iBio, Inc. (NYSEMKT:IBIO) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 8, 2018, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of Delaware effecting a one-for-ten (1:10) reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 4:10 p.m. (Eastern Time), June 8, 2018 (the “Reverse Stock Split”). It is anticipated that the Company’s common stock will begin trading on a reverse splitadjusted basis on the Exchange when the market opens on Monday, June 11, 2018.
On January 4, 2018, the Company received written notice from the Exchange that, due to the Company’s current low selling share price, the Company’s continued listing on the Exchange is predicated on the Company effecting a reverse stock split or otherwise demonstrating sustained improvement in its share price within a reasonable period of time, which the Exchange has determined to be no later than July 5, 2018.
To regain compliance with the Exchange’s listing standards, the Company held a special meeting of its stockholders on April 23, 2018, at which the stockholders approved a proposal to effect an amendment to the Company’s certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company’s Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10).
On May 23, 2018, the Company’s board of directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1:10) shares of the Company’s Common Stock. As a result of the reverse stock split, every ten (10) shares of the Company’s Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company’s common stock.
The number of the Company’s outstanding shares of Common Stock was reduced from approximately 115.9 million shares to approximately 11.6 million shares upon the effectiveness of the reverse stock split. The reverse stock split also applies to Common Stock issuable upon the exercise of the Company’s outstanding stock options. The reverse stock split does not affect the par value of the Company’s Common Stock or the shares of Common Stock the Company is authorized to issue under its Certificate of Incorporation, as amended.
No fractional shares will be issued in connection with the reverse stock split. Stockholders of record who otherwise would be entitled to receive fractional shares, because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be exchanged, will be entitled to a cash payment in lieu thereof.
The Company’s transfer agent, Continental Stock Transfer & Trust, will provide instructions to stockholders regarding the process for exchanging shares.
The trading symbol for the Common Stock will remain “IBIO.” The new CUSIP number for the Common Stock following the reverse stock split is 451033 203.
A copy of the press release announcing this event is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
*Filed herewith.
iBio, Inc. ExhibitEX-3.1 2 tv496218_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF 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.