iBio, Inc 8-K, filed Oct 19, 2026
iBio, Inc. (IBIO)
About this 8-K
iBio, Inc filed this 8-K on October 19, 2026, reporting on events of October 14, 2026.
iBio stockholders increased authorized common shares from 275,000,000 to 500,000,000, effective October 16, 2026, and approved incentive-plan reserve increases of 5% plus 3% on January 1, 2027, January 1, 2028 and January 1, 2029. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number including area code)
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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).
Emerging growth company
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2026, iBio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 1 (the “Plan Amendment”) to the iBio, Inc. 2023 Omnibus Incentive Plan (the “Plan”) to amend the “evergreen” provision of the Plan such that: (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), reserved and available for issuance under the Plan will increase by a number of shares equal to: (i) 5% of the number of shares of Common Stock outstanding on December 31 of the preceding calendar year, plus (ii) 3% of the number of shares of Common Stock issuable upon exercise of pre-funded warrants outstanding on December 31 of the preceding calendar year, and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance under the Plan will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, provided that the Board of Directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares. A description of the Plan, as amended by the Plan Amendment, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2026 (the “Definitive Proxy Statement”), in the section entitled “Proposal 5 — Approval of an Amendment to the Company’s 2023 Omnibus Incentive Plan,” which is incorporated herein by reference. The description of the Plan Amendment is qualified in its entirety by reference to the full text thereof, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 below, at the Annual Meeting the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of Common Stock from 275,000,000 shares to 500,000,000 shares (the “Authorized Share Increase”). On October 16, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, which became effective upon filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on six (6) proposals and cast their votes as described below. A total of 48,244,264 shares were represented in person or by proxy, which represented a quorum. The matters below are described in detail in the Definitive Proxy Statement.
Proposal 1 – Election of Directors Proposal
The following two (2) nominees were elected as Class III directors of the Company’s Board of Directors (the “Board”), each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, with the following votes:
Name of Director | | Votes For | | Withheld | | Broker Non-Votes |
1. William Clark |
| 35,039,749 |
| 1,143,763 |
| 12,060,752 |
2. Gary Sender |
| 35,909,610 |
| 273,902 |
| 12,060,752 |
Proposal 2 – Auditor Ratification Proposal
The stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027 based on the votes set forth below:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
47,499,835 |
| 140,624 |
| 603,805 |
| 0 |
Proposal 3 – Say-on-Pay Proposal
The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“say-on-pay”), as disclosed in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
35,524,321 |
| 404,426 |
| 254,765 |
| 12,060,752 |
Proposal 4 - Authorized Share Increase Proposal
The stockholders approved the Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 275,000,000 shares to 500,000,000 shares (the “Authorized Share Increase Proposal”), as described above under Item 5.03 and in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
45,730,093 |
| 2,052,563 |
| 461,608 |
| 0 |
Proposal 5 - Plan Amendment Proposal
The stockholders approved the Plan Amendment (the “Plan Amendment Proposal”), as described above under Item 5.02 and in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
27,693,575 |
| 8,263,100 |
| 226,837 |
| 12,060,752 |
Proposal 6 - Adjournment Proposal
The stockholders approved the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were not sufficient votes in favor of Authorized Share Increase Proposal and/or the Plan Amendment Proposal, as described in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
27,867,928 |
| 8,100,316 |
| 215,268 |
| 12,060,752 |
Notwithstanding the approval of this proposal, because each of the Authorized Share Increase Proposal and the Plan Amendment Proposal received the requisite votes for approval at the Annual Meeting as convened, it was not necessary for the Company to adjourn the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | | Exhibit Description |
3.1 | | Certificate of Amendment to the Certificate of Incorporation of iBio, Inc. |
10.1 | | Amendment No. 1 to the iBio, Inc. 2023 Omnibus Incentive Plan |
104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IBIO, INC. | ||
|
| ||
Date: October 19, 2026 | By: | /s/ Marc A. Banjak | |
|
| Name: | Marc A. Banjak |
| | Title: | Chief Legal Officer and Corporate Secretary |
Exhibit 10.1
AMENDMENT NO. 1 TO THE
IBIO, INC. 2023 OMNIBUS INCENTIVE PLAN
Dated: October 14, 2026
WHEREAS, the Board of Directors (the “Board”) of iBio, Inc. (the “Company”) heretofore established the iBio, Inc. 2023 Omnibus Incentive Plan (the “Plan”); and
WHEREAS, the Board desires to amend the “evergreen” provision of the Plan, such that: (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) reserved and available for issuance each year will increase by a number of shares equal to: (i) 5% of the number of shares of Common Stock outstanding at December 31 of the preceding year, plus; (ii) 3% of the number of shares of Common Stock issuable upon exercise of pre-funded warrants outstanding at December 31 of the preceding year; and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance each year will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding at December 31 of the preceding year (this “Amendment No. 1”);
WHEREAS, Section 16 of the Plan authorizes the Board to amend the Plan, subject to stockholder approval to the extent that such approval is desired or required by applicable law; and
WHEREAS, the Board has approved and authorized this Amendment No. 1 to the Plan and has recommended that the stockholders of the Company approve this Amendment No. 1.
NOW, THEREFORE, BE IT RESOLVED, subject to and effective upon receipt of the required approval of the Company’s stockholders, the Plan is hereby amended as follows:
1.Subject to approval of the Company’s stockholders, the second sentence of Section 3(a) of the Plan is hereby amended and restated as follows:
In addition, such Limit shall automatically increase (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, by a number of shares of Stock equal to: (i) 5% of the number of shares of Stock outstanding on December 31 of the preceding calendar year, plus; (ii) 3% of the number of shares of Stock issuable upon exercise of pre-funded warrants outstanding on December 31 of the preceding calendar year; and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, by a number of shares of Stock equal to 5% of the total number of shares of Stock outstanding on December 31 of the preceding calendar year; provided, however that the Board may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of Stock, provided further that the Limit, as in effect at any time, shall be adjusted as provided in Section 3(b).
2.Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan, as amended, shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 as evidence of its adoption by the Board on the date set forth above.
| IBIO, INC. | |
| | |
| By: | /s/ Martin Brenner |
| Name: | Martin Brenner |
| Title: | Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
IBIO, INC.
(a Delaware Corporation)
The undersigned, Martin Brenner, hereby certifies that:
1.He is the Chief Executive Officer and Chief Scientific Officer of iBio, Inc. (the “Corporation”), a Delaware corporation, and is duly authorized by the Board of Directors of the Corporation to execute this instrument.
2.The Corporation filed its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) on April 17, 2008 under the name of “iBioPharma, Inc.,” filed a Certificate of Merger with the Delaware Secretary of State on July 25, 2008, merging the Corporation with InB:Biotechnologies, Inc., with iBioPharma, Inc. as the surviving corporation, filed a Certificate of Ownership and Merger with the Delaware Secretary of State of the State of Delaware on August 10, 2009, changing the name of the Corporation from “iBioPharma, Inc.” to “iBio, Inc.,” and filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State on December 10, 2010, filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State on December 18, 2013, filed a Certificate of Designation with the Delaware Secretary of State on February 23, 2017, filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State on December 20, 2017, filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State on June 8, 2018, filed a Certificate of Designation, Preferences, Rights and Limitations of the Series A Convertible Preferred Stock with the Delaware Secretary of State on June 22, 2018, filed a Certificate of Designation, Preferences Rights and Limitations of the Series B Convertible Preferred Stock with the Delaware Secretary of State on June 22, 2018, filed a Certificate of Designation, Preferences, Rights and Limitations of the Series C Convertible Preferred Stock with the Delaware Secretary of State on October 28, 2019, filed a Certificate of Designation of Preferences, Rights and Limitations of Series 2022 Convertible Preferred Stock with the Delaware Secretary of State on May 9, 2022, filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State on October 7, 2022, and filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State on November 28, 2023 (collectively, the “Certificate of Incorporation”).
3.This Certificate of Amendment of the Certificate of Incorporation was duly approved by the Corporation’s Board of Directors and duly adopted by the stockholders of the Corporation at a meeting in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
4.The first sentence of Article Fourth of the Certificate of Incorporation of the Corporation is hereby amended and restated as follows:
“The total number of shares which the Corporation shall have authority to issue is 501,000,000 shares of capital stock consisting of 500,000,000 shares of common stock, $0.001 par value per share (“Common Stock”) and 1,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”).”
5.The foregoing amendment shall be effective upon filing with the Delaware Secretary of State.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed this 16th day of October, 2026.
By: | /s/ Martin Brenner | |
Name: | Martin Brenner | |
Title: | Chief Executive Officer and |