iBio, Inc. (NYSEMKT:IBIO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
Exchange Agreement
On February 23, 2017, iBio, Inc. (the Company) entered into an
Exchange Agreement with Bryan Capital Investors LLC (Bryan
Capital Investors), the minority owner of the Companys subsidiary
iBio CMO LLC (iBio CMO). to the Exchange Agreement, the Company
issued to Bryan Capital Investors one share of the Companys iBio
CMO Preferred Tracking Stock, par value $0.001 per share (the
Preferred Tracking Stock), in exchange for 29,990,000 units of
limited liability company interests of iBio CMO held by Bryan
Capital Investors. The terms of the Preferred Tracking Stock are
described under Item 3.03 Material Modification to Rights of
Security Holders of this Current Report on Form 8-K.
After giving effect to the transactions contemplated in the
Exchange Agreement, the Company owns 99.99% of iBio CMO and Bryan
Capital Investors owns 0.01% of iBio CMO.
Bryan Capital Investors is an affiliate of Eastern Capital
Limited, a stockholder of the Company. On January 13, 2016, the
Company entered into a share purchase agreement with Eastern
Capital Limited which contained a three-year standstill agreement
restricting additional acquisitions of the Companys equity by
Eastern Capital Limited and its controlled affiliates to limit
its beneficial ownership of the Companys outstanding shares of
common stock to a maximum of 38%, absent the approval by a
majority of the Companys board of directors. With respect to the
standstill agreement, the Companys Board of Directors, acting
unanimously, invited Bryan Capital Investors to enter into the
Exchange Agreement and approved the issuance of one share of the
Companys Preferred Tracking Stock to Bryan Capital Investors.
The issuance of the share of Preferred Tracking Stock to Bryan
Capital Investors under the Exchange Agreement is exempt from
registration under the Securities Act of 1933, as amended (the
Securities Act), in reliance upon the exemption from registration
contained in Section 4(2) of the Securities Act and Regulation D
promulgated thereunder.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is a
condensed consolidated pro forma balance sheet of the Company and
its subsidiaries as of December 31, 2016 prepared to give effect
to the transactions contemplated in the Exchange Agreement.
Amendment to iBio CMO LLC Limited Liability Company
Operating Agreement
In connection with the Exchange Agreement, the Company and Bryan
Capital Investors entered into an amendment to the Amended and
Restated Limited Liability Company Agreement of iBio CMO. The
amendment provides that Bryan Capital Investors may continue to
appoint one manager to iBio CMOs board of managers, so long as
Bryan Capital Investors or its affiliates hold any interest in
iBio CMO. The Company continues to have the right to appoint a
majority of the board of managers of iBio CMO. The amendment
further provides that Bryan Capital Investors approval is
required for any additional capital contributions to iBio CMO.
However, if iBio CMOs board of managers determines that
additional capital contributions are required, iBio CMOs members
have agreed to negotiate in good faith the terms of such
additional capital contributions.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth above in Item 1.01 under the heading
Exchange Agreement is hereby incorporated by reference into this
Item 3.02 in its entirety.
Item 3.03 Material Modification to Rights of Security
Holders.
On February 23, 2017, the Board of Directors of the Company
created a series of preferred stock, designated as the iBio CMO
Preferred Tracking Stock, par value $0.001 per share (the
Preferred Tracking Stock), out of the Companys 1,000,000
authorized shares of preferred stock. On February 23, 2017, the
Company filed with the Secretary of State of the State of
Delaware a certificate of designation (the Certificate of
Designation) which became effective on February 23, 2017,
authorizing one share of Preferred Tracking Stock and
establishing the designation, powers, preferences and rights of
the Preferred Tracking Stock. The Preferred Tracking Stock
accrues dividends at the rate of 2% per annum on the original
issue price of $13 million per share. The holders of Preferred
Tracking Stock, voting separately as a class, are entitled to
approve by the affirmative vote of a majority of the shares of
Preferred Tracking Stock outstanding any amendment, alteration or
repeal of any of the provisions of, or any other change to, the
Certificate of Incorporation of the Company or the Certificate of
Designation that adversely affects the rights, powers or
privileges of the Preferred Tracking Stock, any increase in the
number of authorized shares of Preferred Tracking Stock, the
issuance or sale of any additional shares of Preferred Tracking
Stock or any securities convertible into or exercisable or
exchangeable for Preferred Tracking Stock, the creation or
issuance of any shares of any additional class or series of
capital stock unless the same ranks junior to the Preferred
Tracking Stock, or the reclassification or alteration of any
existing security of the Company that is junior to or pari passu
with the Preferred Tracking Stock, if such reclassification or
alteration would render such other security senior to the
Preferred Tracking Stock. Except as required by applicable law,
the holders of Preferred Tracking Stock have no other voting
rights. Accrued dividends are payable if and when declared by the
Board of Directors, upon an exchange of the shares of Preferred
Tracking Stock and upon a liquidation, winding up or deemed
liquidation (such as a merger) of the Company. No dividend may be
declared or paid or set aside for payment or other distribution
declared or made upon the Companys common stock and no common
stock may be redeemed, purchased or otherwise acquired for any
consideration by the Company unless all accrued dividends on all
outstanding shares of Preferred Tracking Stock are paid in full.
At the election of the Company or holders of a majority
outstanding shares of Preferred Tracking Stock, each outstanding
share of Preferred Tracking Stock may be exchanged for 29,990,000
units of limited liability company interests of iBio CMO. Such
exchange may be effected only after March 31, 2018, or in
connection with a winding up, liquidation or deemed liquidation
(such as a merger) of the Company or iBio CMO. In addition, such
exchange will take effect upon a change in control of iBio CMO.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On February 23, 2017, the Company filed with the Secretary of
State of the State of Delaware, the Certificate of Designation,
effective as of February 23, 2017. The information set forth
under Item 3.03 Material Modification to Rights of Security
Holders is incorporated herein by reference thereto. A copy of
the Certificate of Designation is attached hereto as Exhibit 3.1
to this Current Report on Form 8-K.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. The words may, will, could, would, should, expect, intend,
plan, anticipate, believe, estimate, predict, project, potential,
continue, ongoing and similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. While
the Company believes its plans, intentions and expectations
reflected in those forward-looking statements are reasonable,
these plans, intentions or expectations may not be achieved. The
Companys actual results, performance or achievements could differ
materially from those contemplated, expressed or implied by the
forward-looking statements. For information about the factors
that could cause such differences, please refer to the Companys
Annual Report on Form 10-K for the year ended June 30, 2016,
including the information discussed under the captions Item 1
Business, Item 1A. Risk Factors and Item 7 Managements Discussion
and Analysis of Financial Condition and Results of Operations, as
well as the Companys various other filings with the Securities
and Exchange Commission. Given these uncertainties, you should
not place undue reliance on these forward-looking statements. The
Company assumes no obligation to update any forward-looking
statement.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 3.1 |
Certificate of Designation, Preferences and Rights of the iBio CMO Preferred Tracking Stock of iBio, Inc.* |
| 10.1 |
Exchange Agreement, dated February 23, 2017, between iBio, Inc. and Bryan Capital Investors LLC * |
| 10.2 |
Amendment No. 1, dated February 23, 2017, to the Amended and Restated Limited Liability Company Agreement of iBio CMO LLC, dated January 13, 2016, between the Company, Bryan Capital Investors LLC and iBio CMO LLC* |
| 99.1 |
Condensed Consolidated Pro Forma Balance Sheet of iBio, Inc. and its subsidiaries as of December 31, 2016 * |
_________________
*Filed herewith.
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. iBio, Inc. (NYSEMKT:IBIO) Recent Trading Information
iBio, Inc. (NYSEMKT:IBIO) closed its last trading session up +0.010 at 0.395 with 80,812 shares trading hands.