent of
the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and
receive the securities purchasable upon exercise of, its
warrants.
Description of Units
We may issue units comprised of shares of common stock, shares of
preferred stock, debt securities and warrants in any combination.
We may issue units in such amounts and in as many distinct series
as we wish. This section outlines certain provisions of the units
that we may issue. If we issue units, they may be issued under one
or more unit agreements to be entered into between us and a bank or
other financial institution, as unit agent. The information
described in this section may not be complete in all respects and
is qualified entirely by reference to the unit agreement with
respect to the units of any particular series. The specific terms
of any series of units offered will be described in the applicable
prospectus supplement. If so described in a particular supplement,
the specific terms of any series of units may differ from the
general description of terms presented below. We urge you to read
any prospectus supplement related to any series of units we may
offer, as well as the complete unit agreement and unit certificate
that contain the terms of the units. If we issue units, forms of
unit agreements, if any, and unit certificates relating to such
units will be incorporated by reference as exhibits to the
registration statement, which includes this prospectus.
Each unit that we may issue will be issued so that the holder of
the unit is also the holder of each security included in the unit.
Thus, the holder of a unit will have the rights and obligations of
a holder of each included security. The unit agreement under which
a unit is issued may provide that the securities included in the
unit may not be held or transferred separately, at any time or at
any time before a specified date. The applicable prospectus
supplement may describe:
| |
· |
the designation and terms of the units and of the securities
comprising the units, including whether and under what
circumstances those securities may be held or transferred
separately;
|
| |
· |
any
provisions of the governing unit agreement; |
| |
· |
the
price or prices at which such units will be issued; |
| |
· |
the
applicable United States federal income tax considerations relating
to the units; |
| |
· |
any provisions for the issuance, payment, settlement, transfer or
exchange of the units or of the securities comprising the units;
and
|
| |
· |
any
other terms of the units and of the securities comprising the
units. |
The provisions described in this section, as well as those
described under “Description of Capital Stock,” “Description of
Debt Securities” and “Description of Warrants” will apply to the
securities included in each unit, to the extent relevant and as may
be updated in any prospectus supplements.
Issuance in Series
We may issue units in such amounts and in as many distinct series
as we wish. This section summarizes terms of the units that apply
generally to all series. Most of the financial and other specific
terms of your series will be described in the applicable prospectus
supplement.
Unit Agreements
We may issue the units under one or more unit agreements to be
entered into between us and a bank or other financial institution,
as unit agent. We may add, replace or terminate unit agents from
time to time. We will identify the unit agreement, if any, under
which each series of units will be issued and the unit agent under
that agreement in the applicable prospectus supplement.
The following provisions will generally apply to all unit
agreements unless otherwise stated in the applicable prospectus
supplement.
Modification without Consent
We and the applicable unit agent, if any, may amend any unit or
unit agreement, if any, without the consent of any holder:
| |
· |
to
cure any ambiguity; any provisions of the governing unit agreement
that differ from those described below; |
| |
· |
to
correct or supplement any defective or inconsistent provision;
or |
| |
· |
to make any other change that we believe is necessary or desirable
and will not adversely affect the interests of the
affected holders in any material respect.
|
We do not need any approval to make changes that affect only units
to be issued after the changes take effect. We may also make
changes that do not adversely affect a particular unit in any
material respect, even if they adversely affect other units in a
material respect. In those cases, we do not need to obtain the
approval of the holder of the unaffected unit; we need only obtain
any required approvals from the holders of the affected units.
Modification with Consent
We may not amend any particular unit or a unit agreement with
respect to any particular unit unless we obtain the consent of the
holder of that unit, if the amendment would:
| |
· |
impair any right of the holder to exercise or enforce any right
under a security included in the unit if the terms of that security
require the consent of the holder to any changes that would impair
the exercise or enforcement of that right; or
|
| |
· |
reduce the percentage of outstanding units or any series or class
the consent of whose holders is required to amend that series or
class, or the applicable unit agreement with respect to that series
or class, as described below.
|
Any other change to a particular unit agreement and the units
issued under that agreement would require the following
approval:
| |
· |
If the change affects only the units of a particular series issued
under that agreement, the change must be approved by the holders of
a majority of the outstanding units of that series; or
|
| |
· |
If the change affects the units of more than one series issued
under that agreement, it must be approved by the holders of a
majority of all outstanding units of all series affected by the
change, with the units of all the affected series voting together
as one class for this purpose.
|
These provisions regarding changes with majority approval also
apply to changes affecting any securities issued under a unit
agreement, as the governing document.
In each case, the required approval must be given by written
consent.
Unit Agreements Will Not Be Qualified under Trust Indenture
Act
No unit agreement will be qualified as an indenture, and no unit
agent will be required to qualify as a trustee, under the Trust
Indenture Act. Therefore, holders of units issued under unit
agreements will not have the protections of the Trust Indenture Act
with respect to their units.
Mergers and Similar Transactions Permitted; No Restrictive
Covenants or Events of Default
The unit agreements will not restrict our ability to merge or
consolidate with, or sell our assets to, another corporation or
other entity or to engage in any other transactions. If at any time
we merge or consolidate with, or sell our assets substantially as
an entirety to, another corporation or other entity, the successor
entity will succeed to and assume our obligations under the unit
agreements. We will then be relieved of any further obligation
under these agreements.
The unit agreements will not include any restrictions on our
ability to put liens on our assets, including our interests in our
subsidiaries, nor will they restrict our ability to sell our
assets. The unit agreements also will not provide for any events of
default or remedies upon the occurrence of any events of
default.
Governing Law
Unless we provide otherwise in the applicable prospectus
supplement, the unit agreements and the units will be governed by
New York law.
Form, Exchange and Transfer
We will issue each unit in global—i.e., book-entry—form only. Units
in book-entry form will be represented by a global security
registered in the name of a depositary, which will be the holder of
all the units represented by the global security. Those who own
beneficial interests in a unit will do so through participants in
the depositary’s system, and the rights of these indirect owners
will be governed solely by the applicable procedures of the
depositary and its participants. We will describe book-entry
securities, and other terms regarding the issuance and registration
of the units in the applicable prospectus supplement.
Each unit and all securities comprising the unit will be issued in
the same form.
If we issue any units in registered, non-global form, the following
will apply to them.
The units will be issued in the denominations stated in the
applicable prospectus supplement. Holders may exchange their units
for units of smaller denominations or combined into fewer units of
larger denominations, as long as the total amount is not
changed.
Holders may exchange or transfer their units at the office of the
unit agent. Holders may also replace lost, stolen, destroyed or
mutilated units at that office. We may appoint another entity to
perform these functions or perform them ourselves.
Holders will not be required to pay a service charge to transfer or
exchange their units, but they may be required to pay for any tax
or other governmental charge associated with the transfer or
exchange. The transfer or exchange, and any replacement, will be
made only if our transfer agent is satisfied with the holder’s
proof of legal ownership. The transfer agent may also require an
indemnity before replacing any units.
If we have the right to redeem, accelerate or settle any units
before their maturity, and we exercise our right as to less than
all those units or other securities, we may block the exchange or
transfer of those units during the period beginning 15 days before
the day we mail the notice of exercise and ending on the day of
that mailing, in order to freeze the list of holders to prepare the
mailing. We may also refuse to register transfers of or exchange
any unit selected for early settlement, except that we will
continue to permit transfers and exchanges of the unsettled portion
of any unit being partially settled. We may also block the transfer
or exchange of any unit in this manner if the unit includes
securities that are or may be selected for early settlement.
Only the depositary will be entitled to transfer or exchange a unit
in global form, since it will be the sole holder of the unit.
Payments and Notices
In making payments and giving notices with respect to our units, we
will follow the procedures as described in the applicable
prospectus supplement.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our certificate of incorporation requires us to indemnify our
officers and directors to the fullest 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, our bylaws contain a provision
indemnifying directors, officers, employees and agents of ours
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 us, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.
The separation and distribution agreement that we have entered into
with Integrated BioPharma provides for indemnification by us of
Integrated BioPharma and its directors, officers and employees for
some liabilities, including liabilities under the Securities Act
and the Securities Exchange Act of 1934, as amended, or the
Exchange Act, in connection with the distribution, and a mutual
indemnification of each other for product liability claims arising
from their respective businesses, and also requires that we
indemnify Integrated BioPharma for various liabilities of iBio, and
for any tax that may be imposed with respect to the distribution
and which result from our actions or omissions in that regard.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise,
we have been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
LEGAL MATTERS
The legality of the securities offered hereby has been passed on
for us by Gracin & Marlow, LLP, New York, New York. Additional
legal matters may be passed upon for us or any underwriters,
dealers or agents, by counsel that we will name in the applicable
prospectus supplement.
EXPERTS
The consolidated financial statements of iBio, Inc. and
subsidiaries as of June 30, 2020 and 2019, and for the years then
ended, have been incorporated by reference in this prospectus and
the registration statement of which this prospectus is a part, in
reliance upon the report of CohnReznick LLP, an independent
registered public accounting firm, incorporated by reference
herein, and upon the authority of that firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
This prospectus is part of a registration statement we filed with
the SEC. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits to the
registration statement. For further information with respect to us
and the securities we are offering under this prospectus, we refer
you to the registration statement and the exhibits and schedules
filed as a part of the registration statement. Neither we nor any
agent, underwriter or dealer has authorized any person to provide
you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of
this prospectus, regardless of the time of delivery of this
prospectus or any sale of the securities offered by this
prospectus.
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public at the SEC’s website at www.sec.gov.
Additional information about us is contained at our
website, www.ibioinc.com. Information on our website is
not incorporated by reference into this prospectus. We make
available on our website our SEC filings as soon as reasonably
practicable after those reports are filed with the SEC. The
following Corporate Governance documents are also posted on our
website: Code of Business Conduct and Ethics, Insider Trading
Policy and the Charters for the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee of the
board of directors.
INcorporation of Certain Information
by Reference
The SEC allows us to “incorporate by reference” the information
that we have filed with it, meaning we can disclose important
information to you by referring you to those documents already on
file with the SEC. The information incorporated by reference is
considered to be part of this prospectus and the accompanying base
prospectus except for any information that is superseded by other
information that is included in this prospectus or the accompanying
base prospectus.
This filing incorporates by reference the following documents,
which we have previously filed with the SEC pursuant to the
Exchange Act (other than Current Reports on Form 8-K, or portions
thereof, furnished under Items 2.02 or 7.01 of Form 8-K):
| |
· |
Annual Report on Form 10-K for the
fiscal year ended June 30, 2020, which was filed with the SEC on
October 13, 2020 and Annual Report on Form 10-K/A for the
year ended June 30, 2020, which was filed with the SEC on October
27, 2020 (Commission File No. 333-233504); |
| |
|
|
| |
· |
Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2020, which was filed with the
SEC on November 16, 2020 (Commission File No.
333-233504); |
| |
|
|
| |
· |
Current
Reports on Form 8-K filed with the SEC on July 9, 2020, July 29, 2020 and August 13, 2020, October 2, 2020, October 5, 2020, October 9, 2020, October 13, 2020, October 16, 2020, October 22, 2020, November 3, 2020 and
November 24, 2020 (Commission File No. 333-233504); |
| |
|
|
| |
· |
Definitive
Proxy Statement on Schedule 14A filed with the SEC on November 3, 2020, as amended on
November 6, 2020 (Commission File
No. 001-35023); and |
| |
|
|
| |
· |
The
description of our common stock, par value $0.001 per share,
included (i) under the caption “Description of
Securities” in the Prospectus forming a part of Amendment No. 2 to
the Company’s Registration Statement on Form S-1, filed with the
SEC on October 24, 2019 (File No. 333-233504) and (ii) in
Exhibit 4.9 to the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2020, filed
with the SEC on October 13, 2020. |
We also incorporate by reference into this prospectus all documents
(other than current reports furnished under Item 2.02 or Item 7.01
of Form 8-K and exhibits filed on such form that are related to
such items) that are filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act (i) on or after the date of the
initial filing of the registration statement of which this
prospectus forms a part and prior to effectiveness of the
registration statement, or (ii) on or after the date of this prospectus but prior to
the termination of this offering. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K.
We will provide, without charge, to each person, including any
beneficial owner, to whom this prospectus and the accompanying base
prospectus are delivered, on the written or oral request of such
person, a copy of any or all of the reports or documents
incorporated by reference in this prospectus and the accompanying
base prospectus, but not delivered with this prospectus and the
accompanying base prospectus. Any request may be made by writing or
telephoning us at the following address or telephone number:
iBio, Inc.
Attention: Investor Relations
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
ir@ibioinc.com
You may also access the documents incorporated by reference into
this prospectus and the accompanying base prospectus at our website
address at https://ir.ibioinc.com/sec-filings. The
other information and content contained on or linked from our
website are not part of this prospectus or the accompanying base
prospectus.
The information contained in this prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
Subject to Completion, Dated November 25, 2020
PROSPECTUS
Up to $100,000,000
Common Stock
We have entered into a Sales Agreement,
or sales agreement, with Cantor Fitzgerald &
Co., or Cantor Fitzgerald, relating to shares of our common stock,
par value $0.001 per share, offered by this prospectus and the
accompanying base prospectus. In accordance with the terms of the
sales agreement, we may offer and sell shares of our common stock
having an aggregate offering price of up to $100,000,000 from time
to time through Cantor Fitzgerald & Co., acting as sales
agent.
Our common stock is listed on the NYSE American LLC, or the NYSE
American, under the symbol “IBIO.” On November 24, 2020, the last
reported sales price of our common stock on the NYSE American was
$1.47 per share.
Sales of our common stock, if any, under this prospectus will be
made in sales deemed to be an “at the market offering” as defined
in Rule 415(a)(4) promulgated under the Securities Act of 1933, as
amended, or the Securities Act. The sales agent will act as sales
agent on a best efforts basis and will use commercially reasonable
efforts to sell on our behalf all of the common stock requested to
be sold by us, consistent with its normal trading and sales
practices, on mutually agreed terms between the sales agent and us,
as applicable. There is no arrangement for funds to be received in
an escrow, trust or similar arrangement.
Cantor Fitzgerald will be entitled to compensation at a fixed
commission rate of up to 3.0% of the aggregate gross sales price
per share sold. See “Plan of Distribution” on page S-10 for a
description of compensation payable to the sales agent in
connection with the sale of common stock on our behalf. The sales
agent will be deemed to be an “underwriter” within the meaning of
the Securities Act and the compensation of the sales agent will be
deemed to be underwriting commissions or discounts. We have also
agreed to provide indemnification and contribution to the sales
agent with respect to certain liabilities, including liabilities
under the Securities Act.
Investing in our securities involves a high degree of risk. See
the section of this prospectus entitled “Risk Factors” beginning on
page S-4 of this prospectus and any applicable prospectus
supplement and under similar sections in the other documents that
are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
,
2020
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus relates to part of a registration statement on Form
S-3 that we have filed with the Securities and Exchange Commission,
or SEC, utilizing a “shelf” registration process. Under this shelf
registration process, we may sell any combination of the securities
described in our base prospectus included in the shelf registration
statement in one or more offerings up to a total aggregate offering
price of $200,000,000. The $100,000,000 of shares of common stock
that may be offered, issued and sold under this prospectus is
included in the $200,000,000 of securities that may be offered,
issued and sold by us pursuant to our shelf registration statement.
In connection with such offers and when accompanied by the base
prospectus included in the registration statement of which this
prospectus forms a part, this prospectus will be deemed a
prospectus supplement to such base prospectus.
This prospectus relates to the offering of our shares of common
stock. Before buying any of our shares of common stock that we are
offering, we urge you to carefully read this prospectus, together
with the information incorporated by reference as described under
the headings “Where You Can Find More Information” and
“Incorporation of Certain Information by Reference” in this
prospectus. These documents contain important information that you
should consider when making your investment decision.
This prospectus describes the terms of this offering of our shares
of common stock and also adds to and updates information contained
in the documents incorporated by reference into this prospectus. To
the extent there is a conflict between the information contained in
this prospectus, on the one hand, and the information contained in
any document incorporated by reference into this prospectus that
was filed with the SEC before the date of this prospectus, on the
other hand, you should rely on the information in this prospectus.
If any statement in one of these documents is inconsistent with a
statement in another document having a later date (for example, a
document incorporated by reference into this prospectus) the
statement in the document having the later date modifies or
supersedes the earlier statement.
You should rely only on the information contained in or
incorporated by reference in this prospectus and in any free
writing prospectus that we have authorized for use in connection
with this offering. We have not, and the sales agent has not,
authorized anyone to provide you with different information. If
anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the sales agent is not,
making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the
information appearing in this prospectus, the documents
incorporated by reference in this prospectus, and in any free
writing prospectus that we have authorized for use in connection
with this offering, is accurate only as of the date of those
respective documents. Our business, financial condition, results of
operations and prospects may have changed since those dates. You
should carefully read this prospectus, the documents incorporated
by reference in this prospectus, and any free writing prospectus
that we have authorized for use in connection with this offering,
in their entirety before making an investment decision.
We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus were
made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
This prospectus contains and incorporates by reference market data
and industry statistics and forecasts that are based on independent
industry publications and other publicly available information.
Although we believe that these sources are reliable, we do not
guarantee the accuracy or completeness of this information and we
have not independently verified this information. Although we are
not aware of any misstatements regarding the market and industry
data presented in this prospectus and the documents incorporated
herein by reference, these estimates involve risks and
uncertainties and are subject to change based on various factors,
including those discussed under the heading “Risk Factors” in this
prospectus and under similar headings in the other documents that
are incorporated by reference into this prospectus. Accordingly,
investors should not place undue reliance on this information.
Except as otherwise indicated herein or as the context otherwise
requires, references in this prospectus to “iBio,” “the company,”
“we,” “us,” “our” and similar references refer to iBio, Inc., an
entity incorporated under the laws of the State of Delaware, and
where appropriate our consolidated subsidiaries.
This prospectus and the information incorporated herein by
reference include trademarks, service marks and trade names owned
by us or other companies. All trademarks, service marks and trade
names included or incorporated by reference into this prospectus,
any applicable prospectus supplement or any related free writing
prospectus are the property of their respective
owners.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements” that involve
risks and uncertainties. Our actual results could differ materially
from those discussed in the forward-looking statements. The
statements contained in this prospectus that are not purely
historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the
“Securities Act,” and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. Forward-looking
statements are often identified by the use of words such as, but
not limited to, “anticipate,” “believe,” “can,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,”
“seek,” “should,” “strategy,” “target,” “will,” “would” and similar
expressions or variations intended to identify forward-looking
statements. These statements are based on the beliefs and
assumptions of our management based on information currently
available to management. Such forward-looking statements are
subject to risks, uncertainties and other important factors that
could cause actual results and the timing of certain events to
differ materially from future results expressed or implied by such
forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to, those
identified below and those discussed in this section of the
prospectus titled “Risk Factors.” Furthermore, such
forward-looking statements speak only as of the date of this
prospectus. Except as required by law, we undertake no obligation
to update any forward-looking statements to reflect events or
circumstances after the date of such statements.
Please consider our forward-looking statements in light of those
risks as you read this prospectus and the documents incorporated by
reference into this prospectus. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. Given these uncertainties, you should not place undue
reliance on these forward-looking statements.
You should not assume that the information contained in this
prospectus is accurate as of any date other than as of the date of
this prospectus and that any information incorporated by reference
into this prospectus is accurate as of any date other than the date
of the document so incorporated by reference. Except as required by
law, we assume no obligation to update these forward-looking
statements publicly, or to update the reasons actual results could
differ materially from those anticipated in these forward-looking
statements, even if new information becomes available in the
future. Thus, you should not assume that our silence over time
means that actual events are bearing out as expressed or implied in
such forward-looking statements.
If one or more of these or other risks or uncertainties
materializes, or if our underlying assumptions prove to be
incorrect, actual results may vary materially from what we
anticipate. All subsequent written and oral forward-looking
statements attributable to us or individuals acting on our behalf
are expressly qualified in their entirety by this Note. Before
purchasing any shares of common stock, you should consider
carefully all of the factors set forth or referred to in this
prospectus and the documents incorporated by reference that could
cause actual results to differ.
PROSPECTUS SUMMARY
This summary highlights certain information about us, this
offering and selected information contained in this prospectus.
This summary is not complete and does not contain all of the
information that you should consider before deciding whether to
invest in our common stock and/or warrants. For a more complete
understanding of our company and this offering, we encourage you to
read and consider the more detailed information in this prospectus,
including “Risk Factors” section beginning on page S-4 and the
financial statements and related notes and other documents or
information included or incorporated by reference in this
prospectus before making an investment decision. Unless we specify
otherwise, all references in this prospectus to “iBio,” “we,”
“our,” “us” and “our company” refer to iBio Inc., a Delaware
corporation.
Business Overview
We are a biotechnology company and biologics contract
development and manufacturing organization (“CDMO”). We apply our
licensed and owned technologies to develop novel products to fight
fibrotic diseases, cancers, and infectious diseases. We use
our FastPharming® Development and
Manufacturing System (the “FastPharming System”) to increase
“speed-to-clinic” for new candidates. We are also using
the FastPharming System to create proteins and
bioinks for research and further manufacturing uses in a variety of
R&D applications, including 3D-bioprinting. In addition, we
make the FastPharming System available to clients
on a fee-for-service basis for the rapid, scalable, eco-friendly
production of high-quality proteins.
During the quarter ended September 30, 2020, we operated in two
segments: (i) our CDMO segment, operated via our subsidiary iBio
CDMOLLC, a Delaware limited liability company (“iBio CDMO”), and
(ii) our biologics development and licensing activities, conducted
within iBio, Inc. In the past, our primary focus was the CDMO
business, pursuant to which iBio CDMO provided manufacturing
services to collaborators and third-party customers as well as used
for development of our own product candidates. However, during the
second half of 2020 and subsequent to year end, we shifted our
primary focus to our biologics development programs, including new
vaccines and therapeutics.
Our current platforms and programs include: (i) CDMO services using
our licensed and owned FastPharming
System and GlycaneeringTM Services;
(ii) the development of therapeutics, for which we intend to
conduct preclinical and clinical trials; (iii) the development of
vaccines, for which we intend to conduct preclinical and clinical
trials, and (iv) the production of proteins for research and
further manufacturing use in 3D-bioprinting and other applications.
We are developing a portfolio of technologies, products, and
services driven by the following platforms and programs, which we
intend to use individually, and in combination:
|
o |
Process development and
manufacturing of protein products in hydroponically-grown,
transiently-transfected plants, (typically Nicotiana
benthamiana, a relative of the tobacco plant) via
utilization of our proprietary expression
technologies, GlycaneeringTM Services,
and production know-how (the FastPharming System)
deployed in our 130,000 square-foot manufacturing facility in
Bryan, Texas. |
|
o |
“Factory Solutions” for the clients
who seek to insource biologics manufacturing using
the FastPharming System and instead of outsourcing
production to iBio CDMO. |
·
Therapeutics
|
o |
Treatments for fibrotic diseases,
including a fusion of the endostatin-derived E4 antifibrotic
peptide to the hinge and heavy chain of human IgG1 (“IBIO-100”,
formerly described as “CFB-03”) for systemic scleroderma (for which
we have received orphan drug designation), idiopathic pulmonary
fibrosis, and related conditions. |
|
o |
An ACE2-Fc fusion protein as a
treatment for COVID-19 and, prospectively, other diseases emanating
from the Coronaviridae family, in-licensed from Planet
Biotechnology, Inc. |
|
o |
A novel virus-like particle antigen
being designed for use in a vaccine candidate targeting the
SARS-CoV-2 virus (“IBIO-200”). |
|
o |
The lichenase
(“LicKMTM”)-subunit vaccine for COVID-19
(“IBIO-201”). |
|
o |
An E2 antigen, in combination with
a selected adjuvant, for vaccination of pigs against classical
swine fever (“IBIO-400”). |
|
· |
Research &
Bioprocess Products |
|
o |
Protein scaffolds for use as
bioinks in the development of 3D-bioprinted tissues and
organs. |
|
o |
Cytokines and growth factors for
cell culture applications. |
|
o |
Biomaterials for a range of life
science research, development, and bioprocessing applications. |
Corporate Information
We are a Delaware corporation. Our principal
executive/administrative offices are located at 8800 HSC Parkway,
Bryan, Texas 77807-1107, and our telephone number is (979)
446-0027. Our website address
is http://www.ibioinc.com. We make available free of charge on our
website our annual, quarterly and current reports, including
amendments to such reports, as soon as reasonably practicable after
we electronically file such material with, or furnish such material
to, the SEC. Information on or accessed through our
website is not incorporated into this prospectus or the
accompanying base prospectus and is not a part of this prospectus
or the accompanying base prospectus. Our common stock is listed on
the NYSE American under the symbol “IBIO.”
THE OFFERING
| |
|
|
Common stock to be offered by us pursuant
to this prospectus
|
Shares
of our common stock having an aggregate offering price of up to
$100,000,000. |
| |
|
|
Common stock to be outstanding after
the offering
|
Up to 239,841,561
shares (as more fully described in the notes following this table),
assuming sales of 59,523,810 shares of our common stock, which is
based on assumed sales of all $100,000,000 of shares of our common
stock in this offering at an assumed offering price of $1.68 per
share, which was the last reported sale price of our common stock
on the NYSE American on November 18, 2020. The actual number of
shares issued will vary depending on the sales price under this
offering.
|
| |
|
| Plan
of Distribution |
“At
the market offering” that may be made from time to time through our
sales agent, Cantor Fitzgerald. See “Plan of Distribution” on
page S-10 of this prospectus. |
| |
|
| Use
of Proceeds |
We
currently intend to use the net proceeds from this offering, if
any, for operating costs, including working capital needs and for
other general corporate purposes including acquisitions and
investments in other businesses. Pending these uses, we expect to
invest the net proceeds in short-term, investment-grade,
interest-bearing instruments and U.S. government securities. See
“Use of Proceeds” on page S-7 of this
prospectus. |
| |
|
| Risk
Factors |
You
should read the “Risk Factors” section on page S-4 of
this prospectus and in the documents incorporated by reference in
this prospectus for a discussion of factors to consider before
deciding to purchase shares of our common stock. |
| |
|
|
NYSE American
trading symbol
|
IBIO |
The number of shares of our common stock that will be outstanding
immediately after this offering as shown above is based on
180,317,751 shares outstanding as of September 30, 2020. The number
of shares outstanding as of September 30, 2020 as used throughout
this prospectus, unless otherwise indicated, excludes:
|
· |
3,485,815 shares of our common
stock issuable upon the exercise of outstanding stock options with
a weighted average exercise price of $1.20 per share; |
| |
|
|
|
· |
39,950 shares of our common stock
issuable upon the vesting of certain outstanding restricted stock
units; and |
| |
|
|
|
· |
2,973,035 shares of our common
stock reserved for future issuance under our equity incentive
plans. |
RISK FACTORS
Investing in our common stock involves a high degree of risk,
and you should be able to bear the complete loss of your
investment. You should consider carefully the risks described below
and those described under the section captioned “Risk Factors”
contained in our most recent Annual Report on Form 10-K for the
fiscal year ended June 30, 2020, any subsequent Annual Reports
on Form 10-K, any subsequent Quarterly Reports on Form 10-Q,
and all other information contained or incorporated by reference
into this prospectus before deciding whether to purchase any of the
shares of common stock being offered under this prospectus. If any
of the risks actually occur, our business, consolidated financial
condition or results of operations could be adversely affected. In
such case, the trading price of our common stock could decline and
you could lose all or part of your investment. Our actual results
could differ materially from those anticipated in the
forward-looking statements made throughout this prospectus or the
documents incorporated by reference into this prospectus as a
result of different factors, including the risks we face described
below.
Risks Related to this Offering
Our management will have broad discretion over the use of
proceeds from this offering and may not use the proceeds
effectively.
Our management will have broad discretion over the use of proceeds
from this offering. We intend to use the net proceeds from this
offering, if any, for operating costs, including working capital
needs and for other general corporate purposes including
acquisitions and investments in other businesses. Our management
will have considerable discretion in the application of the net
proceeds, and you will not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately. The net proceeds, if any, may be used for corporate
purposes that do not improve our operating results or enhance the
value of our common stock. The failure of our management to use
these funds effectively could have a material adverse effect on our
business, cause the market price of our common stock to decline and
impair the commercialization of our products and/or delay the
development of our product candidates. Pending their use, we may
invest the net proceeds from this offering in short-term,
investment-grade, interest-bearing instruments and U.S. government
securities. These investments may not yield a favorable return to
our stockholders.
If you purchase shares of our common stock sold in this
offering, you may experience immediate and substantial dilution in
the net tangible book value of your shares. In addition, we may
issue additional equity or convertible debt securities in the
future, which may result in additional dilution to
investors.
The price per share of our common stock being offered may be higher
than the net tangible book value per share of our outstanding
common stock prior to this offering, which may result in new
investors in this offering will incur immediate dilution. To the
extent outstanding stock options or warrants are exercised, there
will be further dilution to new investors. See the section entitled
“Dilution” below for a more detailed discussion of the dilution you
will incur if you purchase shares of our common stock in this
offering.
Our need for future financing may result in the issuance of
additional securities which will cause investors to experience
dilution.
Our cash requirements may vary from those now planned depending
upon numerous factors, including the results of future research and
development activities. We expect our expenses to increase if and
when we initiate and conduct additional clinical trials, and seek
marketing approval for our product candidates. In addition, if we
obtain marketing approval for any of our product candidates, we
expect to incur significant commercialization expenses related to
product sales, marketing, manufacturing and distribution.
Accordingly, we will need to obtain substantial additional funding
in connection with our continuing operations. There are no other
commitments by any person for future financing. Our securities may
be offered to other investors at a price lower than the price per
share offered to current stockholders, or upon terms which may be
deemed more favorable than those offered to current stockholders.
In addition, the issuance of securities in any future financing may
dilute an investor’s equity ownership and have the effect of
depressing the market price for our securities, including shares of
our common stock. Moreover, we may issue derivative securities,
including options and/or warrants, from time to time, to procure
qualified personnel or for other business reasons. The issuance of
any such derivative securities, which is at the discretion of our
board of directors, may further dilute the equity ownership of our
stockholders.
We may sell shares or other securities in any other offering at a
price per share that is less than the price per share paid by
investors in this offering, and investors purchasing shares of our
common stock or other securities in the future could have rights
superior to existing stockholders. The price per share at which we
sell additional shares of our common stock, or securities
convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid
by investors in this offering. No assurance can be given as to our
ability to procure additional financing, if required, and on terms
deemed favorable to us. To the extent additional capital is
required and cannot be raised successfully, we may then have to
limit our then current operations and/or may have to curtail
certain, if not all, of our business objectives and plans.
Our stock price has fluctuated in the past, has recently been
volatile and may be volatile in the future, and as a result,
investors in our common stock could incur substantial
losses.
Our stock price has fluctuated in the past, has recently been
volatile and may be volatile in the future. In addition, the recent
outbreak of COVID-19 has caused broad stock market and industry
fluctuations, including a significant decline in our stock price.
The stock market in general and the market for biotechnology
companies in particular has experienced extreme volatility that has
often been unrelated to the operating performance of particular
companies. As a result of this volatility, investors may experience
losses on their investment in our common stock. The market price
for our common stock may be influenced by many factors, including,
but not limited to, the following:
|
• |
investor reaction to our business
strategy; |
| |
|
|
|
• |
the success of competitive products
or technologies; |
| |
|
|
|
• |
results of clinical studies or
future product candidates or those of our competitors; |
| |
|
|
|
• |
regulatory or legal developments in
the United States and other countries, especially changes in laws
or regulations applicable to our products; |
| |
|
|
|
• |
introductions and announcements of
new products by us, results of clinical trials, our
commercialization partners, or our competitors, and the timing of
these introductions or announcements; |
| |
|
|
|
• |
actions taken by regulatory
agencies with respect to our products, clinical studies,
manufacturing process or sales and marketing terms; |
| |
|
|
|
• |
variations in our financial results
or those of companies that are perceived to be similar to us; |
| |
|
|
|
• |
the success of our efforts to
acquire or in-license additional products or product
candidates; |
| |
|
|
|
• |
developments concerning our
collaborations; |
| |
|
|
|
• |
announcements by us or our
competitors of significant acquisitions, strategic partnerships,
joint ventures or capital commitments; |
| |
|
|
|
• |
developments or disputes concerning
patents or other proprietary rights, including patents, litigation
matters and our ability to obtain patent protection for our
products; |
| |
|
|
|
• |
our ability or inability to raise
additional capital and the terms on which we raise it; |
| |
|
|
|
• |
the recruitment or departure of key
personnel; |
| |
|
|
|
• |
market conditions in the
pharmaceutical and biotechnology sectors; |
| |
|
|
|
• |
declines in the market prices of
stocks generally; |
| |
|
|
|
• |
actual or anticipated changes in
earnings estimates or changes in stock market analyst
recommendations regarding our common stock, other comparable
companies or our industry generally; |
| |
|
|
|
• |
trading volume of our common
stock; |
| |
|
|
|
• |
sales of our common stock by us or
our stockholders; |
| |
|
|
|
• |
general economic, industry and
market conditions; |
| |
|
|
|
• |
other events or factors, including
those resulting from such events, or the prospect of such events,
including war, terrorism and other international conflicts, public
health issues including health epidemics or pandemics, such as the
recent outbreak of COVID-19, and natural disasters such as fire,
hurricanes, earthquakes, tornados or other adverse weather and
climate conditions, whether occurring in the United States or
elsewhere, could disrupt our operations, disrupt the operations of
our suppliers or result in political or economic instability;
and |
| |
|
|
|
• |
the other risks described in this
“Risk Factors” section and the “Risk Factors” sections included in
the documents incorporated by reference in this prospectus. |
These broad market and industry factors may seriously harm the
market price of our common stock, regardless of our operating
performance. Since the stock price of our common stock has
fluctuated in the past, has been recently volatile and may be
volatile in the future, investors in our common stock could incur
substantial losses. In the past, following periods of volatility in
the market, securities class-action litigation has often been
instituted against companies. Such litigation, if instituted
against us, could result in substantial costs and diversion of
management’s attention and resources, which could materially and
adversely affect our business, financial condition, results of
operations and growth prospects.
We have additional securities available for issuance, which,
if issued, could adversely affect the rights of the holders of our
common stock.
Our certificate of incorporation, as amended, authorizes the
issuance of 275,000,000 shares of our common stock and 1,000,000
shares of preferred stock. In certain circumstances, the common
stock, as well as the awards available for issuance under our
equity incentive plans, can be issued by our board of directors,
without stockholder approval. Any future issuances of such stock
would further dilute the percentage ownership of us held by holders
of preferred stock and common stock. In addition, the issuance of
certain securities, including pursuant to the terms of our
stockholder rights plan, may be used as an “anti-takeover” device
without further action on the part of our stockholders, and may
adversely affect the holders of the common stock.
Resales of our common stock in the public market during this
offering by our stockholders may cause the market price of our
common stock to fall.
We may issue common stock from time to time in connection with this
offering. This issuance from time to time of these new shares of
our common stock, or our ability to issue these shares of common
stock in this offering, could result in resales of our common stock
by our current stockholders concerned about the potential dilution
of their holdings. In turn, these resales could have the effect of
depressing the market price for our common stock.
The actual number of shares we will issue under the equity
distribution agreement, at any one time or in total, is
uncertain.
Subject to certain limitations in the sales agreement with the
sales agent and compliance with applicable law, we have the
discretion to deliver placement notices to the sales agent at any
time throughout the term of the sales agreement. The number of
shares that are sold by the sales agent after our delivering a
placement notice will fluctuate based on the market price of the
common stock during the sales period and limits we set with sales
agents.
The shares of common stock offered under this prospectus may
be sold in “at the market” offerings, and investors who buy shares
at different times will likely pay different prices.
Investors who purchase shares under this prospectus at different
times will likely pay different prices, and so may experience
different outcomes in their investment results. We will have
discretion, subject to market demand, to vary the timing, prices,
and numbers of shares sold, and there is no minimum or maximum
sales price. Investors may experience declines in the value of
their shares as a result of share sales made at prices lower than
the prices they paid.
USE OF PROCEEDS
We may issue and sell shares of our common stock having aggregate
gross proceeds of up to $100,000,000 from time to time under this
prospectus. Because there is no minimum offering amount required as
a condition to close this offering, the actual total offering
amount, commissions and proceeds to us, if any, are not
determinable at this time. The amount of proceeds from this
offering will depend upon the number of shares of our common stock
sold and the market price at which they are sold. There can be no
assurance that we will be able to sell any shares under or fully
utilize the equity distribution agreement with the sales agent as a
source of financing.
We currently intend to use the net proceeds from this offering
primarily for operating costs, including working capital needs and
for other general corporate purposes including acquisitions and
investments in other businesses. Pending these uses, we expect to
invest the net proceeds in short-term, investment-grade,
interest-bearing instruments and U.S. government securities. We
have broad discretion in determining how the proceeds of this
offering will be used, and our discretion is not limited by the
aforementioned possible uses. Our board of directors believes the
flexibility in application of the net proceeds is prudent.
As of the date of this prospectus, we cannot specify with certainty
all of the particular uses for the net proceeds to be received from
this offering. The amounts and timing of our actual expenditures
will depend on numerous factors including the progress in, and
costs of, our clinical trials and other preclinical development
programs and the amount of funding, if any, received from grants.
Accordingly, our management will have broad discretion in the
application of the net proceeds, and investors will be relying on
the judgment of management regarding the application of the net
proceeds from the offering. We may find it necessary or advisable
to reallocate the net proceeds of this offering; however, any such
reallocation would be substantially limited to the categories set
forth above as we do not intend to use the net proceeds for other
purposes. Pending such uses set forth above, we plan to invest the
net proceeds in short-term, investment-grade, interest-bearing
instruments and U.S. government securities.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common
stock and we do not currently intend to pay any cash dividends on
our common stock in the foreseeable future. We expect to retain all
available funds and future earnings, if any, to fund the
development and growth of our business. Any future determination to
pay dividends, if any, on our common stock will be at the
discretion of our board of directors and will depend on, among
other factors, the terms of any outstanding preferred stock, our
results of operations, financial condition, capital requirements
and contractual restrictions.
DILUTION
Purchasers of common stock in
this offering will experience immediate dilution to the extent of
the difference between the public offering price per share of
common stock, and the net tangible book value per share of common
stock immediately after this offering.
Our net tangible book value as of September 30, 2020 was
approximately $78,806,000, or $0.44 per share. Net tangible book
value per share is determined by dividing our total tangible
assets, less total liabilities, by the number of shares of our
common stock outstanding as of September 30, 2020. Dilution with
respect to net tangible book value per share represents the
difference between the amount per share paid by purchasers of
shares of common stock in this offering and the net tangible book
value per share of our common stock immediately after this
offering.
Our pro forma net tangible book value as of September 30, 2020 was
approximately $81,832,000, or $0.45 per share after giving effect
to our receipt of net proceeds of $3,026,257 from our sale of
1,790,335 shares of our common stock to pursuant to our prior
equity distribution agreement subsequent to September 30, 2020.
After giving effect to the sale of 59,523,810 shares of our common
stock in this offering at an assumed offering price of $1.68 per
share (which was the closing price of our common stock on November
18, 2020) and after deducting estimated offering commissions and
estimated offering expenses payable by us, our pro forma as
adjusted net tangible book value as of September 30, 2020 would
have been approximately $179,377,000, or $0.74 per share. This
represents an immediate increase in pro forma as adjusted net
tangible book value of $0.29 per share to existing stockholders and
an immediate dilution of $0.94 per share to new investors
purchasing securities in this offering.
The following table illustrates this per share dilution:
|
Assumed public offering price per share of common stock |
|
|
|
|
|
$ |
1.68 |
|
|
Pro Forma net
tangible book value per share as of September 30, 2020 |
|
$ |
0.45 |
|
|
|
|
|
|
Increase in pro
forma net tangible book value per share attributable to this
offering |
|
$ |
0.29 |
|
|
|
|
|
|
Pro forma as adjusted net tangible book value per share as of
September 30, 2020, after giving effect to this offering |
|
|
|
|
|
$ |
0.74 |
|
|
Dilution per share to new investors purchasing our common stock in
this offering |
|
|
|
|
|
$ |
0.94 |
|
The table and discussion above are based on 180,317,751 shares of
common stock issued and outstanding as of September 30, 2020 and
excludes as of that date:
|
· |
3,485,815 shares of
our common stock issuable upon the exercise of outstanding stock
options with a weighted average exercise price of $1.20 per
share; |
| |
|
|
|
· |
2,973,035 additional
shares of our common stock reserved for future issuance under our
equity incentive plans; and |
| |
|
|
|
· |
39,950 shares of our
common stock issued subsequent to September 30, 2020 in connection
with the vesting of certain restricted stock units. |
To the extent that any outstanding options are exercised, new
options or shares of restricted stock are issued under our equity
incentive plans, or we otherwise issue additional shares of common
stock in the future, at a price less than the public offering
price, there will be further dilution to the investors. In
addition, we may choose to raise additional capital due to market
conditions or strategic considerations even if we believe we have
sufficient funds for our current or future operating plans. To the
extent that additional capital is raised through the sale of equity
or convertible debt securities, the issuance of these securities
could result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
We have entered into the Sales Agreement Cantor Fitzgerald under
which we may offer and sell shares of our common stock. Pursuant to
this prospectus, we may offer and sell shares of our common stock
having an aggregate gross sales price of up to $100,000,000 from
time to time through Cantor Fitzgerald acting as agent.
A copy of our
Controlled Equity OfferingSM Sales Agreement that
we entered into with Cantor Fitzgerald is filed with the SEC as an
exhibit to the registration statement of which this prospectus is a
part.
Upon delivery of a placement notice and subject to the terms and
conditions of the Sales Agreement, Cantor Fitzgerald may offer and
sell shares of our common stock by any method permitted by law
deemed to be an “at the market offering” as defined in
Rule 415(a)(4) promulgated under the Securities Act. We may
instruct Cantor Fitzgerald not to sell common stock if the sales
cannot be effected at or above the price designated by us from time
to time. We or Cantor Fitzgerald may suspend the offering of common
stock upon notice and subject to other conditions.
We will pay Cantor Fitzgerald commissions, in cash, for its
services in acting as agent in the sale of our common stock. Cantor
Fitzgerald is entitled to compensation at a commission rate of up
to 3.0% of the gross sales price per share sold under the Sales
Agreement. Because there is no minimum offering amount required as
a condition to close this offering, the actual total public
offering amount, commissions and proceeds to us, if any, are not
determinable at this time. We have also agreed to reimburse Cantor
Fitzgerald for certain specified expenses, including the reasonable
and documented fees and disbursements of its legal counsel in an
amount not to exceed $50,000. We estimate that the total expenses
for the offering under this prospectus, excluding compensation and
reimbursements payable to Cantor Fitzgerald under the terms of the
Sales Agreement, will be approximately $145,000.
Settlement for sales of shares of common stock will occur on the
second business day following the date on which any sales are made,
or on some other date that is agreed upon by us and Cantor
Fitzgerald in connection with a particular transaction, in return
for payment of the net proceeds to us. Sales of our common stock as
contemplated in this prospectus will be settled through the
facilities of The Depository Trust Company or by such other means
as we and Cantor Fitzgerald may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar
arrangement.
Cantor Fitzgerald will use its commercially reasonable efforts,
consistent with its sales and trading practices, to solicit offers
to purchase the shares of common stock under the terms and subject
to the conditions set forth in the Sales Agreement. In connection
with the sale of the shares of common stock on our behalf, Cantor
Fitzgerald will be deemed to be an “underwriter” within the meaning
of the Securities Act and the compensation of Cantor Fitzgerald
will be deemed to be underwriting commissions or discounts. We have
agreed to provide indemnification and contribution to Cantor
Fitzgerald (and its partners, members, directors, officers,
employees and agents) against certain civil liabilities, including
liabilities under the Securities Act.
The offering of shares of our common stock pursuant to the Sales
Agreement will terminate upon the termination or expiration of the
Sales Agreement as permitted therein. We and Cantor Fitzgerald may
each terminate the Sales Agreement at any time upon ten days’ prior
notice.
Cantor Fitzgerald and its affiliates may in the future provide
various investment banking, commercial banking and other financial
services for us, our subsidiaries and our affiliates, for which
services they may in the future receive customary fees. To the
extent required by Regulation M, Cantor Fitzgerald will not
engage in any market making activities involving our common stock
while the offering is ongoing under this prospectus.
This prospectus in electronic
format may be made available on a website maintained by Cantor
Fitzgerald and Cantor Fitzgerald may distribute this prospectus and
the accompanying prospectus electronically.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for us by Gracin & Marlow, LLP, New York, New
York. Certain legal matters relating to this offering will be
passed upon for us by Venable LLP, Baltimore, Maryland. Cantor
Fitzgerald & Co. is being represented in connection with this
offering by Cooley LLP, New York, New York.
EXPERTS
The consolidated financial statements of iBio, Inc. and
Subsidiaries as of June 30, 2020 and 2019, and for the years then
ended, incorporated by reference in this prospectus and elsewhere
in the registration statement of which this prospectus forms a
part, have been audited by CohnReznick LLP, an independent
registered public accounting firm, in reliance upon such report
given on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE
INFORMATION
This prospectus is part of a registration statement we filed with
the SEC. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits to the
registration statement. For further information with respect to us
and the securities we are offering under this prospectus, we refer
you to the registration statement and the exhibits and schedules
filed as a part of the registration statement. Neither we nor any
agent, underwriter or dealer has authorized any person to provide
you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of
this prospectus, regardless of the time of delivery of this
prospectus or any sale of the securities offered by this
prospectus.
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public at the SEC’s website at www.sec.gov.
Additional information about us is contained at our
website, www.ibioinc.com. Information on our website is
not incorporated by reference into this prospectus. We make
available on our website our SEC filings as soon as reasonably
practicable after those reports are filed with the SEC. The
following Corporate Governance documents are also posted on our
website: Code of Business Conduct and Ethics, Insider Trading
Policy and the Charters for the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee of the
board of directors.
Incorporation of Certain Information by
Reference
The SEC allows us to “incorporate by reference” the information
that we have filed with it, meaning we can disclose important
information to you by referring you to those documents already on
file with the SEC. The information incorporated by reference is
considered to be part of this prospectus and the accompanying base
prospectus except for any information that is superseded by other
information that is included in this prospectus or the accompanying
base prospectus.
This filing incorporates by reference the following documents,
which we have previously filed with the SEC pursuant to the
Exchange Act (other than Current Reports on Form 8-K, or portions
thereof, furnished under Items 2.02 or 7.01 of Form 8-K):
| |
· |
Annual Report on Form 10-K for the
fiscal year ended June 30, 2020, which was filed with the SEC on
October 13, 2020 and Annual Report on Form 10-K/A for the
year ended June 30, 2020, which was filed with the SEC on October
27, 2020 (Commission File No. 333-233504); |
| |
|
|
| |
· |
Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2020, which was filed with the
SEC on November 16, 2020 (Commission File No.
333-233504); |
| |
|
|
| |
· |
Current
Reports on Form 8-K filed with the SEC on July 9, 2020, July 29, 2020 and August 13, 2020, October 2, 2020, October 5, 2020, October 9, 2020, October 13, 2020, October 16, 2020, October 22, 2020, November 3, 2020 and
November 24, 2020 (Commission File No. 333-233504); |
| |
|
|
| |
· |
Definitive
Proxy Statement on Schedule 14A filed with the SEC on November 3, 2020, as amended on
November 6, 2020 (Commission File
No. 001-35023); and |
| |
|
|
| |
· |
The
description of our common stock, par value $0.001 per share,
included (i) under the caption “Description of
Securities” in the Prospectus forming a part of Amendment No. 2 to
the Company’s Registration Statement on Form S-1, filed with the
SEC on October 24, 2019 (File No. 333-233504) and (ii) in
Exhibit 4.9 to the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2020, filed
with the SEC on October 13, 2020. |
We also incorporate by reference into this prospectus all documents
(other than current reports furnished under Item 2.02 or Item 7.01
of Form 8-K and exhibits filed on such form that are related to
such items) that are filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act (i) on or after the date of the
initial filing of the registration statement of which this
prospectus forms a part and prior to effectiveness of the
registration statement, or (ii) on or after the date of this prospectus but prior to
the termination of this offering. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K.
We will provide, without charge, to each person, including any
beneficial owner, to whom this prospectus and the accompanying base
prospectus are delivered, on the written or oral request of such
person, a copy of any or all of the reports or documents
incorporated by reference in this prospectus and the accompanying
base prospectus, but not delivered with this prospectus and the
accompanying base prospectus. Any request may be made by writing or
telephoning us at the following address or telephone number:
iBio, Inc.
Attention: Investor Relations
8800 HSC Parkway
Bryan, Texas 77807-1107
(979) 446-0027
ir@ibioinc.com
You may also access the documents incorporated by reference into
this prospectus and the accompanying base prospectus at our website
address at https://ir.ibioinc.com/sec-filings. The
other information and content contained on or linked from our
website are not part of this prospectus or the accompanying base
prospectus.
Any statement contained in this prospectus or contained in a
document incorporated or deemed to be incorporated by reference
into this prospectus will be deemed to be modified or superseded to
the extent that a statement contained in this prospectus or any
subsequently filed supplement to this prospectus, or document
deemed to be incorporated by reference into this prospectus,
modifies or supersedes such statement.
Up to $100,000,000
Common Stock
, 2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. |
Other
Expenses of Issuance and Distribution. |
The following table sets forth the estimated fees and expenses
payable by the Company in connection with the registration of the
securities registered hereby:
|
SEC registration fee |
|
$ |
21,820 |
|
|
Trustee’s and transfer agent’s fees |
|
|
|
(1) |
|
Printing expenses |
|
|
|
(1) |
|
Legal fees and expenses |
|
|
|
(1) |
|
Accounting fees and expenses |
|
|
|
(1) |
|
Stock exchange listing fees |
|
|
|
(1) |
|
Rating agency fees |
|
|
|
(1) |
|
Miscellaneous |
|
|
|
(1) |
|
Total |
|
$ |
|
(1) |
______________
|
(1) |
These fees are calculated based on the securities offered and
the number of issuances and, accordingly, cannot be estimated at
this time. |
| Item
15. |
Indemnification
of Directors and Officers. |
| |
|
|
|
Our certificate of incorporation requires us to indemnify our
officers and directors to the fullest 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. We have
entered into indemnification agreements with our officers and
directors to specify the terms of our indemnification obligations.
In general, these indemnification agreements provide that we
will:
| |
· |
indemnify our directors and officers to the fullest extent now
permitted under current law and to the extent the law later is
amended to increase the scope of permitted indemnification;
|
| |
· |
advance payment of expenses to a director or officer incurred in
connection with an indemnifiable claim, subject to repayment if it
is later determined that the director or officer was not entitled
to be indemnified;
|
| |
· |
reimburse the director or officer for any expenses incurred by the
director or officer in seeking to enforce the indemnification
agreement; and
|
| |
· |
have
the opportunity to participate in the defense of any indemnifiable
claims against the director or officer. |
As permitted under Delaware law, our bylaws contain a provision
indemnifying directors, officers, employee or agent of ours 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 us, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.
The separation and distribution agreement that we have entered into
with Integrated BioPharma provides for indemnification by us of
Integrated BioPharma and its directors, officers and employees for
some liabilities, including liabilities under the Securities Act
and the Securities Exchange Act of 1934 in connection with the
distribution, and a mutual indemnification of each other for
product liability claims arising from their respective businesses,
and also requires that we indemnify Integrated BioPharma for
various liabilities of iBio, and for any tax that may be imposed
with respect to the distribution and which result from our actions
or omissions in that regard.
| Item
16. |
Exhibits
and Financial Statement Schedules |
Exhibits filed with this Registration Statement on Form S-3 or
incorporated by reference from other filings are as follows:
|
Exhibit Number |
|
Description |
| 1.1* |
|
Controlled Equity
OfferingSM Sales Agreement by and
between iBio, Inc. and Cantor Fitzgerald & Co., dated November
25, 2020 |
| |
|
|
| 1.2** |
|
Form of Underwriting
Agreement |
| |
|
|
| 3.1 |
|
Certificate of
Incorporation of iBio, Inc., Certificate of Merger, Certificate of
Ownership and Merger, Certificate of Amendment of the Certificate
of Incorporation (incorporated herein by reference to Exhibit 3.1
to the Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 11, 2018 - File No.
001-35023)) |
| |
|
|
| 3.2 |
|
Certificate of Amendment of the
Certificate of Incorporation of iBio, Inc. (incorporated herein by
reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on February 14, 2018 -
File No. 001-35023) |
| |
|
|
| 3.3 |
|
Certificate of Amendment of the
Certificate of Incorporation of iBio, Inc. (incorporated herein by
reference to the Company’s Current Report on Form 8-K filed with
the SEC on June 8, 2018 - File No. 001-35023) |
| |
|
|
| 3.4 |
|
First Amended and Restated Bylaws of
iBio, Inc. (incorporated herein by reference to Exhibit 3.2 to the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 14, 2009 - File No.
000-53125) |
| |
|
|
| 3.5 |
|
Certificate of Designation,
Preferences and Rights of the iBio CMO Preferred Tracking Stock of
iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 24, 2017 - File No.
001-35023) |
| |
|
|
| 3.6 |
|
Certificate of Designation,
Preferences and Rights of the Series A Convertible Preferred Stock
of iBio, Inc. (Incorporated herein by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 27, 2018 - File No.
001-35023) |
| |
|
|
| 3.7 |
|
Certificate of Designation,
Preferences and Rights of the Series B Convertible Preferred Stock
of iBio, Inc. (incorporated herein by reference to Exhibit 3.2 to
the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 27, 2018 - File No.
001-35023) |
| |
|
|
| 3.8 |
|
Certificate of Designation,
Preferences and Rights of the Series C Convertible Preferred Stock
of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 29, 2019 - File No.
001-35023) |
| |
|
|
| 4.1 |
|
Form of Common Stock Certificate
(Incorporated herein by reference to Exhibit 4.1 to the Company’s
Form 10-12G filed with the Securities and Exchange Commission on
July 11, 2008 - Commission File No. 000-53125) |
| 4.2 |
|
Registration Rights Agreement, dated
July 24, 2017, between the Company and Lincoln Park Capital Fund,
LLC (Incorporated herein by reference to the Company’s Current
Report on Form 8-K filed with the SEC on July 24, 2017 - Commission
File No. 001-35023) |
| |
|
|
| 4.3 |
|
Registration Rights Agreement, dated
March 19, 2020, between the Company and Lincoln Park Capital Fund,
LLC (incorporated herein by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 20, 2020 - File No.
001-35023) |
| |
|
|
| 4.4 |
|
Form of Series A Warrant to Purchase
Common Stock (incorporated herein by reference to the Company’s
Current Report on Form 8-K filed with the SEC on October 28, 2019 -
Commission File No. 001-35023) |
| |
|
|
| 4.5 |
|
Form of Amended and Restated Series A
Warrant to Purchase Common Stock (incorporated herein by reference
to Exhibit 4.1 the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 21, 2020 - File
No. 001-35023) |
| |
|
|
| 4.6 |
|
Form of Series B Warrant to Purchase
Common Stock (Incorporated herein by reference to the Company’s
Current Report on Form 8-K filed with the SEC on October 28, 2019 -
Commission File No. 001-35023) |
| |
|
|
| 4.7 |
|
Form of Amended and Restated Series B
Warrant to Purchase Common Stock (Incorporated herein by reference
to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed
with the SEC on February 21, 2020 - File No. 001-35023) |
| |
|
|
| 4.8** |
|
Certificate of
Designation, Preferences and Rights of Preferred Stock |
| |
|
|
| 4.9** |
|
Form of
Warrant |
| |
|
|
| 4.10* |
|
Form of
Indenture |
| |
|
|
| 4.11** |
|
Form of Debt
Security |
| |
|
|
| 4.12** |
|
Form of Unit Agreement,
including form of Unit |
| |
|
|
| 5.1* |
|
Opinion of Gracin &
Marlow, LLP |
| |
|
|
| 23.1* |
|
Consent of CohnReznick
LLP, Independent Registered Public Accounting Firm |
| |
|
|
| 23.2* |
|
Consent of Gracin &
Marlow, LLP (included in Exhibit 5.1) |
| |
|
|
| 24.1* |
|
Powers of Attorney
(included on signature page to this Registration
Statement) |
| |
|
|
| 25.1*** |
|
Statement of Eligibility and Qualification on Form T-1 under the
Trust Indenture Act of 1939, as amended |
_______________
| * |
|
Filed
herewith. |
|
**
***
|
|
To be filed by amendment pursuant to a report to be filed pursuant
to Section 13 or 15(d) of the Exchange Act, if applicable, and
incorporated herein by reference.
To be filed, if applicable, in accordance with the requirements of
Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule
5b-3 thereunder.
|
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
|
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the
Securities Act; |
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the
effective registration statement; and |
|
|
(iii) |
To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; |
provided, however, that the undertakings set
forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the SEC by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, that are incorporated by reference in
this registration statement or are contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act to any purchaser:
|
|
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and |
|
|
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be
deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date. |
(5) That, for the purpose of determining liability of the
registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
|
|
(i) |
any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424; |
|
|
(ii) |
any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant; |
|
|
(iii) |
the
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and |
|
|
(iv) |
any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser. |
(6) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(7) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the SEC under
Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, November 25, 2020.
| |
|
|
| |
IBIO,
INC. |
| |
|
|
| |
By: |
/s/
Thomas F. Isett |
| |
|
Chairman
and Chief Executive Officer |
| |
|
(Principal
Executive Officer) |
POWER OF ATTORNEY
Each of the undersigned, whose signature appears below, hereby
constitutes and appoints Thomas F. Isett and John Delta, and each
of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign any or all amendments to this registration statement,
and any subsequent
registration statement filed by the registrant pursuant to Rule
462(b) of the Securities Act of 1933, as amended, which relates to
this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, or his or their
substitute or substitutes, and each of them, full power and
authority to do and perform each and every act and thing necessary
or appropriate to be done with respect to this registration
statement or any amendments hereto in the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on behalf of the Registrant, iBio, Inc., in the capacities
and on the date indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/
Thomas F. Isett |
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
November
25, 2020 |
| Thomas
F. Isett |
|
|
|
|
| |
|
|
|
|
| /s/
John Delta |
|
Acting
Chief Financial Officer |
|
November
25, 2020 |
| John
Delta |
|
(Principal
Financial Officer and Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Robert
B. Kay |
|
Director |
|
November
25, 2020 |
| Robert
B. Kay |
|
|
|
|
| |
|
|
|
|
| /s/
James T. Hill |
|
Director |
|
November
25, 2020 |
| General
James T. Hill (Ret.) |
|
|
|
|
| |
|
|
|
|
| /s/
Glenn Chang |
|
Director |
|
November
25, 2020 |
| Glenn Chang |
|
|
|
|
| |
|
|
|
|
| /s/
John D. McKey, Jr. |
|
Director |
|
November
25, 2020 |
| John
D. McKey, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/
Seymour Flug |
|
Director |
|
November
25, 2020 |
| Seymour Flug |
|
|
|
|
| |
|
|
|
|
| /s/
Linda W. Armstrong, M.D. |
|
Director |
|
November
25, 2020 |
| Linda W. Armstrong, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/
Alexandra Kropotova |
|
Director |
|
November
25, 2020 |
| Alexandra Kropotova |
|
|
|
|
| |
|
|
|
|
| /s/
Gary Sender |
|
Director |
|
November
25, 2020 |
| Gary Sender |
|
|
|
|
