iBio, Inc. (NYSEMKT:IBIO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On June 26, iBio, Inc., a Delaware corporation (the “Company”), closed its previously announced public offering (the “Offering”) of (i) 4,350,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $0.90 per Share, (ii) 6,300 shares (the “Series A Preferred Shares”) of the Company’s newly designated Series A Convertible Preferred Stock, $0.001 par value (the “Series A Preferred Stock”) at the public offering price of $1,000 per Series A Preferred Share, and (iii) 5,785 shares (the “Series B Preferred Shares”) of the Company’s newly designated Series B Convertible Preferred Stock, $0.001 par value (the “Series B Preferred Stock”) at the public offering price of $1,000 per Series B Preferred Share.
The Shares, Series A Preferred Shares and Series B Preferred Shares were issued to an underwriting agreement, dated June 21, 2018, entered into between the Company and A.G.P./Alliance Global Partners, as the sole underwriter, which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2018.
In connection with the Offering, on June 26, 2018, the Company entered into an amendment (the “Amendment”) to that certain Share Purchase Agreement, dated January 13, 2016 (the “Purchase Agreement”), with Eastern Capital Limited (“Eastern”). to the Purchase Agreement, Eastern was subject to a three(3)-year standstill agreement set forth in Section 4.7 of the Purchase Agreement (the “Standstill Provision”) that restricted additional acquisitions of the Company’s Common Stock by Eastern and its controlled affiliates to limit its beneficial ownership of the Company’s outstanding shares of Common Stock to a maximum of 38% (the “Eastern Beneficial Ownership Limitation”), absent approval by a majority of the Company’s Board of Directors. The Amendment increases the Eastern Beneficial Ownership Limitation to 48% and extends the restrictions under the Standstill Provision until June 26, 2020. In accordance with the terms of the Standstill Provision, as amended, the Company’s Board of Directors duly authorized the Company’s Chief Executive Officer to offer Eastern to purchase shares in the Offering, provided that, when taken together with all other equity securities of the Company beneficially owned by Eastern and its controlled affiliates following consummation of the Offering, Eastern and its controlled affiliates would not beneficially own more than 48% of the aggregate number of shares of Common Stock outstanding as of the closing of the Offering, including all shares of Common Stock issuable upon conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock, and provided, further, that Eastern agreed to extend the standstill restrictions for two (2) additional years beginning with the date of Eastern’s or its controlled affiliate’s purchase of securities in the Offering.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified by reference to, the full text of the Amendment which is, filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 22, 2018, the Company filed with the Secretary of State of the State of Delaware (i) a certificate of designation of preferences, rights and limitations of the Series A Preferred Stock (the “Series A Certificate of Designation”), establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to its Series A Preferred Stock, and (ii) a certificate of designation of preferences, rights and limitations of the Series B Preferred Stock (the “Series B Certificate of Designation”), establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to its Series B Preferred Stock. The Series A Certificate of Designation and the Series B Certificate of Designation each became effective with the Secretary of State of the State of Delaware upon filing. Copies of the Series A Certificate of Designation and Series B Certificate of Designation are included in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On June 26, 2018, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 3.1 | Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of iBio, Inc.* |
| 3.2 | Certificate of Designation, Preferences and Rights of the Series B Convertible Preferred Stock of iBio, Inc.* |
| 10.1 | Amendment, dated June 26, 2018, to Share Purchase Agreement, dated January 13, 2016, between iBio, Inc. and Eastern Capital Limited, for the purchase of 6,500,000 shares of common stock* |
| 99.1 | Press Release, dated June 26, 2018, issued by iBio, Inc.* |
*Filed herewith.
iBio, Inc. ExhibitEX-3.1 2 tv497273_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 IBIO,…To view the full exhibit click here
About iBio, Inc. (NYSEMKT:IBIO)
iBio, Inc. is a biotechnology company. The Company is focused on commercializing its technologies and product candidates and providing product development and manufacturing services to clients and collaborators. Its technologies include iBioLaunch technology and iBioModulator. The Company’s technologies constitute a transformative platform for development and production of biologics in hydroponically grown green plants. The Company is focused on the commercialization of its plant-based protein expression technologies for vaccines and therapeutic proteins and on developing and commercializing select biopharmaceutical product candidates. The Company’s technology is applicable in a range of product candidates, including products against fibrotic diseases, vaccines, enzyme replacements, monoclonal antibodies, and recombinant versions of marketed products that are derived from human blood plasma.
