Current Report Filing (8-k)
August 26 2021 - 07:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
August 23, 2021
iBio, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
|
|
001-35023
|
26-2797813
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
8800 HSC Parkway
Bryan, TX 77807
(Address of principal executive offices and
zip code)
(979) 446-0027
(Registrant’s telephone number including
area code)
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
IBIO
|
NYSE American
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
|
Emerging growth company ¨
|
|
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On August 23, 2021, the Board of Directors
(the “Board”) of iBio, Inc. (the “Company”) elected William D. (Chip) Clark as a Class III Director of the Board.
Mr. Clark was appointed to the Company’s Audit Committee and Nominating and Corporate Governance Committee of the Board. Each Class
of directors stands for re-election every three (3) years. Class III Directors are next up for election at the Company’s 2023 annual
meeting of stockholders. Mr. Clark’s term as a director will continue until such time as his successor is duly elected and qualified
or until his earlier resignation or removal.
Mr. Clark will receive compensation
that includes $40,000 in annual fees in cash compensation, payable quarterly, and an additional $7,500 in annual fees in cash compensation
for service on the Company’s Audit Committee and $4,000 in annual fees in cash compensation for service on the Nominating and Corporate
Governance Committee of the Board, payable quarterly. In addition, on August 23, 2021 Mr. Clark was granted a nonqualified stock option
to purchase 100,000 shares of the Company’s common stock, par value $0.001 per share, to vest in equal monthly installments over
a 36 month period, issued pursuant to the iBio, Inc. 2020 Omnibus Equity Incentive Plan. Mr. Clark will enter into a stock option agreement
in connection with the option grant. A brief description of the qualifications and experiences of Mr. Clark is below.
Mr. Clark has more than 30 years of
biotechnology and pharmaceutical experience, with a focus on business development, commercialization, strategic planning, and general
management. Since 2011, he has served as the President and Chief Executive Officer of Nasdaq-listed biopharmaceutical company, Genocea
Biosciences, Inc. (“Genocea”) . In that role, among other accomplishments, he executed Genocea’s successful strategic
pivot from infectious disease to immuno-oncology. Prior to joining Genocea, Mr. Clark was Chief Business Officer at Vanda Pharmaceuticals
Inc. (“Vanda”), a company he co-founded in 2004. There, he played central roles in completing the company’s 2006 Nasdaq
initial public offering and its 2009 out-licensing deal with Novartis Pharma AG, from which Vanda received an upfront payment of $200
million, plus contingent additional future milestone payments totaling up to $265 million. Previously, he was a Principal at Care Capital,
LLC, a venture capital firm investing in biopharmaceutical companies. Earlier in his career, he spent 10 years at SmithKline Beecham Corporation
(now part of GlaxoSmithKline plc) in a variety of business development roles. Mr. Clark holds an MBA from The Wharton School at the University
of Pennsylvania and a BA from Harvard University.
There are no family relationships between
the above- named director and any other director or executive officer of the Company, nor has any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
|
Item 7.01
|
Regulation
FD Disclosure.
|
On August 26, 2021, the Company issued
a press release announcing the appointment of Mr. Clark. A copy of the press release is attached hereto as Exhibit 99.1.
This
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing
by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained
in such filing, unless otherwise expressly stated in such filing.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
The following exhibits is furnished with this
Current Report on Form 8-K:
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
IBIO INC.
|
|
|
Date: August 26, 2021
|
By:
|
/s/ Thomas F. Isett
|
|
|
Name:
|
Thomas F. Isett
|
|
|
Title:
|
Chief Executive Officer
|
iBio (AMEX:IBIO)
Historical Stock Chart
From Feb 2024 to Mar 2024
iBio (AMEX:IBIO)
Historical Stock Chart
From Mar 2023 to Mar 2024