FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
iBio, Inc. [ IBIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/20/2020 | J(1) | 121,976 | A | (1) | 1,275,000(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $1.43 | 03/12/2020 | A | 975,000 | (6) | 03/11/2025 | Common Stock | 975,000 | $1.43 | 1,275,000(2) | D | ||||
Series A Warrants (Right to Buy)(3) | $0.22 | 02/20/2020 | J(4) | 100,000 | 10/29/2019 | 10/29/2021 | Common Stock | 100,000 | $1,000(5) | 1,275,000(2) | D | ||||
Series B Warrants (Right to Buy)(3) | $0.22 | 02/20/2020 | J(4) | 21,976 | 10/29/2019 | 10/29/2026 | Common Stock | 21,976 | $1,000(5) | 1,275,000(2) | D |
Explanation of Responses: |
1. Issued pursuant to an Exchange Agreement with iBio, Inc. ("iBio") pursuant to which Mr. Isett exchanged Series A Warrants to purchase 100,000 shares of iBio's common stock ("Common Stock") and Series B Warrants to purchase 21,976 shares of Common Stock in exchange for 121,976 shares of Common Stock and a promissory note in the principal amount of $26,834. In addition, Series B Warrants to purchase 78,024 shares of Common Stock held by Mr. Isett were amended in connection with the Exchange Agreement. |
2. Reflects number of securities beneficially owned following all transactions reported on this Form 4, on an as converted to common stock basis. |
3. The Warrants were acquired by Mr. Isett in a public offering by iBio on October 29, 2019. |
4. Exchanged pursuant to an Exchange Agreement with iBio pursuant to which Mr. Isett exchanged Series A Warrants to purchase 100,000 shares of Common Stock and Series B Warrants to purchase 21,976 shares of Common Stock in exchange for 121,976 shares of Common Stock and a promissory note in the principal amount of $26,834. |
5. The Warrants were sold together with Series C Preferred Shares in a public offering on October 29, 2019. Each of Series C Preferred Share was sold together with Series A Warrants to purchase one share of common stock for each share of common stock issuable upon conversion of the Series C Preferred Share and Series B Warrants to purchase one share of common stock for each share of common stock issuable upon conversion of the Series C Preferred Share. Each Series C Preferred Share and accompanying Series A Warrants and Series B Warrants was sold at a combined public offering price of $1,000. |
6. Vests ratably over a 36-month period beginning on date of grant (1/36th per month) and will be deemed fully-vested upon any transaction or series of related transactions that constitutes a Change of Control Transaction (as defined in the grant agreement). |
Remarks: |
10 |
/s/Thomas Isett | 03/16/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |