iBio, Inc 8-K/A, filed Feb 1, 2022
iBio, Inc. (IBIO)
About this 8-K/A
iBio, Inc filed this 8-K/A on February 1, 2022, reporting on events of January 31, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(AMENDMENT NO. 1)
CURRENT REPORT
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Explanatory Note
This Amendment to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2022 is being filed to correct a typographical error in the tabulation for Proposal 4 of the Votes Against.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 31, 2022, iBio, Inc. (the “Company”) reconvened its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which had previously been adjourned on December 9, 2021 and again on December 22, 2021 to allow more stockholders to consider and vote on: (i) Proposal 4–Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), at a ratio of one (1) share of Common Stock for every ten (10) shares of Common Stock (the “Reverse Stock Split”), and (ii) Proposal 5–Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to decrease, concurrent with and conditioned upon the effectiveness of the Reverse Stock Split, the number of authorized shares of the Company’s Common Stock from 275,000,000 to 55,000,000. Based on the tabulation of votes, Proposals 4 and 5 did not receive the requisite votes and did not pass. The final results received by the Company for Proposals 4 and 5 are set forth below.
As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 10, 2021, the Company’s stockholders voted at the Annual Meeting held on December 9, 2021 to approve Proposal 1 (Director Election Proposal), Proposal 2 (Auditor Ratification Proposal), Proposal 3 (Say-on Pay Proposal) and 6 (the Adjournment Proposal). The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the Commission on October 26, 2021.
Proposal 4–Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), at a ratio of one (1) share of Common Stock for every ten (10) shares of Common Stock (the “Reverse Stock Split”)
Based on the tabulation of votes, Proposal 4 did not receive the requisite votes and did not pass. The results of the voting for this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 89,131,647 | 46,381,107 | 1,467,944 | 0 |
Proposal 5–Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to decrease, concurrent with and conditioned upon the effectiveness of the Reverse Stock Split, the number of authorized shares of the Company’s Common Stock from 275,000,000 to 55,000,000
Based on the tabulation of votes, Proposal 5 did not receive the requisite votes and did not pass. The results of the voting for this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 92,855,714 | 41,924,628 | 2,200,356 | 0 |
Although approximately 65% of the shares voted (including abstentions and withheld votes) were voted in favor of Proposal 4 and approximately 68% of the shares voted (including abstentions and withheld votes) were voted in favor of Proposal 5, the Company did not have the requisite stockholder votes to approve the proposals. The Company plans to continue to work on solutions to overcome structural impediments to implementation of the will of its stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 104 | Cover Page Interactive Data File (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.
| Date: February 1, 2022 | IBIO, INC. | ||
| By: | /s/ Thomas F. Isett | ||
| Name: | Thomas F. Isett | ||
| Title: | Chief Executive Officer | ||