On February 20, 2020, iBio, Inc., a Delaware corporation (the “Company”), entered into a warrant exchange and amendment agreement (the “Exchange Agreement”) with certain holders (the “Participating Holders”) of the Company’s Series A warrants (the “Original Series A Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and Series B warrants (the “Original Series B Warrants”) to purchase shares of Common Stock, each of which were issued in the Company’s underwritten offering of securities of October 28, 2019.

Pursuant to the Exchange Agreement, the Participating Holders agreed to exchange Original Series A Warrants to purchase an aggregate of 5,350,000 shares of Common Stock, representing all of the outstanding Original Series A Warrants held by the Participating Holders, and Original Series B Warrants to purchase an aggregate of shares of 9,649,998 shares of Common Stock for (i) an aggregate of 14,999,998 shares of newly-issued Common Stock and (ii) promissory notes (the “Notes”) in the aggregate principal amount of $3.3 million. The Participating Holders further agreed to amendments to the remaining, unexchanged Original Series B Warrants held by the Participating Holders, as described below (as amended, the “New Warrants”). Following completion of the transactions contemplated in the Exchange Agreement, there are New Warrants to purchase 9,595,002 shares of Common Stock outstanding. In addition, there are 245,000 Original Series A Warrants and 405,000 Original Series B Warrants outstanding held by holders who did not participate in the Exchange Agreement, which remain subject to their original terms.

The Notes do not bear interest except in the case of default and are payable in full on the earlier to occur of (i) August 20, 2020, or (ii) completion of an underwritten offering of securities by the Company resulting in gross proceeds of at least $10 million.

The New Warrants were amended to remove all price protection anti-dilution provisions from the Original Series B Warrants. In addition, the New Warrants were also amended to provide that if there is a registration statement that covers the resale of the shares underlying the New Warrants and other conditions are satisfied, the Company has the option to “call” for the cancellation of any or all of the New Warrants, from time to time, by giving a call notice to the holder only after any 20-consecutive trading day period (the “Measurement Period”) during which the daily weighted average price of the Common Stock is not less than $1.00 during 10 of such trading days during the Measurement Period and the daily dollar trading volume of our Common Stock equals or exceeds $50,000 on each trading day during the Measurement Period.

The foregoing descriptions of the terms of the New Warrants, Notes and Exchange Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, such instruments and agreements, which are filed herewith as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 10.1, respectively, and are incorporated herein by reference.