As filed with the Securities and Exchange Commission
on January 31, 2025
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IBIO, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
26-2797813 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
11750 Sorrento Valley Road, Suite 200
San Diego, California 92121 (979) 446-0027
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Dr. Martin Brenner
Chief Executive Officer and
Chief Scientific Officer
11750 Sorrento Valley Road, Suite 200
San Diego, California 92121
(979) 446-0027
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Leslie Marlow, Esq.
Melissa Murawsky, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
Telephone: (212) 885-5000
Facsimile: (212) 885-5001
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer ¨ |
Accelerated
filer ¨ |
| Non-accelerated filer x |
Smaller reporting company
x |
| |
Emerging growth company
¨ |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and the selling stockholder named in this prospectus is not soliciting offers to buy these securities
in any state or other jurisdiction where the offer or sale is not permitted.
Subject
to completion, dated January 31, 2025
PRELIMINARY PROSPECTUS
246,087 Shares of Common Stock
This prospectus relates to the resale from time
to time of up to 246,087 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”),
of iBio, Inc. by the selling stockholder identified in this prospectus (the “Selling Stockholder”), including its pledgees,
assignees, donees, transferees or its respective successors-in-interest.
The Selling Stockholder acquired the Shares pursuant
to an exclusive license agreement (the “License Agreement”) by and between us and AstralBio, Inc. (“AstralBio”)
in a transaction exempt from registration under the Securities Act of 1933, as amended in reliance on Section 4(a)(2) thereof
and Rule 506(b) of Regulation D thereunder. We are filing the registration statement on Form S-3, of which this prospectus
forms a part, to fulfill our contractual obligations with the Selling Stockholder to provide for the resale by the Selling Stockholder
of the Shares offered hereby. See “Selling Stockholder” beginning on page 7 of this prospectus for more information
about the Selling Stockholder. The registration of the Shares to which this prospectus relates does not require the Selling Stockholder
to sell any of its Shares.
We are not offering any Shares under this prospectus
and will not receive any proceeds from the sale or other disposition of the Shares covered hereby. See “Use of Proceeds”
beginning on page 6 of this prospectus.
The Selling Stockholder identified in this prospectus,
or its pledgees, assignees, donees, transferees or their respective successors-in-interest, from time to time may offer and sell through
public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated
prices the Shares held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale,
as described in more detail in this prospectus. See “Plan of Distribution” beginning on page 8 of this prospectus
for more information about how the Selling Stockholder may sell their respective Shares.
We have agreed to bear all of the expenses in
connection with the registration of the Shares pursuant to this prospectus. The Selling Stockholder will pay or assume all commissions,
discounts, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, attributable to their sales of the
Shares.
We may amend or supplement this prospectus from
time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements
carefully before you make your investment decision.
Our Common Stock is listed on the NYSE American
LLC under the symbol “IBIO.” On January 28, 2025, the last reported sale price of our Common Stock on the NYSE American
LLC was $2.94 per share.
An investment in shares of our Common Stock
involves risks. See the “Risk Factors” beginning on page 4 and in our filings with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2025.
TABLE OF CONTENTS
The registration statement containing this
prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered
under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities
and Exchange Commission. See “Where You Can Find More Information.”
Information contained in, and that can be accessed
through our web site, www.ibioinc.com., shall not be deemed to be part of this prospectus or incorporated herein by reference
and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered
hereunder.
Unless the context otherwise requires, the terms
““we,” “us,” “our,” “the Company,” “iBio” and “our business”
refer to iBio, Inc. and “this offering” refers to the offering contemplated in this prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Under this registration
process, the Selling Stockholder may, from time to time, sell the securities offered by it described in this prospectus. We will not
receive any proceeds from the sale by the Selling Stockholder of the Shares offered by it described in this prospectus.
This prospectus provides
you with a general description of the Shares the Selling Stockholder may offer. A prospectus supplement may also add, update or change
information contained in this prospectus. To the extent that any statement made in an accompanying prospectus supplement is inconsistent
with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in
the accompanying prospectus supplement. You should read both this prospectus and any accompanying prospectus supplement together with
the additional information described under the headings “Where You Can Find More Information and “Incorporation of Certain
Information by Reference.”
Neither we nor the Selling Stockholder have authorized
anyone to provide you with any information or to make any representations other than those contained, or incorporated by reference, in
this prospectus, any post-effective amendment, or any applicable prospectus supplement or free-writing prospectus prepared by or on behalf
of us or to which we have referred you. We and the Selling Stockholder take no responsibility for and can provide no assurance as to
the reliability of any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in
this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated
by reference, even though this prospectus or any applicable prospectus supplement is delivered, or securities are sold, on a later date.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is
a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
This prospectus and the information incorporated
herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and
trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing
prospectus are the property of their respective owners.
PROSPECTUS SUMMARY
This summary highlights about us and selected
information contained elsewhere in this prospectus and in the documents we incorporate by reference. This summary does not contain all
of the information you should consider before investing in our Common Stock. You should read this entire prospectus and the documents
incorporated by reference carefully, especially the risks of investing in our Common Stock discussed under and incorporated by reference
in “Risk Factors” on page 4 of this prospectus, along with our consolidated financial statements and notes to those
consolidated financial statements and the other information incorporated by reference in this prospectus, before making an investment
decision.
The Company
iBio, Inc. (“iBio,” “we,”
“us,” or “our”) is a preclinical stage biotechnology company leveraging the power of Artificial Intelligence
(AI) for the development of hard-to-drug precision antibodies. Our core mission is to harness the potential of AI and machine learning
(ML) to unveil elusive biologics that stand out and have evaded other scientists. Through our innovative platform, we champion a culture
of innovation by identifying novel targets, forging strategic collaborations to enhance efficiency, diversify pipelines, and with the
goal of accelerating preclinical processes. Our proprietary technology stack is designed to minimize downstream development risks by
employing AI-guided epitope-steering and monoclonal antibody (mAb) optimization.
Our groundbreaking EngageTx™ technology
enables us to target bi-specific molecules. With the ability to navigate sequence diversity and promote Human-Cyno cross reactivity while
mitigating cytokine release, our goal is to enhance agility and bolster preclinical safety assessments. Another key feature of our technology
stack is our ShieldTx™ masking technology in order to keep antibodies inactive until they reach diseased tissue, where the masks
are removed, and the antibodies are activated, all with the goal of broadening the therapeutic window, potentially improving efficacy
and safety of treatments.
Our strategic approach to fulfilling our mission
is outlined as follows:
| · | Further
develop and expand our technology stack: We are continuously expanding and developing our
technology stack to tackle current challenges in antibody discovery. |
| o | Current
challenges in antibody discovery: Key challenges in today’s antibody discovery techniques
include: |
| § | A
limited number of drug targets that can be pursued with traditional antibody discovery techniques. |
| § | Lack
of antibodies with complex mechanisms of action. |
| § | Safety
concerns for antibodies against widely expressed targets. |
| § | Significant
time required to optimize antibody leads. |
| § | Lack
of early assessment of the developability of antibodies. |
| o | Our
technology platform addresses current challenges in antibody discovery: Our epitope steering
technology allows the precise targeting of antibodies against hard-to-drug proteins and challenging
target epitopes. This is believed to unlock a vast novel target space and enable the targeting
of newly identified epitopes on well-validated proteins for best-in-class drug development.
While the vast majority of approved antibodies function by disrupting protein-protein interactions,
the discovery of antibodies with more complex mechanisms has been challenging. Our ability
to steer antibodies towards agonistic or cell-activating epitopes, or epitopes that lock
protein complexes in certain active or inactive conformations, is believed to enable the
creation of antibodies with a wide variety of complex modes of action. |
Although bispecific antibodies and antibody-drug
conjugates have proven to be highly efficacious, they have also raised safety concerns. Our ShieldTx technology is an integrated part
of the discovery process, designed to allow antibodies to be masked and rendered inactive until they reach the intended tissue (e.g.,
a tumor), where the mask is removed and the antibody is activated. ShieldTx is believed to have the capability of reducing or eliminating
adverse effects stemming from off-target tissue effects, increase the probability of success in identifying a fitting mask, and reduce
development time.
Lastly, our StableHu technology, coupled with
mammalian display technology, has been shown in pre-clinical studies to allow for the reduction of lead optimization times by utilizing
single-shot multi-dimensional optimization techniques. This also improves the developability of lead antibodies early in the discovery
process.
| § | Capital
efficient business approach: Our strategic business approach is structured around the following
pillars of value creation: |
| o | Strategic
Collaborations: We have leveraged our platform and pipeline by forming strategic partnerships.
We aim to become the preferred partner for pharmaceutical and biotechnology companies seeking
rapid and cost-effective integration of complex molecules into their portfolios, de-risking
their early-stage pre-clinical work. Additionally, rich array of fast follower immune-oncology
molecules within the Company’s pre-clinical pipeline holds the potential to drive substantial
partnerships, opening doors to innovative projects. By tapping into our infrastructure and
expertise, partners have the potential to streamline timelines, reduce costs tied to biologic
drug discovery applications and cell line process development, and expedite preclinical programs
with efficiency. |
| o | Developing
and advancing our in-house programs cost effectively: Clinical advancement is crucial for
drug discovery. As we continue to develop our existing immune-oncology pre-clinical pipeline,
we are also seeking strategic partners with the capabilities to more rapidly advance these
programs towards the clinic. We also continue to assess our option rights to license three
of the four assets under the collaboration with AstralBio to expand our pre-clinical pipeline
into obesity and cardiometabolic programs and with the goal to become a clinical stage company. |
| o | Tech
Licensing in Diverse Therapeutic Areas: In pursuit of adding value, we are exploring partnerships
in diverse therapeutic domains such as CNS or vaccines. Our intention is to license our AI
tech stack, extending its benefits to our partners and amplifying its biological impact and
insights. This strategic approach enables us to capitalize on the value of our meticulously
curated data while empowering collaborations and innovations, while at the same time allowing
us to focus on both the platform and our core therapeutic areas, metabolic diseases and oncology. |
| o | Focused
Investment in advancing the platform: We maintain a focused commitment to invest in our platform,
continually unlocking the potential of biology through AI and ML. The pinnacle of being on
the forefront of ML advancing algorithms, and models in order to improve its predictive power
and reduce the time it takes to find a viable molecule. |
In essence, we believe that we are sculpting
a future where cutting-edge AI-driven biotechnology propels the discovery of intricate biologics, fostering partnerships, accelerating
innovation, and propelling the advancement of science.
Recent Developments
License Agreement
On December 31, 2024, we entered into the
License Agreement with AstralBio pursuant to which AstralBio has licensed to us, on a worldwide exclusive basis and with the right to
grant sublicenses, under the AstralBio Licensed Patents and AstralBio Licensed Know-How to Develop, Manufacture and Commercialize and
otherwise exploit any product directed to GDF8 (myostatin) that contains the licensed antibody targeting myostatin for research, diagnosis,
treatment, prevention, or management of any disease or medical condition (the “Licensed Product”).
We will be solely responsible for all decisions
related to the launch, sales and marketing and promotion of the Licensed Products in our discretion, subject to the terms of the License
Agreement, and for all costs for all activities related to, the Development, Manufacture and Commercialization of the Licensed Product
worldwide. In consideration for the rights and licenses granted by AstralBio to us in the License Agreement, we agreed to pay AstralBio
(i) an upfront license fee in the amount of $750,000 within thirty days after the effective date of the License Agreement, which
we paid by issuing the Shares and (ii) upon the occurrence of specified developmental and commercial milestones, milestone payments
of up to a total of $28 million, which can be paid by cash or, provided we remain listed on NYSE American LLC or another national stock
exchange at the time of the payment, our issuance of shares of Common Stock, subject to approval of the issuance of any such shares by
NYSE American LLC, and provided, however, in no event shall we issue shares of Common Stock to AstralBio pursuant to the License Agreement
that would result in AstralBio owning more than 19.9% of the total number of shares of Common Stock that were outstanding as of the date
of entering into the License Agreement. In the event we sublicense the Licensed Product or a product that includes the Licensed
Product, we will pay AstralBio a sublicense fee, which fee is a range of a low to mid-single-digit percentage based on the proceeds of
the sublicense fees to a third party.
The License Agreement will remain in effect at
all times and thereafter, unless and until terminated earlier pursuant to the License Agreement. The License Agreement can be terminated
(i) by us for any reason or no reason upon 45 days’ written notice to AstralBio (ii) by either party upon written notice
to the other party if the other party materially breaches the License Agreement and such breach is not cured to the reasonable satisfaction
of the non-breaching party within 90 days of receipt of such written notice (iii) by either party upon certain bankruptcy or insolvency
events and (iv) by AstralBio if we or any sublicensee challenges the patentability, enforceability or validity of any claim related
to any AstralBio Licensed Patent or the secret and substantial nature of any AstralBio Licensed Know-How, subject to certain exceptions
as set forth in the License Agreement.
The Licensed Product, now named IBIO-600, was
identified by AstralBio using our proprietary technology stack and was designed for subcutaneous administration with the potential for
an extended half-life. In parallel, we initiated a bispecific antibody program targeting myostatin/activin A to treat obesity and
cardiometabolic disorders, leveraging its proprietary technology stack as well as the technology of IBIO-600.
Private Placement
On January 10, 2025, we entered into a securities
purchase agreement (the “Purchase Agreement”) with certain of our officers and directors (the “Investors”), pursuant
to which we issued and sold to the Investors, in a private placement priced at-the-market (the “Private Placement”) consistent
with the rules of the NYSE American LLC (“NYSE American”), an aggregate of 240,807 shares of Common Stock, at a purchase
price per share of $2.72, the last reported closing price of the Common Stock on the date of execution of the Purchase Agreement, which
closing price was greater than the book value of the Common Stock on the date of the execution of the Purchase Agreement. The Private
Placement closed on January 10, 2025. We received aggregate gross proceeds from the Private Placement of approximately $655,000,
before deducting estimated offering expenses payable by us.
General Corporate Information
We were incorporated under the laws of the State
of Delaware on April 17, 2008, under the name iBioPharma, Inc. We engaged in a merger with InB:Biotechnologies, Inc.,
a New Jersey corporation on July 25, 2008, and changed our name to iBio, Inc. on August 10, 2009.
Our principal executive offices are located at 11750 Sorrento Valley
Road, Suite 200, San Diego, California 92121 and our telephone number is (979) 446-0027. Our website address is www.ibioinc.com.
The information contained on, or accessible through, our website does not constitute part of this Registration Statement. We have included
our website address in this Registration Statement solely as an inactive textual reference.
THE OFFERING
This prospectus relates to the resale or other
disposition from time to time by the Selling Stockholder identified in this prospectus of up to 246,087 Shares of our Common Stock. None
of the Shares registered hereby are being offered for sale by us.
Shares of Common Stock offered by the
Selling Stockholder |
246,087 Shares
|
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| Terms of the offering |
The Selling Stockholder
and any of its pledgees, assignees and successors-in-interest will determine when and how they sell the Shares offered in this prospectus
and may, from time to time, sell any or all of their shares covered hereby on NYSE American LLC or any other stock exchange, market
or trading facility on which the shares are traded or in privately negotiated transactions. These sales may be at fixed or negotiated
prices. See “Plan of Distribution.” |
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|
Common Stock outstanding prior to and after
this offering |
9,831,601, including the Shares
|
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| Use of Proceeds |
The Selling Stockholder
will receive all of the proceeds of the sale of Shares offered from time to time pursuant to this prospectus. Accordingly, we will
not receive any proceeds from the sale of shares of Common Stock that may be sold from time to time pursuant to this prospectus.
See “Use of Proceeds.” |
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|
| Risk Factors |
You should read the “Risk
Factors” section of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors
to consider before deciding to purchase shares of our Common Stock. |
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|
| NYSE American LLC symbol
|
Our Common Stock is listed
on the NYSE American LLC under the symbol “IBIO.” |
Except as otherwise indicated, the number of
shares of Common Stock to be outstanding immediately after this offering is based on 9,831,601 shares of our Common Stock outstanding
as of January 28, 2025, and excludes:
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974,624 shares
of Common Stock issuable upon the exercise of stock options outstanding at a weighted average exercise price of $5.90 per share; |
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11,392,677 shares of Common
Stock issuable upon the exercise of warrants outstanding at a weighted average exercise price of $1.98 per share; |
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11,586 shares of Common
Stock issuable upon the vesting of restricted stock units; and |
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645,833 shares of Common
Stock reserved for future issuance under the 2023 Omnibus Equity Incentive Plan. |
RISK FACTORS
Investing in our shares of Common Stock involves
a high degree of risk. Before deciding whether to invest in our Common Stock, you should consider carefully the risks and uncertainties
described below, together with all of the other information included or incorporated by reference in this prospectus, including the risks
and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K, which is incorporated
by reference in this prospectus, as well as any updates thereto contained in subsequent filings with the SEC or any free writing prospectus,
before deciding whether to purchase our Common Stock in this offering. All of these risk factors are incorporated herein in their entirety.
The risks described below and incorporated by reference are material risks currently known, expected or reasonably foreseeable by us.
However, the risks described below and incorporated by reference are not the only ones that we face. Additional risks not presently known
to us or that we currently deem immaterial may also affect our business, operating results, prospects or financial condition. If any
of these risks actually materialize, our business, prospects, financial condition, and results of operations could be seriously harmed.
This could cause the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment. For more information,
see the section entitled “Where You Can Find More Information.”
Risks Related to
this Offering
Resales of our
Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock to
fall.
We are registering for
resale Shares of Common Stock. The price per share of our Common Stock in this offering may result in an immediate decrease in the market
price of our Common Stock. This decrease may continue after the completion of this offering. Sales of substantial amounts of our Common
Stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our Common Stock.
The issuance of new shares of Common Stock could result in resales of our Common Stock by our current stockholders concerned about the
potential ownership dilution of their holdings. Furthermore, in the future, we may issue additional shares of Common Stock or other equity
or debt securities exercisable or convertible into Common Stock. Any such issuance could result in substantial dilution to our existing
stockholders and could cause our stock price to decline.
Investors who
buy shares at different times will likely pay different prices.
Investors who purchase
shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different
outcomes in their investment results. The Selling Stockholder may sell such Shares at different times and at different prices.
We have additional securities available
for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock.
We may from time-to-time issue additional shares
of Common Stock or preferred stock. In addition, as opportunities present themselves, we may enter into financing or similar arrangements
in the future, including the issuance of debt securities, Common Stock or preferred stock. Any future issuances of Common Stock or securities
convertible into Common Stock, would further dilute the percentage ownership of us held by holders of Common Stock. In addition, the
issuance of certain securities, may be used as an “anti-takeover” device without further action on the part of our stockholders,
and may adversely affect the holders of the Common Stock.
Because we will not declare cash dividends
on our Common Stock in the foreseeable future, stockholders must rely on appreciation of the value of our Common Stock for any return
on their investment.
We have never declared or paid cash dividends
on our Common Stock. We currently anticipate that we will retain all available funds and future earnings, if any, to fund the development
and growth of our business and will not declare or pay any cash dividends in the foreseeable future. As a result, only appreciation of
the price of our Common Stock, if any, will provide a return to investors in this offering.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that
we incorporate by reference herein, contain, and any applicable prospectus supplement or free writing prospectus including the documents
we incorporate by reference therein may contain, forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), including statements regarding our future financial condition, business strategy and plans and objectives
of management for future operations. Forward-looking statements include all statements that are not historical facts. In some cases,
you can identify forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “might,”
“approximately,” “expect,” “predict,” “could,” “potentially” or the negative
of these terms or other similar expressions. Forward-looking statements appear in a number of places throughout this prospectus and include
statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things:
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our plans to
develop and commercialize our product candidates; |
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the timing
of our planned clinical trials for our product candidates; |
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the timing
of and our ability to obtain and maintain regulatory approvals for our product candidates; |
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our commercialization,
marketing and manufacturing capabilities and strategy; |
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expectations
regarding clinical trial data; |
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our intellectual
property position; |
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our competitive position
and the development of and projections relating to our competitors or our industry; |
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our ability
to identify, recruit and retain key personnel; |
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the impact
of laws and regulations; |
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our plans to
identify additional product candidates with significant commercial potential that are consistent with our commercial objectives; |
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our estimates
regarding future revenue, expenses and needs for additional financing; and |
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the industry
in which we operate and the trends that may affect the industry or us. |
Discussions containing these forward-looking
statements may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference
herein, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments
thereto.
These forward-looking statements relate to future
events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our
actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking
statements. We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and
uncertainties under the heading “Risk Factors” contained in the documents incorporated by reference herein. These forward-looking
statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required
by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All
forward-looking statements are qualified in their entirety by this cautionary statement.
USE OF PROCEEDS
The Selling Stockholder will receive all of the
proceeds of the sale of Shares offered from time to time pursuant to this prospectus. Accordingly, we will not receive any proceeds from
the sale of the Shares that may be sold from time to time pursuant to this prospectus. See “Plan of Distribution” elsewhere
in this prospectus for more information.
SELLING STOCKHOLDER
This prospectus covers the possible resale from
time to time by the Selling Stockholder identified in the table below, including its pledgees, donees, transferees, assigns or other
successors in interest, of up to an aggregate of 246,087 Shares. We are registering the resale of such Shares by the Selling Stockholder
identified in the table below, to permit it, or its permitted transferees or other successors-in-interest that may be identified in a
post-effective amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of these Shares
in the manner contemplated under the section entitled “Plan of Distribution” in this prospectus (as may be supplemented and
amended).
On January 28, 2025, pursuant to the License
Agreement, we issued and sold to AstralBio 246,087 Shares of our Common Stock, which number of Shares was calculated by dividing the
up front license fee due to AstralBio of $750,000 by the Market Value of our Common Stock on the date of payment of such license fee.
“Market Value” is defined in the License Agreement as the volume weighted average price of our Common Stock as reported by
Bloomberg, LP over the five (5) day period ending at 4:00 PM on the day prior to the date of determination.
The following table sets forth, to our knowledge,
information concerning the beneficial ownership of shares of our Common Stock by the Selling Stockholder as of January 31, 2025.
The information in the table below with respect to the Selling Stockholder has been obtained from the Selling Stockholder. When we refer
to the “Selling Stockholder” in this prospectus, or, if required, a post-effective amendment to the registration statement
of which this prospectus is a part, we mean the Selling Stockholder listed in the table below as offering Shares, as well as its respective
pledgees, assignees, donees, transferees or successors-in-interest. Throughout this prospectus, when we refer to the Shares being registered
on behalf of the Selling Stockholder, we are referring to the Shares issued to the Selling Stockholder pursuant to the License Agreement.
The Selling Stockholder may sell all, some or none of the Shares subject to this prospectus. See “Plan of Distribution” below
as it may be supplemented and amended from time to time.
The number of shares of Common Stock beneficially
owned prior to the offering for the Selling Stockholder includes all shares of our Common Stock beneficially held by the Selling Stockholder
as of January 31, 2025. The shares reported under “Maximum Number of Shares of Common Stock Being Offered for Resale”
consist of the Shares reported as beneficially owned by Selling Stockholder under “Shares of Common Stock Beneficially Owned Prior
to the Offering”. The percentages of shares owned before and after the offering are based on 9,831,601 shares of Common Stock outstanding
as of January 31, 2025.
Beneficial ownership is determined in accordance
with the rules of the SEC and includes voting or investment power with respect to our Common Stock. Generally, a person “beneficially
owns” shares of our Common Stock if the person has or shares with others the right to vote those shares or to dispose of them,
or if the person has the right to acquire voting or disposition rights within 60 days. The inclusion of any shares in this table does
not constitute an admission of beneficial ownership for the Selling Stockholder named below.
| | |
Shares
of
Common
Stock
Beneficially
Owned Prior
to the Offering | | |
Maximum
Number of
Shares of
Common | | |
Shares
of Common
Stock To Be Beneficially
Owned Immediately
Following the Sale
of the Shares of
Common Stock Offered
for Resale | |
| Selling Stockholder | |
Number | | |
Percentage | | |
Stock
Being
Offered for
Resale | | |
Number | | |
Percentage | |
| AstralBio, Inc. (1) | |
| 246,087 | | |
| 2.5 | % | |
| 246,087 | | |
| 0 | | |
| — | |
| |
(1) |
The shares
reported in the table above consists of 246,087 Shares of Common Stock issued to AstralBio pursuant to the License Agreement. Patrick
Crutcher, AstralBio’s Co-Founder and Chief Executive Officer, has sole voting and disposition power over the shares held by
AstralBio. The shares reported in the table above does not include any securities that are owned by Patrick Crutcher directly, as
they are not beneficially owned by AstralBio. The address of AstralBio is 867 Boylston Street, 5th Floor #1833, Boston, Massachusetts
02116. |
Relationships with
Selling Stockholder
The Selling Stockholder
has not had a material relationship with the registrant or any of its predecessors or affiliates, within the past three years, except
as hereinafter described.
In March 2024,
we entered into a collaboration with AstralBio to discover, engineer and develop novel antibodies to treat obesity and other cardiometabolic
conditions. As part of the collaboration, we granted an exclusive license to AstralBio of our AI-powered technology to identify and engineer
four (4) targets for the treatment of obesity and cardiometabolic diseases, of which AstralBio may continue the pre-clinical development
and deploy its proven drug development expertise to advance candidates to an Investigational New Drug (IND) application. We have the
exclusive option to license three (3) obesity and cardiometabolic targets from AstralBio and as a result, we will receive the rights
to develop, manufacture and commercialize those targets upon exercise. As a result of this collaboration, one of the first programs is
initiating the development of an anti-myostatin antibody program focused on targeting the transforming growth factor beta (TGFb) superfamily
for the treatment of muscle wasting and obesity. Upon mutual consent with AstralBio, we may also expand the collaboration to include
additional targets in other fields.
On April 25, 2024, we
entered into a Consulting Agreement with Patrick Crutcher, pursuant to which we issued stock options to purchase up to 133,000 shares
of Common Stock under the 2023 Omnibus Equity Incentive Plan, which are exercisable at an exercise price of $1.72 per share and expire
ten years from the date of issuance.
On December 31,
2024, we entered into the License Agreement with AstralBio, pursuant to which AstralBio licensed to us, on a worldwide exclusive basis
and with the right to grant sublicenses, under the AstralBio Licensed Patents and AstralBio Licensed Know-How to Develop, Manufacture
and Commercialize and otherwise exploit any product directed to GDF8 (myostatin) that contains the licensed antibody targeting myostatin
for research, diagnosis, treatment, prevention, or management of any disease or medical condition. The Shares being offered pursuant
to this prospectus were issued pursuant to the terms of the License Agreement.
Patrick Crutcher, AstralBio’s
Co-founder and Chief Executive Officer, acquired 175,438 shares of Common Stock and warrants to purchase 175,438 shares of Common Stock
for a purchase price of $498,750 in our private placement offering that was consummated on April 1, 2024.
PLAN OF DISTRIBUTION
The Selling Stockholder,
which as used herein includes pledgees, assignees, donees, transferees or its respective successors-in-interest selling Shares of Common
Stock or interests in shares of Common Stock received after the date of this prospectus from a Selling Stockholder as a pledge, assignment,
gift, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their
Shares of Common Stock or interests in shares of Common Stock on any stock exchange, market or trading facility on which the shares of
Common Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Stockholder
may use any one or more of the following methods when disposing of shares or interests therein:
| |
· |
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
· |
|
block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction; |
| |
· |
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
· |
|
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
· |
|
privately
negotiated transactions; |
| |
· |
|
settlement
of short sales; |
| |
· |
|
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
· |
|
broker-dealers
may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; |
| |
· |
|
a
combination of any such methods of sale; and |
| |
· |
|
any
other method permitted by applicable law. |
The Selling Stockholder
may, from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of Selling Stockholder to include the pledgee, transferee or other successors-in-interest as Selling Stockholder
under this prospectus. The Selling Stockholder also may transfer the Shares of Common Stock in other circumstances, in which case the
transferees, pledgees, donees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the
sale of Common Stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling
Stockholder may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loan or
pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option
or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of Shares offered by this prospectus, which Shares such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds
to the Selling Stockholder from the sale of the Common Stock offered by them will be the purchase price of the Common Stock less discounts
or commissions, if any. The Selling Stockholder reserves the right to accept and, together with its agents from time to time, to reject,
in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds
from this offering.
The Selling Stockholder
also may resell all or a portion of the Shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided
that they meet the criteria and conform to the requirements of that rule.
Broker-dealers engaged
by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of
a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown
in compliance with FINRA Rule 2121.
The Selling Stockholder
and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any
resale of the Shares may be underwriting discounts and commissions under the Securities Act. A Selling Stockholder who is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.
To the extent required,
the shares of our Common Stock to be sold, the name of the Selling Stockholder, the respective purchase prices and public offering prices,
the names of any agents, dealers or underwriters, and any applicable commissions or discounts with respect to a particular offer will
be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.
In order to comply with
the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and is complied with.
We have advised the
Selling Stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the Selling Stockholder and its affiliates. In addition, to the extent applicable, we will make copies
of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholder for the purpose of satisfying
the prospectus delivery requirements of the Securities Act. The Selling Stockholder may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify
the Selling Stockholder against liabilities, including liabilities under the Securities Act and state securities laws, relating to the
registration of the Shares offered by this prospectus.
LEGAL MATTERS
The validity of the shares of Common Stock offered
hereby will be passed upon for us by Blank Rome LLP.
EXPERTS
The consolidated financial statements of iBio
Inc. and Subsidiaries for the two years ended June 30, 2024 have been audited by Grassi & Co., CPAs, P.C., independent
registered public accounting firm, as set forth in their report thereon appearing in iBio Inc. and Subsidiaries Annual Report on Form 10-K for the year ended June 30, 2024, and incorporated by reference herein. Such consolidated financial statements are incorporated
by reference herein in reliance upon such report, which includes an explanatory paragraph on our ability to continue as a going concern,
given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement
we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits
to the registration statement. For further information with respect to us and the securities being offered under this prospectus, we
refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we, the
Selling Stockholder nor any agent, underwriter or dealer has authorized any person to provide you with different information. Neither
we nor the Selling Stockholder are making an offer of these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus,
regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
Additional information about iBio, Inc. is contained at our website, www.ibioinc.com. Information on our website is not incorporated
by reference into this prospectus. We make available on our website our SEC filings as soon as reasonably practicable after those reports
are filed with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this prospectus, which means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is 001-35023. The documents
incorporated by reference into this prospectus contain important information that you should read about us.
The following documents are incorporated by reference
into this prospectus:
| |
· |
Our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 20, 2024, as amended September 24, 2024;
|
| |
· |
Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the SEC on November 12, 2024; |
| |
|
|
| |
· |
Our Current Reports on Form 8-K filed
with the SEC on July 3, 2024, July 9, 2024, July 26, 2024, November 25, 2024 (other than information furnished
under Item 2.02 and exhibits related thereto), January 2, 2025 (other than information furnished under Item 7.01 and exhibits
related thereto), January 10, 2025 (other than information furnished under Item 7.01 and exhibits related thereto) and January 13, 2025; and
|
| |
· |
The description of our
Common Stock set forth in: (i) our registration statement on Form 8-A filed with the SEC on December 29, 2010, including any amendments thereto or reports filed for the purposes of updating this description, and
(ii) Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC
on September 20, 2024. |
We also incorporate by reference into this prospectus
all documents (other than portions of those documents not deemed filed) that are filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (Commission File Number 001-35023) (i) on or after the date of the initial filing of
the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) on
or after the date of this prospectus but prior to the termination of the offering (i.e., until the earlier of the date on which all of
the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been withdrawn).
These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.
We will provide to each person, including any
beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents
that are incorporated by reference into this prospectus but not delivered with this prospectus, including exhibits that are specifically
incorporated by reference into such documents. You can request a copy of these filings, at no cost, by writing or telephoning us at the
following address or telephone number:
iBio, Inc.
11750 Sorrento Valley Road, Suite 200
San Diego, California 92121
(979) 446-0027
Any statement contained in this prospectus or
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with this
registration statement. All of such expenses are estimates, other than the filing fee payable to the Securities and Exchange Commission.
| | |
Amount | |
| SEC registration fee | |
$ | 110.58 | |
| Legal fees and expenses | |
| 50,000 | |
| Accounting fees and expenses | |
| 10,000 | |
| Miscellaneous | |
| 389.42 | |
| Total: | |
$ | 60,500 | |
Item 15. Indemnification of Directors and Officers.
Section 145 of
the Delaware General Corporation Law, or the DGCL, empowers a corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors and officers, provided that the person acted in good faith
and in a manner the person reasonably believed to be in our best interests, and, with respect to any criminal action, had no reasonable
cause to believe the person’s actions were unlawful. The DGCL further provides that the indemnification permitted thereunder shall
not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws,
any agreement, a vote of stockholders or otherwise.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer,
except (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) a director for
payments of unlawful dividends or unlawful stock repurchases or redemptions; (iv) for any transaction from which the director or
officer derived an improper personal benefit; or (v) an officer in any action by or in the right of the corporation.
Our certificate of incorporation and bylaws provide
for the indemnification of our directors and officers to the fullest extent permitted under Delaware law.
In addition, as permitted by Delaware law, our
certificate of incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting
from breaches of certain fiduciary duties as a director, except to the extent such an exemption from liability thereof is not permitted
under the DGCL.
As permitted by the DGCL, we have entered into
indemnity agreements with each of our directors and executive officers, that require us to indemnify such persons against any and all
costs and expenses (including attorneys’, witness or other professional fees) actually and reasonably incurred by such persons
in connection with any action, suit or proceeding (including derivative actions), whether actual or threatened, to which any such person
may be made a party by reason of the fact that such person is or was a director or officer or is or was acting or serving as our officer,
director, employee or agent or any of our affiliated enterprises. Under these agreements, we are not required to provide indemnification
for certain matters, including:
| |
· |
indemnification
beyond that permitted by the DGCL; |
| |
· |
indemnification
for any proceeding with respect to the unlawful payment of remuneration to the director or officer; |
| |
· |
indemnification
for certain proceedings involving a final judgment that the director or officer is required to disgorge profits from the purchase
or sale of our stock; |
| |
· |
indemnification
for proceedings involving a final judgment that the director’s or officer’s conduct was in bad faith, knowingly fraudulent
or deliberately dishonest or constituted willful misconduct or a breach of his or her duty of loyalty, but only to the extent of
such specific determination; |
| |
· |
indemnification
for proceedings or claims brought by an officer or director against us or any of our directors, officers, employees or agents, except
for claims to establish a right of indemnification or proceedings or claims approved by our board of directors or required by law; |
| |
· |
indemnification
for settlements the director or officer enters into without our consent; or |
| |
· |
indemnification
in violation of any undertaking required by the Securities Act or in any registration statement filed by us. |
The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification thereunder.
We have an insurance policy in place that covers
our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.
Item 16. Exhibits.
See the Exhibit Index immediately preceding
the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-3, which Exhibit Index
is incorporated herein by reference.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i) to include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided,
however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
That, for the purpose of determining liability
under the Securities Act to any purchaser:
(A) Each
prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such effective date.
That, for purposes of determining any liability
under the Securities Act, each filing of Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of a Registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, that Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
| 3.1 |
|
Certificate
of Incorporation of iBio, Inc., Certificate of Merger, Certificate of Ownership and Merger, Certificate of Amendment of the
Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed
by the Company with the Securities and Exchange Commission on May 11, 2018 – Commission File No. 001-35023) |
| |
|
|
| 3.2 |
|
Certificate of Amendment
of the Certificate of Incorporation of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2018 – Commission File No. 001-35023) |
| |
|
|
| 3.3 |
|
Certificate of Designation,
Preferences and Rights of the iBio CMO Preferred Tracking Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2017
– Commission File No. 001-35023) |
| |
|
|
| 3.4 |
|
Certificate of Designation,
Preferences and Rights of the Series A Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2018 –
Commission File No. 001-35023) |
| |
|
|
| 3.5 |
|
Certificate of Designation,
Preferences and Rights of the Series B Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.2
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2018 –
Commission File No. 001-35023) |
| |
|
|
| 3.6 |
|
Certificate of Designation,
Preferences and Rights of the Series C Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2019
– Commission File No. 001-35023) |
| |
|
|
| 3.7 |
|
Second Amended and Restated
Bylaws of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 1, 2022 – Commission File No. 001-35023) |
| |
|
|
| 3.8 |
|
Certificate of Designation
of Preferences, Rights and Limitations of Series 2022 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2022 –
Commission File No. 001-35023) |
| |
|
|
| 3.9 |
|
Certificate of Amendment
of the Certificate of Incorporation of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2022 – Commission File
No. 001-35023) |
| |
|
|
| 3.10 |
|
Certificate of Amendment
to Certificate of Incorporation of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2023 – Commission File No. 001-35023) |
| |
|
|
| 5.1* |
|
Opinion of Blank Rome LLP |
| |
|
|
| 10.1+ |
|
Exclusive License Agreement, dated December 31,
2024, by and between iBio, Inc. and AstralBio, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2025 – Commission File
No. 001-35023) |
| |
|
|
| 23.1* |
|
Consent of Grassi &
Co., CPAs, P.C., independent registered public accounting firm for the Registrant |
| |
|
|
| 23.2* |
|
Consent of Blank Rome LLP
(included in Exhibit 5.1) |
| |
|
|
| 24.1* |
|
Powers of Attorney (included
on the signature page of the Registration Statement) |
| |
|
|
| 107* |
|
Calculation of Filing Fee
Table |
*
+ |
|
Filed herewith.
The Company has omitted certain portions
of this exhibit which are indicated therein by [**] in accordance with Item 601(b)(10) of Regulation S-K. The Company agrees
to furnish unredacted copies of these exhibits to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on the 31st day of January, 2025.
| |
IBIO, INC. |
| |
|
|
| |
By: |
/s/
Martin Brenner |
| |
|
Martin Brenner |
| |
|
Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Martin Brenner and Felipe Duran, jointly and severally, as his or
her true and lawful agent, proxy and attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission
any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits
thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other
documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included
in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully
for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent,
proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
| /s/
Martin Brenner |
|
Chief
Executive Officer, Chief Scientific Officer and Director |
|
January 31, 2025 |
| Martin Brenner |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
| /s/
Felipe Duran |
|
Chief
Financial Officer |
|
January 31, 2025 |
| Felipe Duran |
|
(Principal
Financial Officer and Principal
Accounting Officer) |
|
|
| |
|
|
|
| /s/
Alexandra Kropotova |
|
Director |
|
January 31, 2025 |
| Alexandra Kropotova |
|
|
|
|
| |
|
|
|
| /s/
William Clark |
|
Director |
|
January 31, 2025 |
| William Clark |
|
|
|
|
| |
|
|
|
| /s/
Gary Sender |
|
Director |
|
January 31, 2025 |
| Gary Sender |
|
|
|
|
| |
|
|
|
| /s/
Evert Schimmelpennink |
|
Director |
|
January 31, 2025 |
| Evert Schimmelpennink |
|
|
|
|
| |
|
|
|
|
| /s/
David Arkowitz |
|
Director |
|
January 31, 2025 |
| David Arkowitz |
|
|
|
|
| |
|
|
|
|
| /s/
António Parada |
|
Director |
|
January 31, 2025 |
| António Parada |
|
|
|
|
Exhibit 5.1
1271 Avenue of the Americas |New
York, NY 10020
blankrome.com
January 31, 2025
The Board of Directors
iBio, Inc.
11750 Sorrento Valley Road, Suite 200
San Diego, California 92121
Ladies and Gentlemen:
This opinion is furnished
to you in connection with a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),
for the registration of the resale of an aggregate of 246,087 shares (the “Shares”) of common stock, par value $0.001 per
share (the “Common Stock”), of iBio, Inc., a Delaware corporation (the “Company”). All of the Shares are
being registered on behalf of a stockholder of the Company (the “Selling Stockholder”). The Shares were issued and sold to
the Selling Stockholder pursuant to that certain Exclusive License Agreement dated as of December 31, 2024 (the “License Agreement”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion set
forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the License Agreement; (iii) an Accredited Investor Certificate, dated January 28, 2025, signed by the
Selling Stockholder; (iv) resolutions adopted by the Board of Directors of the Company (the “Board”); (v) the certificate
of incorporation of the Company, as amended (the “Certificate of Incorporation”); (vi) the second amended and restated
bylaws of the Company (the “Bylaws”); and (vii) such other corporate records, agreements, certificates, including, but
not limited to, certificates or comparable documents of public officials and of officers and representatives of the Company, statutes
and other instruments and documents as we considered relevant and necessary as a basis for the opinions hereinafter expressed.
In rendering this opinion,
we have assumed, without inquiry, (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to
the original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity
of the originals of such copies; (iii) the legal capacity of all natural persons and the genuineness of all signatures on the Registration
Statement and all documents submitted to us; and (iv) that the books and records of the Company are maintained in accordance with
proper corporate procedures. We have also assumed that the Company will, at the time of any issuance of the Shares have a sufficient number
of authorized but unissued shares of Common Stock pursuant to its Certificate of Incorporation to so issue the relevant number of Shares
and such Shares will be issued for not less than the par value of the Common Stock.
Based upon and subject to
the foregoing, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.
iBio, Inc.
Board of Directors
January 31, 2025
Page 2
We are opining solely on all
applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable
provisions of the Delaware Constitution and all applicable judicial and regulatory determinations. This opinion is limited to the laws
of the State of Delaware as in effect on the date hereof and we express no opinion with respect to the laws of any other jurisdiction.
We hereby consent to the filing
of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters”
in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Blank Rome LLP |
| |
|
| |
BLANK ROME LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated September 20, 2024, with respect to the consolidated financial statements of iBio, Inc.
and Subsidiaries as of June 30, 2024 and 2023, and for the years then ended which report is included in the Annual Report on Form 10-K
of iBio, Inc. and Subsidiaries for the year ended June 30, 2024, filed with the Securities and Exchange Commission. Our audit
report includes an explanatory paragraph relating to iBio, Inc. and Subsidiaries ability to continue as a going concern.
We also consent to the reference to our firm under the caption “Experts”
in such Registration Statement.
/s/ Grassi & Co., CPAs, P.C.
Jericho, New York
January 31, 2025
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
iBio, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
|
Security
Type |
|
Security Class
Title |
|
Fee
Calculation
or Carry
Forward
Rule |
|
Amount
Registered |
|
Proposed
Maximum
Offering
Price Per
Unit |
|
Maximum
Aggregate
Offering
Price(2) |
|
Fee Rate |
|
|
Amount of
Registration
Fee |
|
| Newly Registered Securities |
| Fees to be Paid |
|
Equity |
|
Common Stock, $0.001 par value |
|
457(c) |
|
246,087 (1) |
|
|
$2.935(2) |
|
$ |
722,265.35 |
|
$0.00015310 |
|
|
$ |
110.58 |
|
| Carry Forward Securities |
| Carry Forward Securities |
|
|
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Total Offering Amounts |
|
|
|
|
$ |
722,265.35 |
|
|
|
$ |
|
110.58 |
|
| |
|
|
|
Total Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Net Fee Due |
|
|
|
|
|
|
|
|
|
$ |
|
110.58 |
|
| (1) |
All of the shares of common stock offered hereby are for the account of the Selling Stockholder named herein. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock which become issuable by reason of any share dividend, share split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of common stock outstanding. |
| |
|
| (2) |
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low sales prices per share of the common stock on the NYSE American LLC on January 28, 2025, which was approximately $2.935 per share. |
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