UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
August 23, 2021
iBio, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35023
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26-2797813
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(Commission File Number)
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(IRS Employer Identification No.)
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8800 HSC Parkway
Bryan, TX 77807
(Address of principal executive offices and
zip code)
(979) 446-0027
(Registrant’s telephone number including
area code)
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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IBIO
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NYSE American
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ¨
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If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 23, 2021, the Board of Directors
(the “Board”) of iBio, Inc. (the “Company”) elected William D. (Chip) Clark as a Class III Director of the Board.
Mr. Clark was appointed to the Company’s Audit Committee and Nominating and Corporate Governance Committee of the Board. Each Class
of directors stands for re-election every three (3) years. Class III Directors are next up for election at the Company’s 2023 annual
meeting of stockholders. Mr. Clark’s term as a director will continue until such time as his successor is duly elected and qualified
or until his earlier resignation or removal.
Mr. Clark will receive compensation
that includes $40,000 in annual fees in cash compensation, payable quarterly, and an additional $7,500 in annual fees in cash compensation
for service on the Company’s Audit Committee and $4,000 in annual fees in cash compensation for service on the Nominating and Corporate
Governance Committee of the Board, payable quarterly. In addition, on August 23, 2021 Mr. Clark was granted a nonqualified stock option
to purchase 100,000 shares of the Company’s common stock, par value $0.001 per share, to vest in equal monthly installments over
a 36 month period, issued pursuant to the iBio, Inc. 2020 Omnibus Equity Incentive Plan. Mr. Clark will enter into a stock option agreement
in connection with the option grant. A brief description of the qualifications and experiences of Mr. Clark is below.
Mr. Clark has more than 30 years of
biotechnology and pharmaceutical experience, with a focus on business development, commercialization, strategic planning, and general
management. Since 2011, he has served as the President and Chief Executive Officer of Nasdaq-listed biopharmaceutical company, Genocea
Biosciences, Inc. (“Genocea”) . In that role, among other accomplishments, he executed Genocea’s successful strategic
pivot from infectious disease to immuno-oncology. Prior to joining Genocea, Mr. Clark was Chief Business Officer at Vanda Pharmaceuticals
Inc. (“Vanda”), a company he co-founded in 2004. There, he played central roles in completing the company’s 2006 Nasdaq
initial public offering and its 2009 out-licensing deal with Novartis Pharma AG, from which Vanda received an upfront payment of $200
million, plus contingent additional future milestone payments totaling up to $265 million. Previously, he was a Principal at Care Capital,
LLC, a venture capital firm investing in biopharmaceutical companies. Earlier in his career, he spent 10 years at SmithKline Beecham Corporation
(now part of GlaxoSmithKline plc) in a variety of business development roles. Mr. Clark holds an MBA from The Wharton School at the University
of Pennsylvania and a BA from Harvard University.
There are no family relationships between
the above- named director and any other director or executive officer of the Company, nor has any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 7.01
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Regulation
FD Disclosure.
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On August 26, 2021, the Company issued
a press release announcing the appointment of Mr. Clark. A copy of the press release is attached hereto as Exhibit 99.1.
This
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing
by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained
in such filing, unless otherwise expressly stated in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits is furnished with this
Current Report on Form 8-K:
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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IBIO INC.
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Date: August 26, 2021
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By:
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/s/ Thomas F. Isett
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Name:
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Thomas F. Isett
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Title:
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Chief Executive Officer
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Exhibit 10.1
August 23, 2021
William Clark
45 Yorkshire Road
Dover, MA 02030
Dear Mr. Clark,
iBio, Inc., a Delaware corporation (the
“Company”), is pleased to offer you a position as of member of its Board of Directors (the
“Board”). While a member of the Board of Directors you shall serve initially as a member of the Audit
Committee and Nominating and Governance Committee. We believe your background and experience will be an important asset to the
Company, and we look forward to your membership on the team. Should you choose to accept this position as a member of the Board,
please sign and return this letter agreement (the “Agreement”) to me via DocuSign.
1. Term.
This Agreement is contingent upon Board approval and effective upon your acceptance and signature below and Board approval. Your term
as director shall continue subject to the provisions of this letter and by the bylaws of the Company. The position shall be up for re-election
in accordance with the bylaws of the Company and upon re-election, the terms and provisions of this Agreement shall remain in full force
and effect.
2. Services. You
shall render services as a member of the Board and upon the Board’s committees to which you are elected (hereinafter your “Duties”).
During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of
which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video
conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic
mail or other forms of correspondence.
8800
HSC PARKWAY● BRYAN, TX 77807 ● TEL: 979-446-0027 ● WWW.IBIOINC.COM
3. Compensation. As
compensation for your services to the Company, you will receive $40,000 in cash per year for serving on the Board and an additional
$11,500 in cash per year serving on the Audit Committee and Nominating and Governance Committee starting
from the date of this Agreement, which shall be paid to you quarterly. Upon acceptance of this offer, you shall receive
a grant of non-qualified options to purchase 100,000 shares of iBio common stock based on the grant date stock price,
subject to conditions of applicable law and iBio’s stock option plan and grant agreement. 1/36 of such options
(rounded to the nearest whole option) will vest upon completion of each month of service on the Board, during the first 36 months
of your Board service. Provided, however, upon the closing of a change of control, the remaining unvested portion of the grant of
non-qualified options shall become fully vested and exercisable. Reasonable travel and other business expenses incurred by you in
the performance of your duties to the Company will be reimbursed by the Company in accordance with Company policies as in effect from
time to time.
4. Fiduciary. You
will represent the stockholders and the interests of the Company as a fiduciary.
5. Termination
and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding
at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on
a Board committee may be terminated for any or no reason by a majority of the Board at any time, for reasons allowed by the
bylaws of the Company. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written
notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified
therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination
or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including
the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection
with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of
the effective date of such termination or Resignation shall be forfeited and cancelled.
6. Governing
Law. The validity and construction of this Agreement or of any of its terms or provisions shall be determined under the
laws of the State of Texas, regardless of any principles of conflicts of laws or choice of laws of any jurisdiction. The state courts
of the State of Texas and, if the jurisdictional prerequisites exist at the time, the United States District Court for the District of
Texas, shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement.
8800
HSC PARKWAY● BRYAN, TX 77807 ● TEL: 979-446-0027 ● WWW.IBIOINC.COM
7. Entire Agreement;
Amendment; Waiver; Counterparts. This Agreement supersedes all prior Agreements concerning the subject matter hereof, and
this Agreement constitutes the entire agreement with respect to the subject matter hereof and all previous discussions, promises, representations,
and understandings relating to the topics herein discussed are hereby merged into this Agreement.
8. Indemnification.
The Company will provide you with director and officer liability insurance coverage to the extent provided to the directors of the Company
generally.
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Very Truly Yours,
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/s/Thomas Isett
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iBio, Inc.
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By: Thomas Isett, CEO
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Agree and Accepted:
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/s/William Clark
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William Clark
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Exhibit
99.1
iBio
Appoints William D. Clark to its Board of Directors
– Industry veteran adds deep expertise
in immuno-oncology to the Board –
Bryan,
Texas / August 26, 2021 / (GLOBE NEWSWIRE) / iBio, Inc. (NYSEA:IBIO) (“iBio” or
the “Company”), a developer of next-generation biopharmaceuticals and pioneer of the sustainable FastPharming
Manufacturing System®, announced today the appointment of William D. (Chip)
Clark to its Board of Directors, effective immediately.
“Chip’s experience
in building immunotherapy discovery and development capabilities will be invaluable to our team, especially as we leverage our high-throughput
discovery platform to develop iBio’s proprietary, next-generation oncology therapies,” said Tom Isett, Chairman & CEO
of iBio. “Given his significant experience leading clinical-stage companies, we believe Chip’s insights will be critical as
we seek to advance IBIO-101 and our other therapeutic candidates through the clinic.”
Mr. Clark has more than
30 years of biotechnology and pharmaceutical experience, with a focus on business development, commercialization, strategic planning,
and general management. Since 2011, he has served as the President and Chief Executive Officer of Nasdaq-listed biopharmaceutical company,
Genocea Biosciences, Inc. (“Genocea”). In that role, among other accomplishments, he executed Genocea’s successful strategic
pivot from infectious disease to immuno-oncology. Prior to joining Genocea, Mr. Clark was Chief Business Officer at Vanda Pharmaceuticals
Inc. (“Vanda”), a company he co-founded in 2004. There, he played central roles in completing the company’s 2006 Nasdaq
initial public offering and its 2009 out-licensing deal with Novartis Pharma AG, from which Vanda received an upfront payment of $200
million, plus contingent additional future milestone payments totaling up to $265 million. Previously, he was a Principal at Care Capital,
LLC, a venture capital firm investing in biopharmaceutical companies. Earlier in his career, he spent 10 years at SmithKline Beecham Corporation
(now part of GlaxoSmithKline plc) in a variety of business development roles. Mr. Clark holds an MBA from The Wharton School at the University
of Pennsylvania and a BA from Harvard University.
Mr. Clark commented,
“Combining iBio’s new discovery engine with the ability to increase ‘speed-to-clinic’ via the scalable FastPharming
Manufacturing System is a compelling proposition that has the potential to fundamentally change the cancer drug development paradigm.
I look forward to supporting that effort, as well as iBio’s biopharmaceutical development activities in fibrotic and infectious
diseases.”
About iBio, Inc.
iBio is a developer of next-generation biopharmaceuticals
and a pioneer in sustainable, plant-based biologics manufacturing. Its FastPharming System® combines
vertical farming, automated hydroponics, and novel glycosylation technologies to rapidly deliver high-quality monoclonal antibodies,
vaccines, bioinks and other proteins. iBio is developing proprietary biopharmaceuticals for the treatment of cancers, as well as fibrotic
and infectious diseases. The Company’s subsidiary, iBio CDMO LLC, provides FastPharming Contract Development
and Manufacturing Services along with Glycaneering™ Development Services for advanced recombinant protein design.
For more information, visit www.ibioinc.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute
"forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might,"
"will," "should," "believe," "expect," "anticipate," "estimate," "continue,"
"predict," "forecast," "project," "plan," "intend" or similar expressions, or statements
regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current
estimates and assumptions and include statements regarding the expected contribution of Mr. Clark. While the Company believes these forward-looking
statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information
available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of
which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those
set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current
expectations include, among others, the contribution of Mr. Clark to the Board, the Company’s ability to obtain regulatory approvals
for commercialization of its product candidates, including its COVID-19 vaccines, or to comply with ongoing regulatory requirements, regulatory
limitations relating to its ability to promote or commercialize its product candidates for specific indications, acceptance of its product
candidates in the marketplace and the successful development, marketing or sale of products, its ability to maintain its license agreements,
the continued maintenance and growth of its patent estate, its ability to establish and maintain collaborations, its ability to obtain
or maintain the capital or grants necessary to fund its research and development activities, competition, its ability to retain its key
employees or maintain its NYSE American listing, and the other factors discussed in the Company’s Annual Report on Form 10-K for
the year ended June 30, 2020 and the Company’s subsequent filings with the SEC, subsequent periodic reports on Forms 10-Q and 8-K.
The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking
statements contained in this release on account of new information, future events, or otherwise, except as required by law.
Contact:
Stephen Kilmer
iBio, Inc.
Investor Relations
(646) 274-3580
skilmer@ibioinc.com