iBio, Inc. (NYSEMKT:IBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 5.02 below is incorporated by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On June 12, 2020, iBio, Inc. (the “Company”) entered into a letter agreement (the “Transition Agreement”) with Robert Kay, the Company’s director, founder and former Chief Executive Officer to provide strategic advice and transition services to the Chief Executive Officer and the Board of Directors. The Transition Agreement provides that Robert Kay will be employed in a transition role, reporting to the Board of Directors from March 11, 2020 until March 10, 2022.
The Transition Agreement provides for the payment to Mr. Kay of an annual base salary of $150,000, accruing from March 11, 2020; In addition, the Transition Agreement provides for the grant to Mr. Kay of options (‘the “Options”) to purchase 400,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Options, when issued, will have an exercise price equal to the fair market value of the Common Stock on the date of the grant, expire ten years after the date of the grant and vest in equal monthly installments over the twenty-four (24) months commencing March 11, 2020, all subject to the terms of the Company’s 2018 Omnibus Equity Incentive Plan.
Mr. Kay’s employment under the Transition Agreement may be terminated by the Company and Mr. Kay with or without cause. In the event that the Company’s terminates Mr. Kay’s employment under the Transition Agreement without Cause (as such term is defined in the Transition Agreement), he will be entitled to continued payment of his base salary and continued vesting of the Options, for a period equal to the lesser of 16 months after termination or until March 10, 2022.
Mr. Kay will continue as a member of the Company’s Board of Directors for the remainder of his current elected term; however, he will not receive any additional compensation for his service as a Board member, unless the Board otherwise determines. Thomas Isett, previously Co-Chairman of the Board, will continue as Chairman of the Board and continue as Chief Executive Officer.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, dated June 12, 2020, between Mr. Kay and the Company, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| 10.1 | Transition Agreement, dated June 12, 2020, between Robert Kay and iBio, Inc. |
| 10.2 | Form of Stock Option Agreement |
iBio, Inc. Exhibit
EX-10.1 2 tm2022699d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY June 12,…
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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.