iBio, Inc. 8-K

What Happened

• On January 8, 2026, iBio, Inc. entered into a securities purchase agreement to sell 1,408,481 shares of common stock and pre‑funded warrants to buy up to 9,653,257 additional shares in a Nasdaq-priced private placement.
• Price per common share is $2.35; price per pre‑funded warrant is $2.349 (exercise price $0.001). The Company expects to receive approximately $26 million gross proceeds, before placement agent fees and offering expenses, with the closing expected on or about January 13, 2026.
• Leerink Partners LLC acted as lead placement agent; LifeSci Capital LLC and Oppenheimer & Co. Inc. were co-placement agents. iBio also entered a registration rights agreement to register the resale of the securities.

Key Details

• Aggregate securities: 1,408,481 common shares plus pre‑funded warrants exercisable into 9,653,257 shares.
• Pricing and proceeds: $2.35 per share; $2.349 per pre‑funded warrant; ~ $26M gross proceeds expected.
• Pre‑Funded Warrant terms: $0.001 exercise price, exercisable immediately, no expiration, and a beneficial‑ownership limitation of 4.99% (option to set to 9.99% with notice). Cashless exercise allowed if registration unavailable.
• Registration: iBio must file a resale registration statement covering the securities within 60 days of closing and use commercially reasonable efforts to have it become effective within specified SEC-timing limits; company responsible for registration costs.
• Limited issuance restriction: iBio is generally prohibited from issuing additional shares or certain other transactions for the earlier of 60 days after closing or the day after the resale registration becomes effective (with limited exceptions).

Why It Matters

• This deal provides iBio with near‑term capital (~$26M gross) to advance its preclinical cardiometabolic programs (including IBIO‑610, IBIO‑600, and myostatin/activin A bispecific programs) and support other pipeline and working capital needs.
• The issuance (and potential future exercise of pre‑funded warrants) will dilute existing shareholders; investors should watch total shares outstanding and any exercises following registration effectiveness.
• The registration commitment means investors in the placement will be able to resell their shares once the resale registration is effective, which could increase publicly tradable float.