iBio September-quarter net loss widens to $7.55M
iBio's Amylin license carries a $750,000 upfront cash fee and up to $28 million in contingent milestone payments.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
iBio, Inc. (IBIO), a clinical-stage biotechnology company developing precision antibodies using AI, reported revenue of $1.075 million for the three months ended September 30, 2026, compared with $100,000 a year earlier; the revenue came from services for one research collaborator. Research and development expense was $6.650 million, versus $3.550 million, while net loss was $7.551 million, compared with $5.720 million. Cash used in operating activities was $9.387 million, compared with $5.665 million.
At September 30, 2026, iBio had $45.435 million in cash and cash equivalents and $31.219 million in debt securities. Management said the combined position, approximately $76.7 million, was sufficient to fund operations for at least 12 months from issuance of the financial statements. On August 27, 2026, iBio entered an exclusive worldwide Amylin license with AstralBio and paid a $750,000 upfront fee in cash on August 31. The agreement also provides for up to an aggregate of $28 million in milestone payments tied to specified developmental and commercial milestones, including net sales, as well as sublicense fees.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Minor pointCollaborator revenue increased to $1.075 million from $100,000.
Negative
- Moderate pointNet loss widened to $7.551 million from $5.720 million.
- Moderate pointOperating cash use rose to $9.387 million from $5.665 million.
Filing Explained
During the quarter, iBio’s issued and outstanding common shares rose from 55,698 thousand at the quarter's beginning to 64,307 thousand at its end, including 8,544 thousand shares issued on pre-funded warrant exercises and 65 thousand on warrant exercises. These completed issuances expand the share base and reduce existing holders’ percentage ownership, absent offsetting changes.
Key Figures
Key Terms
performance obligations financial
contract liability financial
available-for-sale financial
cashless exercise financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was IBIO's revenue for the September 2026 quarter?
How much did IBIO lose in the September 2026 quarter?
What are the payment terms of IBIO's Amylin license?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___ to ___
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark 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. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
Shares of Common Stock outstanding as of November 10, 2026:
Table of Contents
iBio, Inc.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | 3 | |
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Item 1. | Financial Statements: | |
Condensed Consolidated Balance Sheets as of September 30, 2026 (unaudited) and June 30, 2026 | 3 | |
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2026 and 2025 | 4 | |
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2026 and 2025 | 5 | |
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2026 and 2025 | 6 | |
Notes to the Condensed Consolidated Financial Statements | 7 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 48 |
Item 4. | Controls and Procedures | 48 |
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PART II. OTHER INFORMATION | 49 | |
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Item 1. | Legal Proceedings | 49 |
Item 1A. | Risk Factors | 49 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 50 |
Item 3. | Defaults Upon Senior Securities | 51 |
Item 4. | Mine Safety Disclosures | 51 |
Item 5. | Other Information | 51 |
Item 6. | Exhibits | 52 |
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SIGNATURES | 53 | |
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PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited).
iBio, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
September 30, | June 30, | |||||
2026 | 2026 | |||||
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Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable - trade, net of allowance for credit losses of $ |
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Investments in debt securities (adjusted cost $ |
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Promissory note receivable and accrued interest | | | ||||
Prepaid expenses and other current assets |
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Total Current Assets |
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Restricted cash | | | ||||
Operating lease right-of-use asset, net of accumulated amortization | | | ||||
Fixed assets, net of accumulated depreciation |
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Intangible assets, net of accumulated amortization | | | ||||
Prepaid expenses - noncurrent | — | | ||||
Security deposits | | | ||||
Total Assets | $ | | $ | | ||
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accrued expenses |
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Operating lease obligation - current portion | | | ||||
Contract liabilities | | | ||||
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Total Liabilities |
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Common Stock - $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit | ( | ( | ||||
Total Stockholders’ Equity |
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Total Liabilities and Stockholders' Equity | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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iBio, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited; in thousands, except per share amounts)
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Revenue | $ | | $ | | ||
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Operating loss |
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Other income (expense): |
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Interest expense | — | ( | ||||
Total other income | |
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Net loss before income taxes | ( | ( | ||||
Income tax expense | | | ||||
Net loss | $ | ( | $ | ( | ||
Comprehensive loss: |
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Net loss | $ | ( | $ | ( | ||
Other comprehensive loss - unrealized loss on debt securities |
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Comprehensive loss | $ | ( | $ | ( | ||
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Loss per common share - basic and diluted | $ | ( | $ | ( | ||
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Weighted-average common shares outstanding - basic and diluted - see Note 16 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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iBio, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited; in thousands)
Three Months Ended September 30, 2026
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Balance as of July 1, 2026 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Exercise of warrants | | | — | — | | |||||||||||||
Exercise of pre-funded warrants | | | — | — | — | | ||||||||||||
Share-based compensation | — | — | | — | — | | ||||||||||||
Unrealized loss on available-for-sale debt securities | — | — | — | ( | — | ( | ||||||||||||
Net loss | — | — |
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Balance as of September 30, 2026 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Three Months Ended September 30, 2025
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Balance as of July 1, 2025 | | $ | | $ | | $ | — | $ | ( | $ | | ||||||
Common stock issued | | | — | — | | ||||||||||||
Exercise of pre-funded warrants | | | — | — | — | | |||||||||||
Vesting of RSUs | — | — | — | ||||||||||||||
Share-based compensation | — | — | | — | — | | |||||||||||
Issuance of pre-funded warrants | — | — | | — | — | | |||||||||||
Unrealized loss on available-for-sale debt securities | — | — | — | ( | — | ( | |||||||||||
Net loss | — | — |
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Balance as of September 30, 2025 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
* Represents amount less than 0.5 thousand. | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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iBio, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited; in thousands)
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Cash flows from operating activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile consolidated net loss to net cash used in operating activities: |
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Share-based compensation |
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Amortization of intangible assets |
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Amortization of finance lease right-of-use assets | — | | ||||
Amortization of operating lease right-of-use assets | | | ||||
Depreciation of fixed assets |
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Accrued interest receivable on promissory note receivable | ( | ( | ||||
Amortization of premiums/(accretion of discounts) on debt securities, net | ( | ( | ||||
Changes in operating assets and liabilities: |
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Accounts receivable - trade |
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Prepaid expenses and other current assets |
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Prepaid expenses - noncurrent | | | ||||
Security deposit |
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Accounts payable |
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Accrued expenses |
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Operating lease obligations |
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Contract liabilities |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchases of debt securities | ( | ( | ||||
Redemption of debt securities | | | ||||
Purchases of fixed assets |
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Sales proceeds for fixed assets | | | ||||
Acquisition of Amylin license | ( | | ||||
Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from sales of common stock | — | | ||||
Proceeds from sales of pre-funded warrants | — | | ||||
Proceeds from the exercise of warrants for pre-funded warrants | | | ||||
Proceeds from the exercise of warrants for common stock | | | ||||
Payments made for costs to acquire capital | ( | ( | ||||
Subscription receivable | — | | ||||
Payment of equipment financing loan | — | ( | ||||
Payment of term promissory note | — | ( | ||||
Payment of finance lease obligation |
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Net cash (used in) provided by financing activities |
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Net (decrease) increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash - beginning |
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Cash, cash equivalents and restricted cash - end | $ | | $ | | ||
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Schedule of non-cash activities: |
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Unrealized loss on available-for-sale debt securities | $ | | $ | | ||
Costs to raise capital included in accrued expenses | $ | | $ | | ||
Unpaid fixed assets included in accounts payable | $ | — | $ | | ||
Supplemental cash flow information: |
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Cash paid during the year for interest | $ | — | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
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iBio, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Business
iBio, Inc. (the “Company” or “iBio”) is a clinical-stage biotechnology company leveraging the power of Artificial Intelligence (“AI”) for the development of precision antibodies against hard-to-drug targets in cardiometabolic and cardiopulmonary diseases. The core mission is to harness the potential of AI and machine learning (“ML”) to unveil novel biologics which other scientists have been unable to develop. Through the Company’s innovative AI Drug Discovery Platform, it has been able to identify differentiated molecules aimed at addressing unmet needs by current approved therapies.
The Company believes the future treatment for obesity lies not just in overall weight loss, but in the quality, durability, and tolerability of weight loss. Current interventional therapies, such as glucagon-like peptide-1 (“GLP-1”) receptor agonists have ushered in a breakthrough era, yet challenges remain: muscle loss, fat regain after treatment cessation, and long-term tolerability. The Company is developing next-generation therapies with the goal of meeting these unmet needs, by leveraging AI-guided antibody design, advanced screening technologies and deep expertise in biologics development.
The Company’s strategy is built on multiple key principles. First, the strategy aims to develop next-generation antibody therapeutics addressing limitations of currently approved treatments, offering options with the potential to preserve muscle mass, target fat selectively, and provide durable weight loss with improved tolerability. Second, the Company is prioritizing targets with strong human genetic and clinical validation, which it believes both reduces translational risk and increases the likelihood of clinical success. Third, the Company is evaluating opportunities in adjacent obesity-related indications, including cardiometabolic and cardiopulmonary conditions such as pulmonary hypertension due to heart failure with preserved ejection fraction (“PH-HFpEF”). Lastly, the Company is applying its integrated AI Drug Discovery Platform and deep scientific expertise to rapidly generate and advance development-ready biologics, enabling it to move with speed and precision in a competitive and fast-evolving field.
In essence, the Company believes it is sculpting a future where cutting-edge AI-driven biotechnology propels the discovery of intricate biologics, fostering partnerships, accelerating innovation, and propelling the advancement of science.
The current product candidate pipeline is set forth below.
Artificial Intelligence in Antibody Discovery and Development
Through the Company’s innovative AI Drug Discovery Platform, it champions a culture of innovation by identifying novel targets, forging strategic collaborations to enhance efficiency, diversify pipelines, with the goal of accelerating preclinical processes. The Company’s proprietary technology stack is designed to minimize downstream development risks by employing AI-guided epitope-steering and monoclonal antibody (“mAb”) optimization.
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The Company’s proprietary technology stack combines Epitope Steering, its patented AI engine that directs antibody binding to precisely defined regions of target proteins, increasing selectivity and therapeutic impact; StableHu, a generative AI tool that rapidly optimizes antibodies for expression, stability, and manufacturability; and mammalian display-based multidimensional screening, enabling simultaneous optimization of affinity, specificity, and half-life in a single selection step. Together, these tools power a fully integrated platform that allows the Company to go from concept to in vivo proof-of-concept within weeks, accelerating the development of first-in-class and best-in-class biologics. The Company’s EngageTx technology enables it to target bi-specific molecules.
iBio’s discovery and development work is conducted at the Company’s San Diego research and development laboratory space, where its AI and machine learning (ML) scientists and biopharma researchers operate side by side. This close integration of disciplines enables rapid iteration between in silico design and wet-lab validation, compressing the timeline from hypothesis to lead selection. With the Company’s robust platform, focused pre-clinical pipeline, and growing scientific and leadership team, its goal is to build a durable and differentiated position in obesity therapeutics—one designed to outlast the first wave and define what comes next.
Digital Infrastructure
iBio is a firm believer in the transformative power of digital technologies, including robotics, automation, AI, ML, and cloud computing. These technologies are integral to operationalizing the Company’s strategy, accelerating its learning curve, and executing at scale. As such, the Company has made substantial investments in these areas. iBio’s aspiration is to digitize its operations to the greatest extent possible, harnessing the potential of digital technology to maximize its impact on human health. As the Company continues to grow, it remains committed to further investing in its digital infrastructure to support its ambitious goals.
Strategic Alliances, Collaborations, and Joint Ventures
The Company has formed collaborations and strategic alliances to gain access to funding, capabilities, technical resources and intellectual property to further its development efforts, commercialize its technology and to generate revenues, including through the use of its patented epitope-steering AI-engine and its EngageTx platform.
2. Basis of Presentation
Interim Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company and include all normal and recurring adjustments which are necessary for a fair presentation in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim consolidated financial information and Rule 8-03 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required for complete annual consolidated financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the prior year ended June 30, 2026, filed with the SEC on August 28, 2026 (the “Annual Report”), from which the accompanying condensed consolidated balance sheet dated June 30, 2026 was derived.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2026 and the results of its operations and its cash flows for the periods presented. The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results that may be achieved for a full fiscal year and cannot be used to indicate financial performance for the entire year.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation.
Liquidity
In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, which raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.
The Company has incurred net losses and generated negative cash flows from operations for many years. For the three months ended September 30, 2026, the Company incurred a net loss of approximately $
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approximately $
Based on the total cash and cash equivalents, and investments in debt securities of approximately $
3. Summary of Significant Accounting Policies
The Company’s significant accounting policies are described in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include liquidity assertions, the valuation of intellectual property, the incremental borrowing rate utilized in the finance and operating lease calculations, legal and contractual contingencies, the valuation of the pre-funded warrants issued related to the extinguishment of a secured term loan, the valuation of the warrants issued as partial consideration related to a purchase and sales agreement, and share-based compensation. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates.
Accounts Receivable
Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for credit losses. The Company provides for allowances for credit losses based on its estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Management’s policy is to write off accounts receivable against the allowance for credit losses when a balance is determined to be uncollectible. The Company held an allowance for credit losses of approximately $
Revenue Recognition
The Company accounts for its revenue recognition under Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). A contract with a customer exists only when: (i) the parties to the contract have approved it and are committed to perform their respective obligations, (ii) the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), (iii) the Company can determine the transaction price for the goods or services to be transferred, (iv) the contract has commercial substance and (v) it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. The Company recognizes revenue when it satisfies its performance obligations by transferring control of a promised good or service to the customer. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts.
The Company analyzes its contracts to determine whether the elements can be separately identifiable and accounted for individually or as a bundle of goods or services. Allocation of revenue to individual elements that qualify for performance obligations is based on the separate selling prices determined for each component, and total contract consideration is then allocated pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors.
If a loss on a contract is anticipated, such loss is recognized in its entirety when the loss becomes evident. When the current estimates of the amount of consideration that is expected to be received in exchange for transferring promised goods or services to the customer indicates a loss will be incurred, a provision for the entire loss on the contract is made. At September 30, 2026 and June 30, 2026, the Company had
The Company generates contract revenue under the following types of contracts:
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Fixed-Fee
Under a fixed-fee contract, the Company charges a fixed agreed upon amount for a deliverable. Fixed-fee contracts have fixed deliverables upon completion of the project. Typically, the Company recognizes revenue for fixed-fee contracts after projects are completed, delivery is made and title transfers to the customer, and collection is reasonably assured.
Revenue can be recognized either 1) over time or 2) at a point in time.
Collaborations/Partnerships
The Company may enter into research and discovery collaborations with third parties that involve a joint operating activity, typically a research and/or development effort, where both parties are active participants in the activity and are exposed to the significant risks and rewards of the activity. The Company’s rights and obligations under its collaboration agreements vary and typically include milestone payments, contingent upon the occurrence of certain future events linked to the success of the asset in development, as well as expense reimbursements from or payments to the collaboration partner.
The Company considers the nature and contractual terms of agreements and assesses whether an agreement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards dependent on the commercial success of the activity as described under ASC 808, “Collaborative Arrangements” (“ASC 808”). For arrangements determined to be within the scope of ASC 808 where a collaborative partner is not a customer for certain research and development activities, the Company accounts for payments received for the reimbursement of research and development costs as a contra-expense in the period such expenses are incurred. If payments from the collaborative partner to the Company represent consideration from a customer in exchange for distinct goods and services provided, then the Company accounts for those payments within the scope of ASC 606.
Collaborative revenues generated typically include payment to the Company related to one or more of the following: non-refundable upfront license fees, development and commercial milestones, and partial or complete reimbursement of research and development costs.
For the three months ended September 30, 2026, revenue in the amount $
Contract Assets
A contract asset is an entity’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. Generally, an entity will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment.
Contract assets consist primarily of the cost of project contract work performed by third parties whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At September 30, 2026, June 30, 2026 and June 30, 2025, contract assets were $
Contract Liabilities
A contract liability is an entity’s obligation to transfer goods or services to a customer at the earlier of (1) when the customer prepays consideration or (2) the time that the customer’s consideration is due for goods and services the entity will yet provide. Generally, an entity will recognize a contract liability when it receives prepayment.
Contract liabilities consist primarily of consideration received, usually in the form of payment, on project work to be performed whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At September 30, 2026, June 30, 2026 and June 30, 2025 contract liabilities were $
Leases
The Company accounts for leases under the guidance of ASC 842, Leases. The standard established a right-of-use (“ROU”) model requiring a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and
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classified as either an operating or finance lease. The adoption of ASC 842 had a significant effect on the Company’s balance sheet, resulting in an increase in noncurrent assets and both current and noncurrent liabilities.
In accordance with ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration and to account for the lease and non-lease components as a single lease component.
The lease liability and the corresponding ROU assets are recorded based on the present value of lease payments over the expected remaining lease term. The implicit rate within the Company’s existing finance (capital) lease was determinable and, therefore, used at the adoption date of ASC 842 to determine the present value of lease payments under the finance lease. The implicit rate within the Company’s operating lease was not determinable and, therefore, the Company used the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgement. The Company will determine the incremental borrowing rate for each new lease using its estimated borrowing rate.
An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain the Company will exercise that option. An option to terminate is considered unless it is reasonably certain the Company will not exercise the option.
Cash, Cash Equivalents and Restricted Cash
The Company considers money market funds and other highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash consists of a letter of credit obtained related to the San Diego operating lease (see Note 14 – Operating Lease Obligations) and a Company purchasing card. The Company’s bank requires an additional
The following table summarizes the components of total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows (in thousands):
September 30, | June 30, | |||||
2026 | 2026 | |||||
Cash and cash equivalents | | $ | | $ | | |
Collateral held for letter of credit - San Diego lease | | | ||||
Collateral held for Company purchasing card | | | | |||
Total cash, cash equivalents and restricted cash | | $ | | $ | | |
The collateral held for the letter of credit for the San Diego lease and the Company purchasing card are classified as noncurrent on the condensed consolidated balance sheets at September 30, 2026 and June 30, 2026.
Investments in Debt Securities
Investments in debt securities, which consist of government issued treasury bills, treasury notes, government sponsored discount notes, corporate bonds, and certificates of deposits are classified as available-for-sale. These debt securities are classified as available-for-sale securities at the time of purchase as they represent funds readily available for current operations, and the Company has the ability to liquidate them at any time to meet operating cash needs, if necessary. Discounts and premiums paid when the debt securities are acquired are accreted/amortized to interest income over the terms of the debt securities.
Available-for-sale debt securities are recorded at fair value based on publicly available market information, with changes in fair value recognized as unrealized gains or losses in accumulated other comprehensive income. For available-for-sale debt securities in an unrealized loss position, the Company evaluates whether a current expected credit loss exists based on publicly available market information. Expected credit losses are recorded in other income (expense) on the condensed consolidated statements of operations and comprehensive loss.
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There were
Research and Development
Internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved.
Finance Lease Right-of-Use (“ROU”) Assets
Assets held under the terms of finance (capital) leases are amortized on a straight-line basis over the terms of the leases or the economic lives of the assets. Obligations for future lease payments under finance (capital) leases are shown within liabilities and are analyzed between amounts falling due within and after one year. See Note 8 – Finance Lease ROU Assets and Note 13 – Finance Lease Obligations for additional information.
Fixed Assets
Fixed assets are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from
The Company monitors fixed assets for impairment indicators throughout the year. When necessary, charges for impairments of long-lived assets are recorded for the amount by which the fair value is less than the carrying value of these assets. Changes in the Company’s business strategy or adverse changes in market conditions could impact impairment analyses and require the recognition of an impairment charge. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates.
See Note 10 – Fixed Assets for additional information.
Intangible Assets
Identifiable intangible assets are comprised of definite life intangible assets and indefinite-life intangible assets.
The Company accounts for definite life intangible assets at either their historical cost or allocated purchase price at asset acquisition and records amortization utilizing the straight-line method based upon their estimated useful lives. Intellectual property is amortized over
For indefinite-life intangible assets, the Company performs an impairment test annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company determines the fair value of the asset annually or when triggering events are present, based on discounted cash flows and records an impairment loss if book value exceeds fair value.
Evaluating for impairment requires judgment, including the estimation of future cash flows, future growth rates and profitability and the expected life over which cash flows will occur. Changes in the Company’s business strategy or adverse changes in market conditions could impact impairment analyses and require the recognition of an impairment charge. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates.
See Note 11 – Intangible Assets for additional information.
Share-based Compensation
The Company recognizes the cost of all share-based payment transactions at fair value. Compensation cost, measured by the fair value of the equity instruments issued, adjusted for estimated forfeitures, is recognized in the financial statements as the respective awards are earned over the performance period. The Company uses historical data to estimate forfeiture rates.
The impact that share-based payment awards will have on the Company’s results of operations is a function of the number of shares awarded, the trading price of the Company’s stock at the date of grant or modification, the vesting schedule and forfeitures. Furthermore,
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the application of the option pricing model employs weighted-average assumptions for expected volatility of the Company’s stock, expected term until exercise of the options, the risk-free interest rate, and dividends, if any, to determine fair value.
Expected volatility is based on historical volatility of the Common Stock; the expected term until exercise represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company has not paid any dividends since its inception and does not anticipate paying any dividends for the foreseeable future, so the dividend yield is assumed to be
Concentrations of Credit Risk
Cash
The Company maintains principally all cash balances in four financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the strength of the financial institution. The Company has not incurred any losses on these accounts. At September 30, 2026, amounts in excess of insured limits were approximately $
Revenue
During the three months ended September 30, 2026, the Company reported revenue for services provided to
Segment Reporting
The Company accounts for segments under ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).
The Company operates as
Recently Adopted Accounting Pronouncements
Effective July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which introduces a practical expedient that allows entities to assume that current conditions at the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This eliminates the need to incorporate macroeconomic forecasts for short-term receivables. The adoption of ASU 2025-05 did not have a significant impact on its condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB ASC. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the SEC’s regulations. The ASU has an unusual effective date and transition requirements since it is contingent on future SEC rule setting. If the SEC fails to enact required changes by June 30, 2027, this ASU is not effective for any entities. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
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In November 2024, the FASB issued ASU 2024-03, “Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026 (fiscal year beginning July 1, 2027 for the Company) and for interim periods within fiscal years beginning after December 15, 2027 (quarter ended September 30, 2028 for the Company). Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270. This ASU requires a comprehensive list of interim disclosures to provide clarity about the current requirements, and includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU further clarifies the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 (quarter ended September 30, 2028 for the Company). The amendment can be applied using the prospective or retrospective transition approach for any or all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements.” Thirty-three issues are addressed in this ASU covering technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods (quarter ended September 30, 2027 for the Company). If an entity adopts the ASU in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. The amendment can be applied using the prospective or retrospective transition approach for any or all prior periods presented in the financial statements and an entity may elect the transition method on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.
4. Financial Instruments and Fair Value Measurement
The carrying values of cash and cash equivalents, restricted cash, subscription receivable, accounts receivable, and accounts payable in the Company’s condensed consolidated balance sheets approximated their fair values as of September 30, 2026 and June 30, 2026 due to their short-term nature. The carrying value of the promissory note receivable approximated its fair value as of September 30, 2026 and June 30, 2026 as the interest rate related to the financial instrument approximated market.
The Company accounts for its investments in debt securities at fair value using Level 1 and Level 2 inputs (see Note 6 – Investments in Debt Securities for additional information). The following provides a description of the three levels of inputs that may be used to measure fair value under the standard, the types of plan investments that fall under each category, and the valuation methodologies used to measure these investments at fair value:
| • | Level 1 – Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. |
| • | Level 3 – Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). |
The Company's Level 2 investments, which consist of certificates of deposit, corporate debt securities, and money market/cash-equivalent instruments, are valued using a market approach based on observable inputs obtained from a third-party pricing service. These inputs include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, benchmark yields, reported trades, and other observable market-corroborated data. The Company did not adjust the prices obtained from the pricing service. There were no transfers between levels of the fair value hierarchy during the periods presented.
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Assets measured at fair value on a recurring basis are as follows (in thousands):
September 30, 2026 | ||||||||||||
Fair Value Hierarchy | ||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Fair Value | |||||||||
Assets: | ||||||||||||
Cash equivalents (1) | $ | | $ | — | $ | — | $ | | ||||
U.S. Government agency securities | | — | — | | ||||||||
Certificates of deposits | — | | — | | ||||||||
Corporate debt securities | — | | — | | ||||||||
Total financial assets | $ | | $ | | $ | — | $ | | ||||
(1) Cash equivalents include short-term investments in U.S. Government agency issued securities (Level 1). | ||||||||||||
5. Significant Transactions
AstralBio License Agreements
Exclusive License Agreement (Myostatin Target): Pursuant to a collaboration between the Company and AstralBio, Inc. (“AstralBio”), on December 31, 2024, the Company exercised its first option and entered into an exclusive agreement related to myostatin (the “Myostatin License Agreement”) with AstralBio, pursuant to which AstralBio licensed to the Company, on a worldwide exclusive basis and with the right to grant sublicenses, the AstralBio Licensed Patents (as defined in the Myostatin License Agreement) and AstralBio Licensed Know-How (as defined in the Myostatin License Agreement) to develop, manufacture and commercialize and otherwise exploit any product directed to growth differentiation factor 8 (“GDF8”) (myostatin) that contains the licensed antibody targeting myostatin, now named IBIO-600, for research, diagnosis, treatment, prevention, or management of any disease or medical condition. (See Note 11 – Intangible Assets for additional information.) The Company is solely responsible for all decisions related to the launch, sales and marketing and promotion of IBIO-600 in its discretion, subject to the terms of the License Agreement, and for all costs for all activities related to the development, manufacture and commercialization of IBIO-600 worldwide. IBIO-600 was identified by AstralBio using iBio’s proprietary technology stack and was designed for subcutaneous administration with the potential for an extended half-life.
In consideration for the rights and licenses granted by AstralBio to the Company in the Myostatin License Agreement, the Company paid AstralBio (i) an upfront license fee in the amount of $
Exclusive License Agreement (Activin E): On April 21, 2025, the Company entered into an exclusive agreement related to Activin E (the “Activin E License Agreement”) with AstralBio, pursuant to which AstralBio licensed to the Company, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Activin E License Agreement) and AstralBio Licensed Know-How (as defined in the Activin E License Agreement) to develop, manufacture and commercialize and otherwise exploit any product directed to Activin E that contains the licensed antibody targeting Activin E, now named IBIO-610, for research, diagnosis, treatment, prevention, or management of any disease or medical condition. (See Note 11 – Intangible Assets for additional information.) IBIO-610 was identified by AstralBio using the Company’s proprietary technology stack and was designed for subcutaneous administration with the potential for an extended half-life.
The Company is solely responsible for all decisions related to the launch, sales and marketing and promotion of IBIO-610 in its discretion, subject to the terms of the Activin E License Agreement, and for all costs for all activities related to, the development, manufacture and commercialization of IBIO-610 worldwide. In consideration for the rights and licenses granted by AstralBio to the Company in the Activin E License Agreement, the Company paid AstralBio (i) an upfront license fee in the amount of $
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thirty days of the effective date of the Activin E License Agreement, which was paid by using a one-time credit equal to $
Exclusive License Agreement (Amylin): On August 27, 2026, the Company entered into an exclusive license agreement related to Amylin (the “Amylin License Agreement”) with AstralBio, pursuant to which AstralBio has licensed to the Company, on a worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Amylin License Agreement) and AstralBio Licensed Know-How (as defined in the Amylin License Agreement) the right to Develop, Manufacture and Commercialize and otherwise exploit any product directed to Amylin that contains the licensed antibody targeting Amylin, for research, diagnosis, treatment, prevention, or management of any disease or medical condition worldwide (the “Amylin Licensed Product”). All capitalized terms herein have the definitions assigned to them in the Amylin License Agreement unless otherwise defined herein.
The Company is solely responsible for all decisions related to the launch, sales and marketing and promotion of Amylin Licensed Product in its discretion, subject to the terms of the Amylin License Agreement, and for all costs for all activities related to, the Development, Manufacture and Commercialization of the Amylin Licensed Product worldwide. In consideration for the rights and licenses granted by AstralBio to the Company in the Amylin License Agreement, the Company agreed to pay AstralBio (i) an upfront license fee in the amount of $
Affiliates of Eastern Capital Limited
On November 1, 2021, the Company and its subsidiary, iBio CDMO LLC (“iBio CDMO”, and collectively with the Company, the “Purchaser”) entered into a series of agreements (the “Transaction”) with College Station Investors LLC (“College Station”), and Bryan Capital Investors LLC (“Bryan Capital” and, collectively with College Station, “Seller”), each affiliates of Eastern Capital Limited (“Eastern,” a former significant stockholder of the Company) whereby in exchange for a certain cash payment and a warrant the Company:
| (i) | acquired both the manufacturing facility (the “Facility”) where iBio CDMO at that time conducted business and also the rights as the tenant in the Facility’s ground lease; |
| (ii) | acquired all of the equity owned by one of the affiliates of Eastern in the Company and iBio CDMO; and |
| (iii) | otherwise terminated all agreements between the Company and the affiliates of Eastern. |
The Facility was a life sciences building located on land owned by the Board of Regents of the Texas A&M University System (“Texas A&M”) and was designed and equipped for the manufacture of plant-made biopharmaceuticals. iBio CDMO had held a sublease for the Facility through 2050, subject to extension until 2060 (the “Sublease”) until the consummation of the sale of the Facility.
The Purchase and Sale Agreement
On November 1, 2021, the Purchaser entered into a purchase and sale agreement (the “PSA”) with the Seller pursuant to which: (i) the Seller sold to Purchaser all of its rights, title and interest as the tenant in the ground lease that it entered into with Texas A&M (the “Ground Lease”) related to the land at which the Facility is located together with all improvements pertaining thereto (the “Ground Lease Property”). The total purchase price for the Ground Lease Property, the termination of the Sublease and other agreements among
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the parties, and the equity described below is $
In the fiscal year ended June 30, 2024, the assets acquired were sold and the Ground Lease Agreement was terminated.
The Credit Agreement
In connection with the PSA, iBio CDMO entered into a Credit Agreement, dated November 1, 2021, with Woodforest National Bank (“Woodforest”) (the “Credit Agreement”) pursuant to which Woodforest provided iBio CDMO a $
The Warrant
As part of the consideration for the purchase and sale of the rights set forth above, the Company issued Bryan Capital a Warrant to purchase up to
RubrYc
On August 23, 2021, the Company entered into a series of agreements with RubrYc Therapeutics, Inc. (“RubrYc”) described in more detail below:
Collaboration and License Agreement
The Company entered into a collaboration and licensing agreement (the “RTX-003 License Agreement”) with RubrYc to further develop RubrYc’s immune-oncology antibodies in its RTX-003 campaign. The RTX-003 License Agreement was terminated when the Company acquired substantially all of the assets of RubrYc in September 2022.
Collaboration, Option and License Agreement
The Company entered into an agreement with RubrYc (the “Collaboration, Option and License Agreement”) to collaborate for up to
Stock Purchase Agreement
In connection with the entry into the Collaboration, Option and License Agreement and RTX-003 License Agreement, the Company also entered into a Stock Purchase Agreement (“Stock Purchase Agreement”) with RubrYc whereby the Company purchased a total of
The Company accounted for the agreements as an asset purchase and allocated the purchase price of $
Preferred stock | | $ | |
Intangible assets | | ||
Prepaid expenses | | | |
| $ | |
On September 16, 2022, the Company entered an asset purchase agreement with RubrYc (the “Asset Purchase Agreement”) pursuant to which it acquired substantially all of the assets of RubrYc. The Company issued
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period and incurred transaction costs totaling $
Subsequently after the Company acquired substantially all of the assets of RubrYc in September 2022, RubrYc ceased its operations in June 2023. The Company recorded an impairment of the investment in the amount of $
The Company accounted for the agreements as an asset purchase and allocated the purchase price of approximately $
Intangible assets | | $ | |
Fixed assets | | | |
| $ | |
In addition, the Company assumed
RubrYc Developmental Milestone
Under the Asset Purchase Agreement, the Company agreed to make potential additional payments of up to $
During the fourth quarter of fiscal year 2026, the Company achieved
6. Investments in Debt Securities
Investments in debt securities consist of AA and A rated government issued treasury bills, treasury notes, government sponsored discount notes, corporate bonds, and certificates of deposits bearing interest at rates from
September 30, | June 30, | |||||
2026 | 2026 | |||||
Adjusted cost | | $ | | $ | | |
Net unrealized losses | | ( | ( | |||
Fair value | | $ | | $ | | |
The fair value of available-for-sale debt securities, by contractual maturity, as of September 30, 2026, was as follows (in thousands):
Fiscal period ending on September 30: | | Fair Value | |
2027 | | $ | |
2028 | | ||
2029 | | ||
| $ | | |
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Net accretion of discounts on the debt securities purchased amounted to approximately $
7. Promissory Note Receivable
On June 19, 2023, the Company was issued a promissory note (the “Note”) by Safi Biotherapeutics, Inc. (“Safi”) in the principal amount of $
On August 29, 2024, the Company received a payment from Safi of approximately $
On June 17, 2025, the Company and Safi agreed to extend the maturity date of the Note to June 19, 2026. Safi paid the Company approximately $
On May 7, 2026, the Company entered into a letter agreement with Safi, pursuant to which the Company and Safi agreed to a second extension of the maturity date of the Note to June 19, 2027. Safi paid the Company approximately $
For the three months ended September 30, 2026 and 2025, interest income amounted to $
See Note 21 – Subsequent Events for additional information.
8. Finance Lease ROU Assets
The Company assumed
Amortization of finance lease ROU assets was approximately $
9. Operating Lease ROU Asset
San Diego, California
On September 10, 2021, the Company entered into a lease for approximately
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10. Fixed Assets
The following table summarizes by category the gross carrying value and accumulated depreciation of fixed assets (in thousands):
| September 30, | | June 30, | |||
2026 | 2026 | |||||
Building and improvements | $ | | $ | | ||
Machinery and equipment |
| |
| | ||
Office equipment and software | | | ||||
Construction in progress |
| — |
| | ||
| | |||||
Accumulated depreciation | ( | ( | ||||
Net fixed assets | $ | | $ | | ||
Depreciation expense reported was approximately $
11. Intangible Assets
On August 23, 2021, the Company entered into a series of agreements with RubrYc (see Note 5 – Significant Transactions for additional information) whereby the Company, in exchange for a $
On September 16, 2022, the Company entered into an Asset Purchase Agreement with RubrYc pursuant to which it acquired substantially all of the assets of RubrYc. The assets acquired included the patented AI drug discovery platform, all rights with no future milestone payments or royalty obligations, to IBIO-101, in addition to five preclinical assets plus a PD-1 agonist.
On December 31, 2024, the Company entered into the Myostatin License Agreement with AstralBio (see Note 5 – Significant Transactions for additional information) pursuant to which AstralBio licensed to the Company, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents and AstralBio Licensed Know-How to Develop, Manufacture and Commercialize and otherwise exploit IBIO-600 for research, diagnosis, treatment, prevention, or management of any disease or medical condition. The Myostatin License Agreement will remain in effect at all times and thereafter, unless and until terminated earlier pursuant to the Myostatin License Agreement. The Company accounted for this license as an indefinite-lived intangible asset.
On April 21, 2025, the Company entered into the Activin E License Agreement with AstralBio (see Note 5 – Significant Transactions for additional information) pursuant to which AstralBio licensed to the Company, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents and AstralBio Licensed Know-How to Develop, Manufacture and Commercialize and otherwise exploit IBIO-610 for research, diagnosis, treatment, prevention, or management of any disease or medical condition. The Activin E License Agreement will remain in effect at all times and thereafter, unless and until terminated earlier pursuant to the Activin E License Agreement. The Company accounted for this license as an indefinite-lived intangible asset.
Initiated during second quarter of fiscal year 2026, the Company actively marketed and identified potential partners for IBIO-101 and the other oncology programs acquired from RubrYc due to the Company’s therapeutic focus shift to precision antibodies in the cardiometabolic and obesity space. The market data collected indicated the full carrying value of IBIO-101 may not be recoverable. Accordingly, the Company engaged a third party to perform a valuation and concluded the fair value to be approximately $
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During the third quarter of fiscal year 2026, the Company ceased its marketing efforts due to lack of strategic interest, and the Company shifted its focus to the development of hard-to-drug precision antibodies for obesity, cardiometabolic, and cardiopulmonary diseases, the Company fully impaired the remaining $
On August 27, 2026, the Company entered into the Amylin License Agreement with AstralBio (see Note 5 – Significant Transactions for additional information) pursuant to which AstralBio licensed to the Company, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents and AstralBio Licensed Know-How to Develop, Manufacture and Commercialize and otherwise exploit Program Targets for the Amylin Target for research, diagnosis, treatment, prevention, or management of any disease or medical condition. The Amylin License Agreement will remain in effect at all times and thereafter, unless and until terminated earlier pursuant to the Amylin License Agreement. The Company accounted for this license as an indefinite-lived intangible asset.
There were
The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands):
| | June 30, | | | | | September 30, | ||||||||
2026 | Amortization | Additions | Impairments | 2026 | |||||||||||
Intellectual property – gross carrying value | $ | | $ | — | $ | — | $ | — | $ | | |||||
Intellectual property – accumulated amortization |
| ( |
| ( |
| — |
| — |
| ( | |||||
Total definite lived intangible assets | | ( | — | — | | ||||||||||
Intellectual property – indefinite lived | — | — | — | — | | ||||||||||
Licenses – indefinite lived | | — | | — | | ||||||||||
Total net intangibles | $ | | $ | ( | $ | | $ | — | $ | | |||||
Amortization expense was approximately $
See Note 3 - Summary of Significant Accounting Policies and Note 4 – Financial Instruments and Fair Value Measurement for additional information.
12. Debt
Equipment Financing
On October 12, 2022, the Company entered into an equipment financing master lease agreement and a lease supplement whereby $
Credit and Security Agreement
On January 16, 2024, the Company entered into a credit and security agreement (the “Credit and Security Agreement”) with Loeb Term Solutions LLC (“Lender”), for a term loan or equipment line of credit loan (the “Loan”) pursuant to which the Company issued to Lender a term promissory note in the principal amount of $
The 2024 Term Note provided for monthly payments of principal and interest based on a four-year amortization period, with a balloon payment of all principal, accrued interest and any other amounts due on the two-year anniversary of the 2024 Term Note. The Credit and Security Agreement granted to Lender a security interest in substantially all of the Company’s assets other than any intellectual property related to any of the Company’s filed patents (the “Loeb Collateral”) to secure the Company’s obligations under the 2024 Term Note. The 2024 Term Note was subject to a prepayment fee of:
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The Company’s obligations to Lender under the 2024 Term Note and Credit Security Agreement were further secured by a validity guarantee, dated January 16, 2024 (the “Validity Guarantee”), executed by Dr. Martin Brenner and Felipe Duran in their individual capacity (the “Indemnitors”) for the benefit of Lender. The Validity Guarantee provides that the Indemnitors will indemnify the Lender from any loss or damage, including any actual, consequential or incidental loss or damage, suffered by Lender as a result of, or arising out of, among other things, any willful or intentional misrepresentation or gross negligence by the Company in connection with the Loan and any acts of fraud, conversion, misappropriation or misapplication of funds or proceeds of any Loeb Collateral by the Company or the Indemnitors.
The Credit and Security Agreement contained customary events of default. If an event of default occurred, the 2024 Term Note provided that regardless of whether the Lender elects to accelerate the maturity of the 2024 Term Note, the entire principal remaining unpaid hereunder shall thereafter bear interest at the rate equal to the
The financing was payable in
13. Finance Lease Obligations
Equipment
The Company assumed
The following tables present the components of lease expense and supplemental balance sheet information related to the finance lease obligation (in thousands).
| Three Months Ended | Three Months Ended | ||||
September 30, 2026 | September 30, 2025 | |||||
Finance lease cost: |
| | | |||
Amortization of ROU assets | $ | | $ | | ||
Interest on lease liabilities |
| |
| | ||
Total lease cost | $ | | $ | | ||
| |
| | |||
Other information: |
| |
| | ||
Cash paid for amounts included in the measurement lease liabilities: |
| |
| | ||
Financing cash flows from finance lease obligations | $ | | $ | | ||
14. Operating Lease Obligations
San Diego
On September 10, 2021, the Company entered into the San Diego Lease. Terms of the lease include the following:
| ● | The length of term of the lease is |
| ● | The lease commencement date is September 16, 2022. |
| ● | The monthly rent for the first year of the lease is $ |
| ● | The lease provides for a base rent abatement for months two through five in the first year of the lease. |
| ● | The landlord providing a tenant improvement allowance of $ |
| ● | The Company is responsible for other expenses such as electric, janitorial, etc. |
| ● | The Company opened an irrevocable letter of credit in the amount of $ |
As discussed above, the lease provides for scheduled increases in base rent and scheduled rent abatements. Rent expense is charged to operations using the straight-line method over the term of the lease which results in rent expense being charged to operations at inception of the lease in excess of required lease payments. This excess (formerly classified as deferred rent) is shown as a reduction of the
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operating lease right-of-use asset in the accompanying condensed consolidated balance sheet. Rent expense for the San Diego facility commenced in fiscal year 2022, when the Company began making improvements to the facility.
The following tables present the components of lease expense and supplemental balance sheet information related to the operating lease obligation (in thousands):
Three Months Ended | Three Months Ended | |||||
September 30, 2026 | September 30, 2025 | |||||
Operating lease cost: | $ | | $ | | ||
Total lease cost | $ | | $ | | ||
| |
| | |||
Other information: |
| |
| | ||
Cash paid for amounts included in the measurement lease liability: |
| |
| | ||
Operating cash flows from operating lease | $ | | $ | | ||
Operating cash flows from operating lease obligation | $ | | $ | | ||
September 30, | June 30, | |||||
2026 | 2026 | |||||
Operating lease ROU assets | $ | | $ | | ||
Operating lease obligations - current portion | $ | | $ | | ||
Operating lease obligations - noncurrent portion | $ | | $ | | ||
Weighted average remaining lease term - operating leases |
| years |
| |||
Weighted average discount rate - operating lease obligations |
| | % |
| | |
Future minimum payments under the operating lease obligation are as follows (in thousands):
Fiscal period ending on September 30: | | Principal | | Imputed Interest | | Total | |||
2027 | $ | | $ | | $ | | |||
2028 | | | | ||||||
2029 |
| |
| |
| | |||
2030 |
| |
| |
| | |||
Total minimum lease payments |
| | $ | | $ | | |||
Less: current portion |
| ( |
| |
| | |||
Long-term portion of minimum lease obligation | $ | |
| |
| | |||
15. Stockholders’ Equity
Preferred Stock
The Company’s Board is authorized to issue, at any time, without further stockholder approval, up to
Series 2022 Convertible Preferred Stock (“Series 2022 Preferred”)
On May 9, 2022, the Company’s Board created the Series 2022 Preferred, par value $
Common Stock
The number of authorized shares of the Company’s Common Stock is
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Recent issuances of Common Stock include the following:
Wainwright Underwriting
On December 6, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”). Pursuant to the Underwriting Agreement, the Company agreed to sell to Wainwright, in a firm commitment underwritten offering (the “2022 Offering”) (i)
Wainwright acted as the sole book-running manager for the 2022 Offering. The Company paid Wainwright an underwriting discount equal to
A holder of the 2022 Pre-Funded Warrants and the 2022 Warrants may not exercise any portion of such holder’s 2022 Pre-Funded Warrants or the 2022 Warrants to the extent that the holder, together with its affiliates, would beneficially own more than
On December 6, 2024, all Series B Warrants that were not exercised prior to such date expired.
The Company also agreed to issue to Wainwright, as the representative of the underwriters, warrants (the “Representative’s Warrants”) to purchase a number of shares of Common Stock equal to
The Company received net proceeds of approximately $
2023 Securities Purchase Agreement
On December 7, 2023, the Company closed a public offering (the “2023 Offering”) after it entered into a securities purchase agreement, dated December 5, 2023 (the “2023 Securities Purchase Agreement”) with certain purchasers identified on the signature pages of the 2023 Securities Purchase Agreement, pursuant to which the Company sold, in the 2023 Offering, (i)
A holder of the 2023 Pre-Funded Warrants and the Common Warrants may not exercise any portion of such holder’s 2023 Pre-Funded Warrants or the Common Warrants to the extent that the holder, together with its affiliates, would beneficially own more than
The Company paid the Placement Agents an aggregate cash fee equal to
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between the Company and the Placement Agents (the “Placement Agency Agreement”), the Company also reimbursed the Placement Agents for their accountable offering-related legal expenses in an amount up to $
The Company received net proceeds of approximately $
On December 7, 2025, all Series C Common Warrants that were not exercised prior to such date expired.
2024 Securities Purchase Agreement
On March 26, 2024, the Company entered into a securities purchase agreement (the “2024 Securities Purchase Agreement”) with several institutional investors and an accredited investor (the “Securities Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of the following securities for gross proceeds of approximately $
A holder of the 2024 Pre-Funded Warrants and the Series E Warrants may not exercise any portion of such holder’s 2024 Pre-Funded Warrants or the Series E Warrants to the extent that the holder, together with its affiliates, would beneficially own more than
The 2024 Pre-Funded Warrants are exercisable at any time after their original issuance, subject to the beneficial ownership limitation (as described above) and will not expire until exercised in full. The exercise price and number of shares of Common Stock issuable upon exercise of the 2024 Pre-Funded Warrants and Series E Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s Common Stock and the exercise price.
If at the time of exercise on a date that is after the Initial Exercise Date, there is no effective registration statement or the prospectus contained therein is not available for the issuance of shares of Common Stock to the holders of the Series E Warrants, the Series E Warrants may be exercised, in whole or in part, at such time by means of a “cashless exercise.” If at the time of exercise on a date that is after the 60th day anniversary of the Initial Exercise Date, there is no effective registration statement or the prospectus contained therein is not available for the issuance of shares of Common Stock to the holders of 2024 Pre-Funded Warrants, the 2024 Pre-Funded Warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise.”
Pursuant to the 2024 Securities Purchase Agreement, the Company agreed to prepare and file a registration statement with the SEC registering the resale of the shares of Common Stock issued to the Securities Purchasers in the Private Placement and the shares underlying the 2024 Pre-Funded Warrants and the Series E Warrants no later than
The Private Placement closed on April 1, 2024 at which time the Company received net proceeds of approximately $
Chardan Capital Markets, LLC served as the exclusive placement agent in connection with the Private Placement and was paid (i) a cash fee equal to
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ATM Agreement
On July 3, 2024, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Chardan Capital Markets, LLC (“Chardan”) and Craig-Hallum Capital Group LLC (“Craig-Hallum,” together with Chardan, the “Sales Agents”) providing for the issuance and sale by the Company of its Common Stock, from time to time, through the Sales Agents, with certain limitations on the amount of Common Stock that may be offered and sold by the Company as set forth in the ATM Agreement. Offers and sales of shares of Common Stock by the Company, if any, under the ATM Agreement, are subject to the Company’s shelf registration statement on Form S-3, filed with the SEC on July 3, 2024 which became effective on August 6, 2024.
On February 23, 2026, the Company provided notice terminating the ATM Agreement. Under the terminated ATM Agreement,
2025 Securities Purchase Agreement
On January 10, 2025, the Company entered into a securities purchase agreement (the “2025 Purchase Agreement”) with certain of the Company’s officers and directors (the “Investors”), pursuant to which the Company issued and sold to the Investors an aggregate of
The 2025 Private Placement closed on January 10, 2025. The Company received aggregate gross proceeds of approximately $
AstralBio Myostatin License Agreement
Pursuant to the Myostatin License Agreement with AstralBio,
Inducement of Existing Warrants
On April 29, 2025, the Company entered into an inducement agreement (the “Inducement Agreement”) with holders (the “Holders”) of certain existing warrants (the “Existing Warrants), wherein the Holders agreed to exercise certain Existing Warrants to purchase up to
The Inducement Warrants have an exercise price of $
The Company may not effect the exercise of certain Inducement Warrants, and the applicable holder will not be entitled to exercise any portion of any such Inducement Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder of such Inducement Warrant (together with its affiliates) to exceed
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election of the holder,
Leerink Underwritten Offering
On August 19, 2025, the Company entered into an underwriting agreement (the “2025 Underwriting Agreement”) with Leerink Partners LLC (“Leerink”), as representative of the underwriters, relating to the offering, issuance and sale of pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to an aggregate of
A holder of the 2025 Pre-Funded Warrants, the Series G Warrants and the Series H Warrants may not exercise any portion of such holder’s 2025 Pre-Funded Warrants, Series G Warrants or Series H Warrants to the extent that the holder, together with its affiliates, would beneficially own more than
Each 2025 Pre-Funded Warrant and the pre-funded warrants issuable upon exercise of the Series G Warrants or Series H Warrants have an exercise price per share of Common Stock equal to $
The Company evaluated the 2025 Offering under both ASC 480 and ASC 815-40 to determine if the warrants issued met all of the conditions for equity classification. The Company determined that the warrants met all of the conditions as the warrants issued were indexed to the Company’s own stock and met the fixed-for-fixed criteria. As such, the 2025 Offering was classified in additional paid-in capital and is not subject to re-measurement.
The aggregate proceeds from the 2025 Offering were approximately $
On April 8, 2026, the Company issued a press release announcing (the “Public Announcement”) that it received CTN acknowledgement from Australia’s Therapeutic Goods Administration and ethics approval from a Human Research Ethics Committee, enabling the initiation of a first-in-human clinical trial of IBIO-600 in Australia. As a result of the Public Announcement, all outstanding Series G Warrants expired at 5:00 p.m. (New York City time) on May 20, 2026.
The Company received net proceeds of $
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Pre-Funded Warrants and Series H Warrants. The Company may receive up to an aggregate of $
2026 Securities Purchase Agreement
On January 8, 2026, the Company entered into a securities purchase agreement (the “2026 Purchase Agreement”) with certain institutional investors (the “2026 Investors”), pursuant to which the Company issued and sold to the 2026 Investors, in a private placement priced at-the-market consistent with the rules of Nasdaq (the “2026 Private Placement”) an aggregate of
The 2026 Private Placement closed on January 13, 2026. The Company received aggregate gross proceeds from the 2026 Private Placement of approximately $
The 2026 Pre-Funded Warrants are exercisable at any time after their date of issuance and will not expire until exercised in full. The 2026 Pre-Funded Warrants provide that a holder of 2026 Pre-Funded Warrants will not have the right to exercise any portion of its 2026 Pre-Funded Warrants if such holder, together with its affiliates, and any other party whose holdings would be aggregated with those of the holder for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of
The Company evaluated the 2026 Purchase Agreement under both ASC 480 and ASC 815-40 to determine if the warrants issued met all of the conditions for equity classification. The Company determined that the warrants met all of the conditions as the warrants issued were indexed to the Company’s own stock and met the fixed-for-fixed criteria. As such, the 2026 Purchase Agreement was classified in additional paid-in capital and is not subject to re-measurement.
2026 ATM Agreement
On February 27, 2026, the Company entered into an Open Market Sale AgreementSM (the “2026 ATM Agreement”) with Jefferies LLC (“Jefferies”) providing for the sale by the Company of its shares of Common Stock, from time to time, through or to Jefferies in an at-the-market offering program as set forth in the 2026 ATM Agreement.
Offers and sales of shares of Common Stock by the Company, if any, under the 2026 ATM Agreement, will be made pursuant to Company’s shelf registration statement on Form S-3 (File No. 333-293864), filed with the SEC on February 27, 2026 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective on March 6, 2026, and the ATM prospectus included therein related to the offer and sale of up to $
Pursuant to the 2026 ATM Agreement, the Company will set the parameters for the sale of shares of Common Stock, including the number of shares of Common Stock to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the 2026 ATM Agreement, Jefferies may sell the shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on the Nasdaq Capital Market or on any other existing trading market for the Common Stock, or in a block transaction. In addition, with the Company’s prior approval, Jefferies may also sell shares in privately negotiated transactions in compliance with any applicable rules of the Nasdaq Stock Market.
The 2026 ATM Agreement provides that the Company will pay Jefferies a commission for its services in acting as agent of up to
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ATM Agreement, excluding any period during which a suspension is in effect, (i) an additional $
The offering of shares of Common Stock pursuant to the 2026 ATM Agreement will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the 2026 ATM Agreement, or (ii) termination of the 2026 ATM Agreement as permitted therein by the Company or Jefferies.
Exercise of Stock Options
Vesting of Restricted Stock Units “RSUs”
Warrants
Bryan Capital
On November 1, 2021, the Company issued Bryan Capital a Warrant to purchase up to
Wainwright
As discussed above, the Company issued various warrants with the following terms:
| ● | 2022 Pre-Funded Warrants – Immediately exercisable at an exercise price of $ |
| ● | Series A Warrants – Immediately exercisable at an exercise price of $ |
| ● | Series B Warrants – Immediately exercisable at an exercise price of $ |
| ● | Representative’s Warrants – Immediately exercisable at an exercise price of $ |
During fiscal year 2023,
On December 6, 2024, all Series B Warrants that were not exercised prior to such date expired.
On April 29, 2025, the Company entered into an Inducement Agreement with Holders of certain Existing Warrants, which included Series A Warrants to purchase up to
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A.G.P./Alliance Global Partners
On December 7, 2023, the Company completed the 2023 Offering. Each share of Common Stock and 2023 Pre-Funded Warrants, as applicable, was sold together with one Series C Common Warrant to purchase one share of Common Stock and one Series D Common Warrant to purchase one share of Common Stock. A total of Series C Common Warrants to purchase up to
The combined purchase price of each share of Common Stock and the accompanying Common Warrants was $
During the fiscal year ended June 30, 2024, 2023 Pre-Funded Warrants to purchase
During fiscal year ended June 30, 2025, Series C Common Warrants to purchase
On April 29, 2025, the Company entered into an Inducement Agreement with Holders of certain Existing Warrants, which included Series C Common Warrants to purchase up to
On December 7, 2025, all Series C Common Warrants that were not exercised prior to such date expired.
Chardan Capital Markets
On April 29, 2025, the Company entered into an Inducement Agreement with Holders of certain Existing Warrants, which included Series E Warrants to purchase up to
During the fiscal year ended June 30, 2025, 2024 Pre-Funded Warrants to purchase
During the fiscal year ended June 30, 2026, the remaining 2024 Pre-Funded Warrants to purchase
Settlement Agreement
In connection with the PSA, iBio CDMO entered into a Credit Agreement, dated November 1, 2021, with Woodforest pursuant to which Woodforest provided iBio CDMO a $
On May 17, 2024, iBio CDMO, the Company and Woodforest entered into the Settlement Agreement which provided that iBio CDMO pay to Woodforest the proceeds of the sale of the Property under the purchase and sale agreement that iBio CDMO entered into with Texas A&M, pursuant to which iBio CDMO agreed to terminate the Ground Lease Agreement (the “2024 Purchase and Sale Agreement”) when received and determined in consultation with Woodforest the remaining balance due under the Credit Agreement
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(the “Indebtedness Deficiency Amount”). Thereafter, the Company issued to Woodforest upon receipt of NYSE American LLC approval a pre-funded warrant (the “Pre-Funded Warrant”) to purchase up to
On May 31, 2024, in accordance with the terms of the Settlement Agreement entered into on May 17, 2024 with Woodforest in consideration of the payment in full of all Obligations (as such term is defined under the Credit Agreement) (a) iBio CDMO paid to Woodforest (i) $
During fiscal year 2026, Lynx1 elected a cashless exercise of the Pre-Funded Warrant to purchase
Inducement Agreement
On April 29, 2025, the Company entered into the Inducement Agreement with Holders of Existing Warrants wherein the Holders agreed to exercise certain Existing Warrants to purchase up to an aggregate
During fiscal year 2026, Inducement Warrants to purchase
Leerink Partners
On August 19, 2025, the Company entered into the 2025 Underwriting Agreement with Leerink, as representative of the underwriters, relating to the offering, issuance and sale of the 2025 Pre-Funded Warrants to purchase up to an aggregate of
Each 2025 Pre-Funded Warrant and the pre-funded warrants issuable upon exercise of the Series G Warrants or Series H Warrants have an exercise price per share of Common Stock equal to $
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On April 8, 2026, the Company issued a Public Announcement that it received CTN acknowledgement from Australia’s Therapeutic Goods Administration and ethics approval from a Human Research Ethics Committee, enabling the initiation of a first-in-human clinical trial of IBIO-600 in Australia. As a result of the Public Announcement, all outstanding Series G Warrants expired at 5:00 p.m. (New York City time) on May 20, 2026.
During fiscal year 2026, 2025 Pre-Funded Warrants to purchase an aggregate of
During fiscal year 2026, Series G Warrants to purchase
During fiscal year 2026, Series H Warrants to purchase
During fiscal year 2026, pre-funded warrants issued upon the exercise of Series G Warrants to purchase an aggregate of
During the first quarter of fiscal year 2027, Series H Warrants to purchase
Pursuant to the terms of the 2025 Underwriting Agreement, the Company agreed to pay the underwriter a fee equal to six percent (
Outstanding Pre-Funded Warrants
At September 30, 2026, a total of pre-funded warrants to purchase up to
See Note 21 – Subsequent Events for additional information.
16. Earnings (Loss) Per Common Share
Basic earnings (loss) per common share is computed by dividing the net income (loss) allocated to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. For the purposes of calculating basic earnings per share, the weighted-average number of outstanding shares of Common Stock included pre-funded warrants as if they had been exercised as such pre-funded warrants are exercisable for little to no consideration (see Note 15 – Stockholders’ Equity for additional information).
For purposes of calculating diluted earnings (loss) per common share, the denominator includes both the weighted-average number of shares of Common Stock outstanding during the period and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents potentially include stock options and warrants using the treasury stock method.
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Three Months Ended | ||||||
September 30, | ||||||
| 2026 | | 2025 | |||
Basic and diluted numerator: | ||||||
Net loss - total | $ | ( | $ | ( | ||
Basic and diluted denominator: | ||||||
Weighted-average common shares outstanding |
| |
| | ||
Weighted average pre-funded warrants assumed exercised | | | ||||
Total weighted-average common shares outstanding | | | ||||
|
| |||||
Per share amount - total | $ | ( | $ | ( | ||
In Fiscal 2027 and Fiscal 2026, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of September 30, 2026 and 2025, shares issuable which could potentially dilute future earnings were as follows:
September 30, | ||||
| | 2026 | | 2025 |
| (in thousands) | |||
Stock options |
| |
| |
Warrants | | | ||
Shares excluded from the calculation of diluted loss per share |
| |
| |
See Note 21 – Subsequent Events for additional information.
17. Share-Based Compensation
The following table summarizes the components of share-based compensation expense in the condensed consolidated statements of operations and comprehensive loss (in thousands):
| | Three Months Ended | |||||
September 30, | |||||||
| 2026 | | 2025 | ||||
Research and development | $ | | $ | | |||
General and administrative |
| |
| | |||
Total | $ | | $ | | |||
Stock Options
iBio, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”)
On November 27, 2023, the Company’s stockholders approved the adoption of the 2023 Plan for employees, officers, directors and external service providers which is the successor to the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) and once approved became effective on January 1, 2024. The maximum number of shares of Common Stock reserved and available for issuance under the 2023 Plan was initially
The 2023 Plan allows for the award of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. The value of all awards awarded under the 2023 Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year may not exceed $
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$
Vesting of service awards are determined by the Board and stated in the award agreements. In general, vesting occurs ratably on the anniversary of the grant date over the service period, generally or
In accordance with the provisions of the 2023 Plan, the Limit increased on January 1, 2026 and January 1, 2025 by
Under the 2023 Plan,
See Note 21 – Subsequent Events for additional information.
iBio, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”)
On December 9, 2020, the Company’s stockholders approved the 2020 Plan for employees, officers, directors and external service providers. The total number of shares of Common Stock reserved under the 2020 Plan was
Vesting of service awards are determined by the Board of Directors and stated in the award agreements. In general, vesting occurs ratably on the anniversary of the grant date over the service period, generally or
Under the 2020 Plan,
Stock Option Issuances - 2023 Plan
Issuances of stock options during the three months ended September 30, 2026 were as follows:
Grantee | Plan | # of Options | Exercise Price | Vesting | Term | |||||
Employees | 2023 Plan | | $ | 25% 1st year and quarterly thereafter | ||||||
Inducement Grant - Executive Officer |
| Other |
| |
| $ |
| 25% 1st year and quarterly thereafter |
| |
Total | |
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The Company estimated the fair value of options granted during the three months ended September 30, 2026 using the Black-Scholes option pricing model with the following assumptions:
Weighted-average risk-free interest rate | % | ||
Dividend yield |
| % | |
Volatility |
| % | |
Expected term (in years) |
|
|
RSUs
18. Income Taxes
The Company recorded
19. Commitments and Contingencies
CRO Agreements
In fiscal years 2025 and 2026, the Company entered into agreements with various contract research organizations (“CROs”) for chemistry, manufacturing, and controls (CMC) development, non-clinical toxicology and related studies to advance IBIO-610, IBIO-800 towards clinical testing in addition to clinical studies for IBIO-600. The Company incurred costs of approximately $
20. Employee 401(k) Plan
Commencing January 1, 2018, the Company established the iBio, Inc. 401(k) Plan (the “Plan”). Eligible employees of the Company may participate in the Plan, whereby they may elect to make elective deferral contributions pursuant to a salary deduction agreement and receive matching contributions upon meeting age and length-of-service requirements. The Company will make a
21. Subsequent Events
The Company has evaluated all events subsequent to the balance sheet date through November 10, 2026, the date that the financial statements were issued. During this period, there were no material subsequent events requiring disclosure except as discussed below.
Common Stock
On October 14, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). 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
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2023 Plan
At the Annual Meeting, the Company’s stockholders approved Amendment No. 1 (the “Plan Amendment”) to the 2023 Plan to amend the “evergreen” provision of the 2023 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 reserved and available for issuance under the 2023 Plan will increase by a number of shares equal to: (i)
Stock Options
On October 14, 2026, the Board approved a grant of stock options to its six (
2025 Pre-Funded Warrants
During the second quarter of fiscal year 2027, 2025 Pre-Funded Warrants to purchase an aggregate of
Promissory Note Receivable
On October 22, 2026, the Company received a $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following information should be read together with the consolidated financial statements and the notes thereto and other information included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (this “Quarterly Report”) and in our annual report on Form 10-K for the year ended June 30, 2026 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2026. Unless the context requires otherwise, references in this Quarterly Report to “iBio,” the “Company,” “we,” “us,” or “our” and similar terms mean iBio, Inc.
Forward-Looking Statements
This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For this purpose, any statements contained herein regarding our strategy, future operations, financial position, future revenues, projected costs and expenses, prospects, plans and objectives of management, other than statements of historical facts, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “may,” “plan,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements reflect our current views with respect to future events. Because these forward-looking statements involve known and unknown risks and uncertainties, actual results, performance or achievements could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report, as well as in the section titled “Risk Factors” in our Annual Report. We cannot guarantee any future results, levels of activity, performance or achievements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Quarterly Report as anticipated, believed, estimated or expected. The forward-looking statements contained in this Quarterly Report represent our estimates as of the date of this Quarterly Report (unless another date is indicated) and should not be relied upon as representing our expectations as of any other date. While we may elect to update these forward-looking statements, we specifically disclaim any obligation to do so unless otherwise required by securities laws.
Overview
We are a clinical-stage biotechnology company leveraging the power of Artificial Intelligence (“AI”) for the development of precision antibodies against hard-to-drug targets in cardiometabolic and cardiopulmonary diseases. The core mission is to harness the potential of AI and machine learning (“ML”) to unveil novel biologics which other scientists have been unable to develop. Through our innovative AI Drug Discovery Platform, we have been able to identify differentiated molecules aimed at addressing unmet needs by current approved therapies.
We believe the future treatment for obesity lies not just in overall weight loss, but in the quality, durability, and tolerability of weight loss. Current interventional therapies, such as glucagon-like peptide-1 (“GLP-1”) receptor agonists have ushered in a breakthrough era, yet challenges remain: muscle loss, fat regain after treatment cessation, and long-term tolerability. We are developing next-generation therapies with the goal of meeting these unmet needs, by leveraging AI-guided antibody design, advanced screening technologies and deep expertise in biologics development.
Our strategy is built on multiple key principles. First, we aim to develop next-generation antibody therapeutics addressing limitations of currently approved treatments, offering options with the potential to preserve muscle mass, target fat selectively, and provide durable weight loss with improved tolerability. Second, we are prioritizing targets with strong human genetic and clinical validation, which we believe both reduces translational risk and increases the likelihood of clinical success. Third, we are evaluating opportunities in adjacent obesity-related indications, including cardiometabolic and cardiopulmonary conditions such as pulmonary hypertension due to heart failure with preserved ejection fraction (“PH-HFpEF”). Lastly, we are applying our integrated AI Drug Discovery Platform and deep scientific expertise to rapidly generate and advance development-ready biologics, with the goal of enabling us to move with speed and precision in a competitive and fast-evolving field.
Obesity is associated with a broad range of cardiometabolic and cardiopulmonary complications, therefore, we are also evaluating selected adjacent indications where our AI Drug Discovery Platform and target biology may offer differentiated therapeutic opportunities. IBIO-600 is currently in clinical development, while our other product candidates are in preclinical development. We have not completed any clinical trials in humans for any therapeutic protein product candidate produced using our technology, and there is a risk that we will be unsuccessful in developing or commercializing any product candidates.
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Following Clinical Trial Notification (“CTN”) acknowledgement from Australia’s Therapeutic Goods Administration (“TGA”) and ethics approval from a Human Research Ethics Committee (“HREC”), we initiated a Phase 1 clinical trial of IBIO-600 in Australia and dosed the first participant in June 2026, marking our transition to a clinical-stage company and represented the first molecule generated using our AI Drug Discovery Platform to advance into clinical development. To date, we have completed dosing across all four planned single ascending dose (SAD) cohorts of the Phase 1 clinical trial of IBIO-600 in Australia. In parallel, we have accelerated the development of IBIO-610, a potentially first-in-class, long-acting antibody designed to inhibit Activin E, and anticipate commencing first-in-human clinical trials in the first half of calendar year 2027. We are also advancing additional preclinical programs, including IBIO-800, a myostatin × Activin A bispecific antibody being evaluated for potential use in PH-HFpEF.
Our discovery and development work is conducted at our San Diego research and development (“R&D”) laboratory space, where our AI and ML scientists and biopharma researchers operate side by side. This close integration of disciplines enables rapid iteration between AI-enabled design and translational validation, compressing the timeline from hypothesis to clinic. With our robust platform, focused clinical and preclinical pipeline, and growing scientific and leadership team, we are building a durable and differentiated position in obesity therapeutics—one designed to outlast the first wave and define what comes next.
Our approach to the evolving needs in obesity treatment is facilitated by our fully integrated antibody discovery platform, designed from the ground up for precision, speed and developability. At the core of our AI Drug Discovery Platform is an AI-enabled epitope steering engine enabling us to precisely direct antibodies to functional hotspots on even the most challenging targets—often considered undruggable. When combined with our antibody optimization platform, which deeply integrates generative AI tools with mammalian display technology, we can progress from concept to development-ready antibody in as little as seven months.
Our strategic approach to fulfilling our mission is outlined as follows:
| ● | Our disease area strategy rests on three pillars: |
| o | Therapeutic Focus: Develop potential therapies for obesity, cardiometabolic and cardiopulmonary diseases, including therapies that may complement or follow GLP-1 treatment, provide well-tolerated monotherapy alternatives for patients unable or unwilling to remain on GLP-1s, or address additional areas of high unmet needs. |
| o | Target Selection: Prioritize targets with strong human validation – genetic or pharmacologic – to reduce development risk and increase the likelihood of achieving first- or best-in-class outcomes. |
| o | Competitive Advantage: Leverage the integration of our AI-driven discovery platform, domain expertise, experienced personnel and advancing preclinical pipeline to accelerate differentiation and unlock targets others cannot. |
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| ● | Capital efficient business approach: Our strategic business approach is structured around the following pillars of value creation: |
| o | Developing and Advancing our Pipeline Cost Effectively: Drug discovery and clinical advancement of our pipeline remain central to our success. As a clinical-stage company, we continue to advance clinical and preclinical programs in obesity, cardiometabolic and cardiopulmonary diseases, while also evaluating potential partnerships around select assets to maximize their value and accelerate development timelines. |
| o | Strategic Collaborations: We continue to pursue selective strategic collaborations using our existing portfolio of obesity and immuno-oncology assets, in order to accelerate our preclinical programs efficiently. |
| o | Out-Licensing in Diverse Therapeutic Areas: We are evaluating opportunities for out-licensing our AI Drug Discovery Platform to broaden its use beyond our core focus areas of obesity, cardiometabolic, and cardiopulmonary diseases. These opportunities include potential partnerships in therapeutic areas such as immunology, inflammation, pain, and vaccines. Through such arrangements, we aim to provide partners with access to our AI-based discovery and screening technologies in order to generate non-dilutive cash flow along with potential revenue streams while maintaining operational focus on our internal research and development priorities. |
In essence, we believe we are sculpting a future where cutting-edge AI-driven biotechnology propels the discovery of intricate biologics, fostering partnerships, accelerating innovation, and propelling the advancement of science.
Our current pre-clinical product candidate pipeline is set forth below.
IBIO-610
By leveraging our AI Drug Discovery Platform, we believe we have successfully identified the first long-acting antibody inhibiting Activin E, a potentially first-in-class Activin E antibody candidate. Preclinical data from multiple in vitro cell-based assays, including one on a human adipocyte cell line, demonstrated robust blockade of Activin E-mediated signaling. The antibody has been evaluated in multiple pre-clinical studies in a model of diet-induced obesity (DIO) in mice, both alone with biweekly dosing and in combination with semaglutide dosed daily. These results suggest IBIO-610 may induce fat-selective weight loss.
In a DIO mouse model, IBIO-610 was administered biweekly at 10 mg/kg for four weeks to evaluate its effects as a monotherapy. Treated mice were observed to have an 8.9% reduction in body weight compared to baseline and placebo, with body composition analysis revealing a 26% reduction in fat mass and no measurable loss of lean mass. Outlier non-responder mice were excluded.
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To test potential combination therapy with incretin treatments, IBIO-610 was dosed biweekly alongside daily semaglutide. While semaglutide alone produced a 27.8% reduction in body weight (baseline and placebo adjusted), the combination resulted in a more pronounced 35.3% weight loss, without any additive effect on food intake. The combination also led to a greater reduction in visceral fat compared to semaglutide alone, suggesting complementary mechanisms that enhance metabolic benefit.
IBIO-610 was also tested as a maintenance therapy following cessation of semaglutide treatment. In this model, DIO mice were first dosed with semaglutide for two weeks, leading to approximately 18% weight loss. Upon stopping semaglutide, control mice regained 71% of the lost weight within three weeks, with fat mass levels returning to those of untreated animals. In contrast, mice receiving IBIO-610 at the time of semaglutide discontinuation regained only 28% of the lost weight and retained significantly lower fat mass at study termination, highlighting the potential of IBIO-610 to prevent rebound weight gain.
IBIO-610 was evaluated in preclinical pharmacokinetic (“PK”) and body composition studies in obese, mature non-human primates (“NHPs”) designed to characterize systemic exposure, target engagement, and effects on body composition. IBIO-610 demonstrated a terminal half-life of approximately 33.2 days in obese NHPs, and based on allometric scaling approaches, we estimated a projected human half-life of up to 100 days, which may support infrequent dosing. In a small study that was not statistically powered, following two doses administered eight weeks apart, IBIO-610 reduced visceral fat by 6.7% and total fat mass by 5.2% compared with vehicle-treated obese NHPs, with a slight increase in lean mass. These findings are consistent with the fat-selective profile observed in prior rodent studies.
Additional NHP data demonstrated sustained inhibition of active Activin E following a single intravenous dose of IBIO-610, with reductions in circulating active Activin E levels of 98% at week 4 and 97% at week 8 compared with baseline. In an eight-week NHP study evaluating IBIO-610 in combination with semaglutide, the combination resulted in greater visceral and total fat loss and a 73% reduction in lean mass loss compared with semaglutide alone. Further analysis of this study demonstrated that at week eight, fat accounted for 93% of the weight lost in NHPs receiving IBIO-610 in combination with semaglutide, compared with 77% in NHPs receiving semaglutide alone and lean mass accounted for 6% and 22% of weight lost, respectively. These preclinical findings further support the potential of IBIO-610 to improve body composition, both as a standalone therapy and in combination with GLP-1 receptor agonists.
We have advanced IBIO-610 into IND-enabling development, including chemistry, manufacturing and controls (“CMC”) activities and good laboratory practice (“GLP”) toxicology studies in rats and NHPs. We have completed manufacture and fill-finish of a GMP batch of IBIO-610, and long-term stability testing is ongoing. We have engaged a contract research organization to support the initiation of first-in-human clinical testing and anticipate initiating first-in-human clinical trials in the first half of calendar year 2027.
IBIO-800
We are developing IBIO-800, a bispecific antibody designed to selectively neutralize Activin A, myostatin (GDF8), and growth differentiation factor 11 (“GDF11”), with an initial focus on cardiopulmonary disease, particularly pulmonary hypertension associated with heart failure with preserved ejection fraction (“PH-HFpEF”). PH-HFpEF is a complex condition involving cardiac and pulmonary vascular dysfunction, often accompanied by skeletal muscle impairment and reduced exercise capacity. IBIO-800 is designed to address multiple aspects of this disease biology through selective inhibition of these ligands.
Based on our preclinical work, we believe Activin A may contribute to cardiac fibrosis and pulmonary vascular remodeling, while myostatin and GDF11 may contribute to skeletal muscle dysfunction and reduced functional capacity. By targeting these pathways simultaneously, IBIO-800 is being designed to reduce cardiac fibrosis and pulmonary vascular remodeling while improving skeletal muscle function and exercise capacity. The antibody is also designed to avoid broader inhibition of related TGF-β family ligands, with the goal of mitigating certain safety risks associated with less selective approaches.
In preclinical studies using human cardiac fibroblasts, GDF8, GDF11, and Activin A induced markers of fibrotic activation and pro-fibrotic signaling, supporting the biological rationale for targeting these ligands in cardiopulmonary disease. Additional studies using human muscle progenitor cells demonstrated that bispecific antibodies from this program promoted greater differentiation and fusion into mature muscle cells compared with antibodies targeting myostatin or Activin A alone. We are also evaluating the effects of IBIO-800 in preclinical models of cardiopulmonary disease.
In June 2026, we nominated IBIO-800 as a development candidate and have since advanced the program into investigational new drug (“IND”)-enabling development. These activities include the initiation of CMC development and GLP toxicology studies. We currently anticipate an IND-equivalent filing in the first half of calendar year 2027.
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IBIO-600
In April 2024, as result of the collaboration with AstralBio, Inc. (“AstralBio”), we initiated a program to discover and develop a long-acting anti-myostatin antibody. Using our StableHu platform coupled with mammalian display, we optimized hit antibodies across multiple parameters, including affinity for myostatin, binding to the FcRn receptor, expression levels in mammalian cells, and resistance to poly-reactivity and aggregation. The final candidate, IBIO-600, was also observed to have a beneficial profile between thermostability and resistance to stress conditions during initial testing.
In vitro, IBIO-600 was evaluated in human muscle progenitor cells, where it potently inhibited myostatin. This inhibition facilitated the differentiation of progenitor cells into mature human muscle cells. In interim data from a preclinical study in obese mice, we observed that IBIO-600 dose-dependently prevented lean mass loss when administered in combination with a GLP-1 receptor agonist.
In November 2024, we initiated a study in obese and elderly NHP for IBIO-600. The primary goal of the study was to assess the PK profile of IBIO-600. The study consisted of two dose levels, a low dose of 5 mg/kg and a high dose of 50 mg/kg, with a single subcutaneous injection in each case. In addition to monitoring PK in serum, the study analyzed body composition changes over time by employing DEXA scans, measuring lean and fat mass.
The study consisted of six NHPs, sorted randomly into the low and high dose groups. IBIO-600 promoted an increase in lean mass and a reduction in fat mass from baseline values. Standard PK calculations indicated the half-life of IBIO-600 in NHPs was approximately 52.4 days. By using multiple allometric scaling approaches, we estimated the half-life in humans of IBIO-600 as falling with a range of 74-147 days.
Following completion of the NHP PK study, we initiated CMC and nonclinical toxicology activities to support the advancement of IBIO-600 into clinical development. We have completed manufacture and fill-finish of a GMP batch of IBIO-600, and long-term stability testing is ongoing. We also initiated a nonclinical toxicology program, including rat and NHP dose-range finding studies and GLP toxicology studies. We received Clinical Trial Notification (“CTN”) acknowledgement from Australia’s Therapeutic Goods Administration (“TGA”) and ethics approval from a Human Research Ethics Committee (“HREC”) in Australia, enabling initiation of the first-in-human Phase 1 clinical trial for IBIO-600.
The Phase 1 study is a randomized, double-blind, placebo-controlled trial designed to evaluate the safety, tolerability, pharmacokinetics, and pharmacodynamics of IBIO-600 in overweight and obese adult participants. We have successfully completed dosing across all four planned single ascending dose (SAD) cohorts, with no dose-limiting safety findings observed to date. Clinical evaluation remains ongoing, including assessment of safety, pharmacokinetics, and pharmacodynamics. A multiple ascending dose (MAD) study for IBIO-600 is expected to initiate in first quarter of calendar year 2027.
Amylin Receptor Agonist Engineered Antibody
In collaboration with AstralBio, we are working to develop an amylin receptor antibody, a potentially highly promising mechanism in obesity treatment. Along with AstralBio, we are discovering and optimizing both dual amylin and calcitonin receptor (DACRA)-like engineered antibodies, and selective amylin receptor agonist antibodies while avoiding engagement of the calcitonin receptor. Improved selectivity may translate into tolerability and efficacy advantages. Leveraging the AI Drug Discovery Platform, combining soluble G protein-coupled receptor (“GPCR”) analogues with mammalian display, we have engineered agonists with tailored activity across specific amylin receptor subtypes, showcasing the ability to address complex membrane protein targets with precision.
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Early preclinical results demonstrate the potential of this approach. In a proof-of-concept study in diet-induced obesity (“DIO”) mice, an early DACRA-like agonist antibody reduced acute food intake by approximately 60% (p<0.05), compared with a 67% reduction observed with a benchmark DACRA peptide. Building on these results, we have generated and characterized a portfolio of selective amylin receptor agonist (“SARA”) antibodies, including AMY1-selective, AMY3-selective, and dual AMY1/AMY3 agonists with distinct in vitro potency and selectivity profiles. Together, these findings support the further study of the potential of antibody-based amylin receptor agonism and demonstrate our ability to engineer antibodies with differentiated receptor pharmacology. As the third obesity program from our AstralBio collaboration, this work further demonstrates the application of our AI Drug Discovery Platform to challenging GPCR targets.
AI Drug Discovery Platform
Overview
Our technology stack is a multi-layered, AI-powered system designed to significantly enhance the probability of success in discovering and developing antibodies against hard-to-drug, pathophysiologically relevant proteins. The platform comprises three integrated layers, each contributing a distinct capability to the discovery, engineering, and optimization of precision antibodies. By seamlessly combining advanced computational design with cutting-edge biological technologies, our AI-driven discovery platform enables the rapid generation of antibody therapeutics characterized by high specificity, optimized developability, and accelerated progression from concept to clinic.
The first layer, epitope engineering, leverages the patented AI-engine to target specific regions of proteins, allowing us to engineer antibodies with high specificity and efficacy. Pursuing specific epitopes that elicit a specific biological function allows us to create antibodies with complex modes of action, like agonistic or cell activating antibodies. The second layer involves the proprietary antibody library, which is built on clinically validated frameworks and offers a rich diversity of human antibodies. The third layer of the technology stack is our mammalian display technology coupled to StableHu AI for antibody optimization. This combination has been shown to speed up the Lead Optimization process and potentially minimize downstream risks, with the goal of making the overall development process more efficient and cost-effective.
Building on this foundation, EngageTx™ is our next-generation CD3 T-cell engager technology designed to enable the development of potent and selective T-cell-engaging therapeutics. EngageTx comprises of an optimized panel of CD3-binding antibodies spanning a broad range of potencies, with NHP cross-reactivity, enhanced humanness, and strong tumor-killing activity accompanied by reduced
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cytokine release. This technology provides a versatile foundation for developing bispecific T-cell engagers with tailored activity profiles for optimization of therapeutic efficacy and safety.
AI Epitope Steering Technology
Epitopes - the regions of a target protein recognized by antibodies - are critical to eliciting desired biological effects when targeted with antibodies. Traditional epitope-specific discovery methods often struggle with dominant-epitope antibodies that lack efficacy yet overwhelm screening, obscuring antibodies against more therapeutically valuable sites. These approaches also tend to yield few or no hits against complex, hard-to-drug epitopes due to structural challenges and the limited availability of stable scaffolds needed to maintain epitope integrity during discovery.
Our Epitope Steering technology directly addresses these limitations by guiding antibody generation toward predefined regions of a target protein. Using AI, we design engineered epitopes - precisely modeled and optimized fragments of the target - to improve structural fidelity, solubility, and stability. These engineered epitopes enable efficient antibody selection from naïve or immunized libraries, significantly increasing discovery success, especially for agonistic or functionally active antibodies.
This approach is broadly applicable across complex protein classes and holds promise in unlocking new targets in cardiometabolic disease, immuno-oncology, immunology, and pain. Moreover, it has potential applications in vaccine design, offering new opportunities for disease prevention.
Naïve Human Antibody Library
The fully human antibody library is built upon clinically validated, entirely human antibody frameworks. By leveraging public databases, we have extracted a diverse array of Complementarity-Determining Region (CDR) sequences. Subsequently, we have meticulously eliminated a range of sequence liabilities. Such careful curation process could potentially significantly reduce the development risk for antibodies identified from our library.
Mammalian Display StableHu AI Antibody-Optimization Technology
Antibody optimization is a critical step in the development of therapeutic antibodies, enabling the refinement of properties influencing efficacy, safety, and manufacturability. Traditional approaches often optimize individual antibody characteristics sequentially, requiring multiple rounds of engineering and screening to achieve the desired combination of properties. In contrast, technologies enabling simultaneous selection across multiple dimensions can accelerate the identification of antibodies with favorable therapeutic and developability profiles.
While phage display libraries are often used in antibody engineering due to their vast diversity, they can increase developability risks such as low expression, instability, or aggregation of antibodies. Mammalian display libraries, on the other hand, offer improved developability characteristics but reduced diversity due to the smaller library sizes they can accommodate. StableHu addresses this limitation by using ML to generate focused library diversity within the capacity of mammalian display.
StableHu is a proprietary AI-powered technology designed to generate focused libraries of antibodies with fully human complementarity-determining region (CDR) variants based on an input antibody. This input can range from an early, unoptimized molecule to an approved drug. StableHu uses ML to predict human-like CDR sequences while preserving key characteristics of the input antibody. By intelligently exploring sequence diversity, StableHu enables the generation of antibody libraries enriched for variants with desirable properties, reducing the need to screen large numbers of randomly generated sequences. This targeted approach allows us to explore antibody sequence space more efficiently while maintaining library sizes compatible with high-throughput mammalian display screening.
When paired with mammalian display technology, StableHu enables multidimensional antibody engineering through the integration of AI-guided library design and high-throughput experimental selection. This approach has the potential to reduce iterative optimization steps while improving antibody expression, binding selectivity, cross-species reactivity, and overall developability.
EngageTx CD3-Based T-Cell Engager Panel
CD3-based T-cell engagers can drive powerful anti-tumor responses by recruiting and activating the body’s own T cells. However, first-generation bispecifics have faced major challenges - namely, cytokine release syndrome, limited specificity, and poor non-human primate (NHP) cross-reactivity, which complicates safety testing.
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To address these limitations, we applied StableHu technology to antibodies derived from an epitope steering campaign and a first-generation T-cell engager. This approach generated a diverse CD3 antibody panel with a wide potency range, enabling flexible pairing with various tumor-targeting antibodies. The resulting molecules retained potent tumor-killing activity while significantly reducing cytokine release, potentially lowering the risk of cytokine release syndrome.
StableHu also increased antibody humanness, reducing immunogenicity risk, and introduced NHP cross-reactivity—allowing for robust preclinical safety assessments ahead of clinical trials.
Programs Available for Partnering Outside the Cardiometabolic Area
There have been notable advances in the field of oncology in recent years, and arguably none more important than the advent of immunotherapies. We have a pipeline of pre-clinical programs with differentiated profiles and high potential impact, including IBIO-101, our second-generation anti-CD25 monoclonal antibody, a TROP-2 x CD3 bispecific antibody, an antibody that binds to a non-shed, non-glycosylated region of MUC16, an antibody that binds to an epitope on EGFRvIII without binding wildtype EGFR, and an anti-CCR8 antibody. With our therapeutic focus shifting to precision antibodies in the cardiometabolic and obesity space, we are exploring the best path forward for our immune-oncology programs, with a focus on identifying partners who bring complementary capabilities and a shared vision for patient impact.
Collaborations and Partnerships
As noted above, one of the three pillars of value creation that structures of our strategic business approach are strategic collaborations and partnerships. At the center of such pillar is our AI Drug Discovery Platform.
In March 2024, we entered into a collaboration with AstralBio to discover and develop novel antibodies for obesity and other cardiometabolic diseases. As part of the collaboration, we granted an exclusive license to AstralBio of our AI-powered technology to identify and engineer four (4) targets for the treatment of obesity and cardiometabolic diseases, of which AstralBio may continue the pre-clinical development and deploy its proven drug development expertise to advance candidates to an IND application. We have the exclusive option to license four (4) obesity and cardiometabolic targets from AstralBio and as a result, we will receive the right to develop, manufacture and commercialize those targets upon exercise. Upon mutual consent with AstralBio, we may also expand the collaboration to include additional targets in other fields.
As a result of this collaboration with AstralBio, we exercised our first option and entered into the Myostatin License Agreement with AstralBio, pursuant to which AstralBio licensed to us, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Myostatin License Agreement) and AstralBio Licensed Know-How (as defined in the Myostatin License Agreement) to develop, manufacture and commercialize and otherwise exploit IBIO-600 for research, diagnosis, treatment, prevention, or management of any disease or medical condition. We are solely responsible for all decisions related to the launch, sales and marketing and promotion of IBIO-600 in our discretion, subject to the terms of the License Agreement, and for all costs for all activities related to the development, manufacture and commercialization of IBIO-600 worldwide. IBIO-600 was identified by AstralBio using our proprietary technology stack and was designed for subcutaneous administration with the potential for an extended half-life. In parallel, we initiated a bispecific antibody program targeting myostatin/activin A to treat obesity, cardiometabolic, and cardiopulmonary disorders, leveraging our proprietary technology stack as well as the technology of IBIO-600.
In April 2025, we exercised our second option and entered into the Activin E License Agreement with AstralBio, pursuant to which AstralBio licensed to us, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Activin E License Agreement) and AstralBio Licensed Know-How (as defined in the Activin E License Agreement) to develop, manufacture and commercialize and otherwise exploit IBIO-610 for research, diagnosis, treatment, prevention, or management of any disease or medical condition. We are solely responsible for all decisions related to the launch, sales and marketing and promotion of IBIO-610 in our discretion, subject to the terms of the Activin E License Agreement, and for all costs for all activities related to the development, manufacture and commercialization of IBIO-610 worldwide.
In August 2026, we exercised our third option and entered into the Amylin License Agreement with AstralBio, pursuant to which AstralBio licensed to us, on a worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Amylin License Agreement) and AstralBio Licensed Know-How (as defined in the Amylin License Agreement) to develop, manufacture and commercialize and otherwise exploit any product directed to Amylin that contains the licensed antibody targeting Amylin, for research, diagnosis, treatment, prevention, or management of any disease or medical condition. We are solely responsible for all decisions related to the launch, sales and marketing and promotion of Amylin Licensed Product in our discretion,
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subject to the terms of the Amylin License Agreement, and for all costs for all activities related to, the development, manufacture and commercialization of the Amylin Licensed Product worldwide.
We continue to seek to advance our preclinical immune-oncology candidates with potential as standalone or combination therapies while seeking partnerships for IBIO-600 in the most competitive areas that will likely require combination therapy. Further, we continue to seek out opportunities for future collaborations using our AI Drug Discovery Platform.
Recent Developments
2025 Pre-Funded Warrants
During the three months ended September 30, 2026 and subsequent through November 10, 2026, 2025 Pre-Funded Warrants to purchase an aggregate of 14,692,248 shares of Common Stock were exercised for proceeds of approximately $14,692.
Series H Warrants
During the three months ended September 30, 2026, Series H Warrants to purchase 65,000 shares of Common Stock were exercised whereby the holder elected to receive 65,000 shares of Common Stock for gross proceeds of approximately $46,000.
Carr Separation Agreement
Effective October 30, 2026, Chief Medical Officer Dr. Molly Carr is no longer employed by the Company. We are conducting a search for Dr. Carr’s replacement. We expect to complete a separation and release agreement with Dr. Carr, the details of which have not yet been finalized.
Liquidity and Capital Resources
We have incurred net losses and generated negative cash flows from operations for many years. For the three months ended September 30, 2026, we incurred a net loss of approximately $7.6 million and had negative cash flows from operations of approximately $9.4 million. Historically, our liquidity needs have been met by the sale and issuances of securities and the issuances of shares of Common Stock through the exercise of warrants. As of September 30, 2026, we had total current assets of approximately $81.2 million, of which approximately $45.4 million was cash and cash equivalents and approximately $31.2 million was investments in debt securities. For the three months ended September 30, 2026, we used net cash in operating activities of $9.4 million compared to $5.7 million for the three months ended September 30, 2025.
Based on the total cash and cash equivalents, and investments in debt securities of approximately $76.7 million at September 30, 2026, we believe that our current cash position is sufficient to fund our operations for at least 12 months from the date of filing this Quarterly Report.
Despite this liquidity position, the history of significant losses, the negative cash flow from operations, and the dependence by us on our ability to obtain additional financing to fund our operations raised substantial doubt about our ability to continue as a going concern. However, based on our current liquidity we concluded the substantial doubt has been alleviated. We received gross proceeds of approximately $54,000 from the exercise of warrants during the three months ended September 30, 2026. Our ability to generate future revenue is dependent on the successful development, regulatory approval, and commercialization of our product candidates, which are subject to significant risks and uncertainties, including clinical trial outcomes, review timelines of the U.S. Food and Drug Administration (the “FDA”), and market acceptance.
Results of Operations – Comparison of the three months ended September 30, 2026 and 2025
Revenue
Our ongoing business is primarily focused on i) development of our pipeline for which we do not expect revenue for many years, if at all, and ii) on advancing our AI-driven discovery platform to develop molecules against hard to drug targets. To date this platform has not generated any material revenue, though we may realize revenue from it in the future. Revenue in the amount of $1.1 million was recognized for services provided to a collaborative partner during the three months ended September 30, 2026. Revenue in the amount of $0.1 million was recognized for services provided to a collaborative partner during the three months ended September 30, 2025.
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Research and Development Expenses (“R&D”)
R&D expenses for the three months ended September 30, 2026 and 2025 were $6.7 million and $3.6 million, respectively, an increase of approximately $3.1 million or approximately 87%. The increase in R&D expenses is primarily due to increased spending of approximately $2.6 million for consultants and outside services supporting our R&D efforts, including the IBIO-600 Phase 1 human clinical trial, NHP studies and CMC activities, and an increase of approximately $0.3 million in personnel costs as a result of advancing research activities for our IBIO-600, IBIO-610, and IBIO-800 programs and other preclinical pipeline assets.
On a program-by-program basis, consultants and outside services reported in R&D expenses for the three months ended September 30, 2026, included $2.6 million for IBIO-600, $0.8 million for IBIO-610, $1.0 million for IBIO-800, and $0.3 million for all other pipeline programs. On a program-by-program basis, consultants and outside services reported in R&D expenses for the three months ended September 30, 2025, included $1.5 million for IBIO-600, $0.4 million for IBIO-610, and $0.2 million for all other pipeline programs.
Consultant and outside services accounted for approximately 70% and 57% of total R&D expenses for the three months ended September 30, 2026 and 2025, respectively.
General and Administrative Expenses (“G&A”)
G&A expenses for the three months ended September 30, 2026 and 2025 were approximately $2.8 million and $2.5 million, respectively, an increase of approximately $0.3 million or approximately 10%. The increase is primarily attributable to an increase in personnel costs and legal fees.
Total Operating Expenses
Total operating expenses, consisting primarily of G&A expenses and R&D expenses, for the three months ended September 30, 2026 were approximately $9.4 million, compared to approximately $6.1 million in the same period of fiscal year 2026.
Other Income (Expense)
Total other income for the three months ended September 30, 2026 was approximately $0.8 million, compared to approximately $0.2 million for the three months ended September 30, 2025, an increase of approximately $0.6 million. Interest income increased by approximately $0.5 million, or approximately 195%, primarily due to higher average balances of cash equivalents and investments in debt securities following our financing transactions, and interest expense decreased to $0 from approximately $34,000 as a result of the repayment of our debt and finance lease obligations.
Net Loss
Our net loss for the three months ended September 30, 2026 was $7.6 million, or $0.05 per share of Common Stock, compared to our net loss of approximately $5.7 million, or $0.11 per share of Common Stock, for the three months ended September 30, 2025.
Uses of Cash and Funding Requirements
Net Cash Used in Operating Activities
Net cash used in operating activities was approximately $9.4 million for the three months ended September 30, 2026, compared to $5.7 million for the three months ended September 30, 2025. The use of cash was primarily attributable to funding our net loss for the period.
Net Cash (Used in) Investing Activities
Net cash used in investing activities of approximately $0.5 million for the three months ended September 30, 2026 was related to the purchase of investments in debt securities, acquisition of the Amylin license, and purchase of fixed assets, offset by the redemption of investments in debt securities. Net cash used in investing activities was approximately $21.5 million for the three months ended September 30, 2025 and was primarily due to the purchase of investments in debt securities and the purchase of fixed assets.
Net Cash (Used in) Provided by Financing Activities
Net cash used in financing activities during the three months ended September 30, 2026, was approximately $1.1 million and was primarily attributable to the payment of underwriter fees related to warrants exercised in the fourth quarter of fiscal year 2026. Net cash provided by financing activities during the three months ended September 30, 2025, was approximately $46.7 million and was
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attributable to the net proceeds from the sale of securities partially offset by payments towards debt, including the finance lease obligations, term promissory note and equipment financing loan.
Funding Requirements
We have incurred significant losses and negative cash flows from operations since our spin-off from Integrated BioPharma in August 2008. As of September 30, 2026, our accumulated deficit was approximately $372.8 million, and we used approximately $9.4 million for operating activities during the three months ended September 30, 2026. As of September 30, 2025, our accumulated deficit was approximately $337.9 million, and we used approximately $5.7 million for operating activities during the three months ended September 30, 2025. Our current cash, cash equivalents and investments in debt securities of approximately $76.7 million as of September 30, 2026, is anticipated to be sufficient to support operations into the fourth quarter of fiscal year 2028.
We plan to fund our future business operations using cash on hand, through proceeds realized in connection with the commercialization of our technologies, through potential proceeds from the sale or out-licensing of assets, collaborations, and through proceeds from the sale of additional equity or other securities and exercise of outstanding warrants. However, there can be no assurance that we will be successful in implementing these plans, many of which will take several years before we realize proceeds. We cannot be certain that such funding will be available on favorable terms or available at all. If we are unable to raise funds when required or on favorable terms, this assumption may no longer be operative, and we may have to: a) significantly delay, scale back, or discontinue the product application and/or commercialization of our proprietary technologies; b) seek collaborators for our technology and product candidates on terms that are less favorable than might otherwise be available; c) relinquish or otherwise dispose of rights to technologies, product candidates, or products that we would otherwise seek to develop or commercialize; or d) possibly cease operations.
Off-Balance Sheet Arrangements
As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPE”s), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually limited purposes. As of September 30, 2026, we were not involved in any SPE transactions.
Critical Accounting Estimates
A critical accounting policy is one that is both important to the portrayal of a company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our condensed consolidated financial statements are presented in accordance with U.S. GAAP, and all applicable U.S. GAAP accounting standards effective as of September 30, 2026, have been taken into consideration in preparing the condensed consolidated financial statements. The preparation of condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, consequently, actual results could differ from those estimates. We base our estimates, to the extent possible, on historical experience. Historical information is modified as appropriate based on current business factors and various assumptions that we believe are necessary to form a basis for making judgments about the carrying value of assets and liabilities. We evaluate our estimates on an ongoing basis and make changes when necessary. Actual results could differ from our estimates.
Critical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. The following accounting estimate had a material impact on our results of operations for the three months ended September 30, 2026.
Impairment of Indefinite-Lived Intangible Assets
For indefinite-lived intangible assets, we perform an impairment test annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.
Evaluating impairment requires judgment, including the estimation of future cash flows, future growth rates and profitability and the expected life over which cash flows will occur. Changes in our business strategy or adverse changes in market conditions could impact impairment analyses and require the recognition of an impairment charge. Although we base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates.
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We will continue to monitor the value of our IP as part of our annual accounting policy for impairment of long-lived assets. The primary impairment indicators that may arise in the near future are (1) any sustained decline in our Common Stock market price and (2) FDA decisions on similar competing technologies that are applying for Phase 1 approval.
We continue to operate in a highly competitive environment, rising cost of capital and experience liquidity challenges. Accordingly, we may have to adjust our cash flow projections and valuation assumptions in the near future to account for market trends and any changes to our research and development plans. Any such future adjustments may lead to material future impairments in the IP and other related assets.
Our remaining critical accounting estimates remain consistent with the information disclosed in the same section in our last annual report on Form 10-K for the year ended June 30, 2026. The following accounting policies and estimates have been highlighted as significant because changes to certain judgments and assumptions inherent in these policies could affect our condensed consolidated financial statements:
| • | valuation of intellectual property; |
| • | revenue recognition; |
| • | legal and contractual contingencies; |
| • | research and development expenses; and |
| • | share-based compensation expenses. |
We base our estimates, to the extent possible, on historical experience. Historical information is modified as appropriate based on current business factors and various assumptions that we believe are necessary to form a basis for making judgments about the carrying value of assets and liabilities. We evaluate our estimates on an ongoing basis and make changes when necessary. Actual results could differ from our estimates. See Note 3 – Summary of Significant Accounting Policies - for a complete discussion of our significant accounting policies and estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this Item 3.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, under the direction of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer) have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on our evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings. From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Litigation, regardless of the outcome, could have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the Annual Report. Except as described below, our risk factors as of the date of this Quarterly Report have not changed materially from those described in “Part I, Item 1A. Risk Factors” of our Annual Report.
We have incurred significant losses since our inception. We expect to incur losses during our next Fiscal year, we do not anticipate generating significant revenue for several years and may never achieve or maintain profitability.
Since our 2008 spinoff from Integrated BioPharma, we have incurred operating losses and negative cash flows from operations. Our net loss was approximately $7.6 million and $5.7 million for the three months ended September 30, 2026 and 2025, respectively, and approximately $33.0 million and $18.4 million for the fiscal years ended June 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of approximately $372.8 million. Based on the total cash and cash equivalents, and investments in debt securities of approximately $76.7 million at September 30, 2026, we believe that our current cash position is sufficient to fund our operations for at least 12 months from the date of filing this Quarterly Report. Despite this liquidity position, the history of significant losses, the negative cash flow from operations, and the dependence by us on our ability to obtain additional financing to fund our operations raised substantial doubt in the past about our ability to continue as a going concern. However, based on our current liquidity we concluded the substantial doubt has been alleviated. Our ability to generate future revenue is dependent on the successful development, regulatory approval, and commercialization of our product candidates, which are subject to significant risks and uncertainties, including clinical trial outcomes, FDA review timelines, and market acceptance.
To date, we have financed our operations primarily through the sale of Common Stock, preferred stock and warrants, the Credit Agreement, dated November 1, 2021, by and between iBio CDMO and Woodforest National Bank, and the exercise of warrants. We devote substantially all of our efforts to research and development, including the development and validation of our technologies, and the development of proprietary therapeutic products against obesity, cardiometabolic and cardiopulmonary diseases. We have not completed development of or commercialized any vaccine or therapeutic product candidates. We expect to continue to incur significant expenses and may incur operating losses for at least the next year. We anticipate that our expenses and losses will increase substantially due to the commencement of our clinical trials if we:
| ● | initiate additional clinical trials of our product candidates; |
| ● | continue the research and development of our product candidates; |
| ● | seek to discover or license in additional candidates; and |
| ● | add operational and administrative information systems and personnel, including personnel to support our product development and manufacturing efforts. |
Our future profitability and cash flow in large part depend on the advancement of our research and development programs, including our AI platform, and our ability to successfully develop, partner or commercialize our product candidates, which is not anticipated for several years. Our cash position is expected to limit the number of product candidates that we seek to develop. This will require us, alone or with our licensees and collaborators, to be successful in a range of challenging activities, including completing preclinical testing and clinical trials of our product candidates, obtaining regulatory approval for these product candidates and manufacturing, marketing and selling those products for which regulatory approval is obtained or establishing collaborations with parties willing and able to provide necessary capital or other value. We may never succeed in these activities. We may never generate revenues that are significant or large enough to achieve profitability.
There can be no assurance that our collaboration with AstralBio will be successful or we will be able to enter into agreements for the sale or out-licensing of any of our product candidates on favorable terms or that the exploration of potential options will result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms. If we determine to change our business strategy, our future business, prospects, financial position and operating results could be significantly different than those in historical periods or projected by our management. Because of the significant uncertainty regarding our future plans, we are not able to accurately predict the impact of a potential change in our business strategy and future funding requirements.
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All of our existing product candidates are in various early stages of development and will require extensive additional research and development, clinical evaluation, regulatory review and approval, significant marketing efforts and substantial investment before they could provide us with any revenue. Only one product candidate is currently in human clinical trials. As a result, even if we successfully develop, achieve regulatory approval and commercialize our products, we will be unable to generate revenue for many years, if at all. We do not anticipate that we will generate revenue from product sales for at least several years, if at all. If we are unable to generate revenue from product sales, we will not become profitable, and we may be unable to continue our operations.
We may not be able to generate revenue or achieve profitability in the future. Our failure to achieve or maintain profitability would likely negatively impact the value of our securities and could prevent us from continuing as a going concern. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would diminish the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.
Our stockholders will experience substantial dilution from the issuance of shares of common stock upon the exercise of the warrants issued in our August 2025 underwritten public offering. Raising additional capital may also cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates. Further, our stockholders will experience substantial dilution from the issuance of certain development milestone payments if paid in equity.
As of the date of this Quarterly Report, up to 102,942,358 shares of Common Stock are issuable upon the exercise of the warrants issued or issuable in connection with the August 2025 underwritten public offering, the issuance of which will result in substantial dilution to the existing holders of our Common Stock and will increase the number of shares eligible for resale in the public market. At our 2026 Annual Meeting of Stockholders, our stockholders approved a proposal to amend our Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock to 500,000,000, which amendment was filed with the Delaware Secretary of State on October 16, 2026. If additional shares of Common Stock are ultimately issued, that would also result in substantial dilution to our existing common stockholders.
Until such time as we can generate substantial development, manufacturing, license or product revenues, we expect to finance our cash needs through a combination of equity offerings, collaborations, strategic alliances, service contracts, manufacturing contracts, facility build-out and technology transfer contracts, licensing and other arrangements. Sources of funds may not be available or, if available, may not be available on terms satisfactory to us.
If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected, and we may be unable to continue our operations.
To the extent that we raise additional capital through a public or private offering and sale of equity securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a stockholder. Sales of our common stock offered through current or future equity offerings may result in substantial dilution to our stockholders. The sale of a substantial number of shares of our Common Stock to investors, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
We have the option to pay the contingent development milestone consideration owed to the RubrYc Therapeutics, Inc. (“RubrYc”) shareholders in shares of our Common Stock. Our stockholders will experience substantial dilution from the issuance of shares of common stock to pay the contingent development milestone consideration, should we elect to pay such development milestones in shares of common stock in lieu of cash and may not realize a benefit from the acquisition of substantially all of the assets RubrYc commensurate with the ownership dilution they will experience in connection therewith.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as previously disclosed in a Current Report on Form 8-K, the Company has not sold any unregistered securities during the quarter ended September 30, 2026.
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Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Arrangement
During the three months ended September 30, 2026, no director or officer of the Company
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Item 6. Exhibits.
Exhibit No. | | Description |
3.1 | Certificate of Incorporation of iBio, Inc., Certificate of Merger, Certificate of Ownership and Merger, Certificate of Amendment of the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2018 – File No. 001-35023) | |
3.2 |
| Certificate of Amendment of the Certificate of Incorporation of iBio, Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2018 – File No. 001-35023) |
3.3 | Certificate of Designation, Preferences and Rights of the iBio CMO Preferred Tracking Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 24, 2017 – Commission File No. 001-35023) | |
3.4 | Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2018 – Commission File No. 001-35023) | |
3.5 | Certificate of Designation, Preferences and Rights of the Series B Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2018 – Commission File No. 001-35023) | |
3.6 | Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2019 – Commission File No. 001-35023) | |
3.7 | Second Amended and Restated Bylaws of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2022 – File No. 000-53125) | |
3.8 | Certificate of Designation of Preferences, Rights and Limitations of Series 2022 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2022 – Commission File No. 001-35023) | |
3.9 | Certificate of Amendment of the Certificate of Incorporation if iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2022 – File No. 001-35023) | |
3.10 | Certificate of Amendment of the Certificate of Incorporation if iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2023 – File No. 001-35023) | |
3.11 | Certificate of Amendment to the Certificate of Incorporation of iBio, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2026 – File No. 001-35023) | |
10.1# | Employment Agreement, dated July 31, 2026, by and between iBio, Inc. and Molly Carr, MD (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2026 – File No. 001-35023) | |
10.2# | Amendment No. 1 to the iBio, Inc. 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2026 – File No. 001-35023) | |
31.1* |
| Certification of Periodic Report by Principal Executive Officer Pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
| Certification of Periodic Report by Principal Financial Officer Pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
| Certification of Periodic Report by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** | Certification of Periodic Report by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS |
| Inline XBRL Instance* |
101.SCH |
| Inline XBRL Taxonomy Extension Schema* |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation* |
101.DEF |
| Inline XBRL Taxonomy Extension Definition* |
101.LAB |
| Inline XBRL Taxonomy Extension Labeled* |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation* |
104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
# Indicates a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| iBio, Inc. |
| (Registrant) |
|
|
Date: November 10, 2026 | /s/ Martin Brenner |
| Martin Brenner |
| Chief Executive Officer and Chief Scientific Officer |
| |
Date: November 10, 2026 | /s/ Felipe Duran |
| Felipe Duran |
| Chief Financial Officer |
| Principal Financial Officer and Principal Accounting Officer |
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