iBio, Inc. 8-K

What Happened

• iBio, Inc. announced on February 27, 2026 that it entered into an Open Market Sale AgreementSM with Jefferies LLC to sell shares of its common stock in an at-the-market (ATM) offering, to be made under a shelf registration statement on Form S-3 (File No. 333-293864). The prospectus contemplates sales of up to $100,000,000 of common stock, subject to the effectiveness of the registration statement and other conditions.
• The company also notified that on February 23, 2026 it terminated its prior At Market Issuance Sales Agreement (dated July 3, 2024) with Chardan Capital Markets, LLC and Craig-Hallum Capital Group LLC, ending the earlier ATM program that had an aggregate offering amount of up to $7,350,000.

Key Details

• Agreement date with Jefferies: February 27, 2026; prior ATM termination: February 23, 2026.
• Potential offering size under new ATM: up to $100,000,000 (via Form S-3 registration, when effective).
• Jefferies will act as agent and may sell shares on Nasdaq or other markets; Jefferies is not obligated to purchase shares on a principal basis.
• Company may pay Jefferies commissions up to 3.0% of gross proceeds; iBio agreed to indemnify Jefferies and reimburse certain expenses (e.g., up to $100,000 for Jefferies’ counsel fees plus additional specified amounts tied to future filings).

Why It Matters

• The new ATM provides iBio with a flexible way to raise capital over time if and when the company elects to sell shares, replacing a much smaller prior ATM program.
• Use of the ATM could dilute existing shareholders if shares are sold; there is no requirement that any shares will be sold, and the offering is subject to the registration statement becoming and remaining effective.
• Investors should monitor future SEC filings (prospectus supplements, sales notices, and periodic reports) for any actual share issuance, timing, and dilutive impact.