iBio, Inc. (NYSEMKT:IBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2020, iBio, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with UBS Securities LLC, as sales agent (the “Sales Agent”), to which the Company may sell from time to time, at its option, shares of its common stock, par value $0.001 per share, through the Sales Agent. Sales of shares of common stock made to the Equity Distribution Agreement, if any, will be made to the Company’s effective shelf registration statement on Form S-3 (File No. 333-236735) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”), the base prospectus, dated March 19, 2020, filed as part of such Registration Statement, and the prospectus supplement, dated June 17, 2020, as will be filed by the Company with the SEC (the “Prospectus Supplement”), for the sale of up to $45,000,000 of shares of the Company’s common stock.
Sales of the shares, if any, will be made by means of ordinary brokers’ transactions at prevailing market prices at the time of sale, or as otherwise agreed with the Sales Agent. The Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).
The Company is not obligated to make any sales of common stock under the Equity Distribution Agreement and the Company cannot provide any assurances that it will issue any shares to the Equity Distribution Agreement. The Company currently intends to use the net proceeds of this offering, if any, for operating costs, including working capital and other general corporate purposes.
The Company will pay a commission rate of up to 3.0% of the gross sales price per share sold and has agreed to reimburse the Sales Agent for the reasonable fees and disbursements of its counsel, in connection with entering into the Equity Distribution Agreement, in an amount not to exceed $50,000, in addition to certain ongoing fees and disbursements of its counsel. The Equity Distribution Agreement contains customary representations, warranties and agreements and other obligations of the parties and termination provisions. The Company has also agreed to the Equity Distribution Agreement to provide the Sales Agent with customary indemnification and contribution rights.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Equity Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Equity Distribution Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company’s counsel regarding the validity of the shares that will be issued to the Equity Distribution Agreement and the Prospectus Supplement is also filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
| 1.1 | Equity Distribution Agreement, dated June 17 2020, by and between iBio, Inc. and UBS Securities, LLC |
| 5.1 | Opinion of Gracin & Marlow, LLP |
| 23.1 | Consent of Gracin & Marlow, LLP (included in Opinion of Gracin & Marlow, LLP filed as Exhibit 5.1) |
iBio, Inc. Exhibit
EX-1.1 2 tm2022699d2_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Copy iBio,…
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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.
