Does Dr. Stoner have any related-party relationships with iBio (IBIO)?

iBio stated there are no family relationships between Dr. Stoner and any of its directors or executive officers. The company also reported she has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K and no special appointment arrangements beyond those described.

Veteran biotech executive joins iBio (NASDAQ: IBIO) board as Class II director

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

iBio, Inc. reported changes to its Board of Directors. The Board appointed Dr. Elizabeth Stoner as a Class II director and member of the Compensation Committee, effective May 7, 2026, with a term running until the 2028 annual meeting of stockholders.

Dr. Stoner brings more than 35 years of biotech R&D leadership, including senior roles at Merck Research Laboratories, Semma Therapeutics, and Rhythm Pharmaceuticals, and currently serves as an Entrepreneur Partner at MPM BioImpact. She joins as an independent director, while Evert (Eef) Schimmelpennink resigned from the Board and the Compensation Committee, with the company stating his resignation was not due to any disagreement over operations, policies, or practices.

For the fiscal year ending June 30, 2026, Dr. Stoner will receive the Company’s standard non-employee director compensation, including a $40,000 annual Board fee, a $7,500 annual Compensation Committee fee, and eligibility for an initial stock option grant vesting over 36 months, along with future equity awards under standard policies.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual Board fee: $40,000 Compensation Committee fee: $7,500 Option vesting period: 36 months +2 more

5 metrics

Annual Board fee $40,000 Standard non-employee director compensation for fiscal year ending June 30, 2026

Compensation Committee fee $7,500 Annual fee for serving on Compensation Committee for fiscal year ending June 30, 2026

Option vesting period 36 months One-time stock option grant to Dr. Stoner vests over 36 months

Board term end 2028 annual meeting Dr. Stoner’s Class II director term runs until 2028 annual meeting

Press release date May 8, 2026 Date of press release announcing Dr. Stoner’s appointment

Key Terms

Class II director, Compensation Committee, indemnification agreement, Emerging growth company, +2 more

6 terms

Class II director financial

"appointed Dr. Elizabeth Stoner, M.D., M.S., to serve as a Class II director of the Company"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

Compensation Committee financial

"Dr. Stoner was also appointed to serve as a member of the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

indemnification agreement financial

"Dr. Stoner will also enter into a standard indemnification agreement with the Company"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements regulatory

"Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

clinical-staged company technical

"a pivotal moment in iBio’s evolution as clinical-staged company"

Understanding 8-K Material Events →

05/08/2026 - 04:16 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 7, 2026

iBio, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)


001-35023	26-2797813
(Commission File Number)	(IRS Employer Identification No.)

11750 Sorrento Valley Road, Suite 200

San Diego, California 92121

(Address of principal executive offices and zip code)

(979) 446-0027

(Registrant’s telephone number including area code)

N/A

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	IBIO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2026, the Board of Directors (the “Board”) of iBio, Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Elizabeth Stoner, M.D., M.S., to serve as a Class II director of the Company, effective May 7, 2026, and to serve until the Company’s 2028 annual meeting of stockholders, at which time her term of office shall expire and a Class II director shall be elected for a full term of three years, or until her re-election or earlier resignation or removal. Dr. Stoner was also appointed to serve as a member of the Compensation Committee of the Board.

Dr. Stoner, age 75, is currently an Entrepreneur Partner at MPM BioImpact, supporting both private and public funds. Dr. Stoner has held several leadership roles at MPM BioImpact portfolio companies including interim Chief Executive Officer of Semma Therapeutics; and founder, Chief Medical Officer and Chief Development Officer of Rhythm Pharmaceuticals, Inc. She also served in clinical and advisory roles at Clinical Ink, Inc., Potenza Therapeutics, Inc., Solasia Pharma, Werewolf Therapeutics Inc., and TriNetX, LLC. Prior to joining MPM BioImpact, Dr. Stoner was Senior Vice President of Global Clinical Development Operations at Merck Research Laboratories where she was responsible for its clinical development activities in more than 40 countries. Prior to joining the Merck Research Laboratories, she was an Assistant Professor of Pediatrics at Cornell University Medical College. Dr. Stoner currently serves as a member of the board of two privately held, clinical stage biopharmaceutical companies, LIB Therapeutics, since 2016, and Antiva Bioscience, since 2023. She also served as a member of the board of Arovella Therapeutics Ltd., a biotechnology company traded on the Australian Securities Exchange, from November 2021 until February 2026. Dr. Stoner received her M.D. from the Albert Einstein College of Medicine, M.S. in Chemistry from SUNY at Stony Brook, New York and B.S. in Chemistry from Ottawa University, Kansas.

Dr. Stoner will receive the standard compensation available to the Company’s current non-employee directors, which for the fiscal year ending June 30, 2026, is an annual fee of $40,000 for serving on the Board, an annual fee of $7,500 for serving on the Compensation Committee of the Board, and she is eligible to receive a one-time grant of an option to purchase shares of Common Stock vesting over 36 months, as well as equity awards from time to time, consistent with the Company’s policies and standard practices. Dr. Stoner will also enter into a standard indemnification agreement with the Company, the form of which is attached hereto as Exhibit 10.1.

There are no family relationships between Dr. Stoner and any of the Company’s directors or executive officers, nor does Dr. Stoner have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described above, there were no arrangements or understandings by which Dr. Stoner was appointed as a member of the Board.

On May 7, 2026, Evert Schimmelpennink, a member of the Board, notified the Company of his decision to resign from the Board, including from his position as a member of the Compensation Committee of the Board, effective immediately. His resignation created a vacancy on the Board, which was filled upon the appointment of Dr. Stoner. Mr. Schimmelpennink’s resignation from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 7.01 Regulation FD Disclosure.

On May 8, 2026, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the appointment of Dr. Stoner. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K.

Exhibit Number		Exhibit Description
10.1		Indemnification Agreement (Incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2019 - File No. 001-35023)
99.1		Press Release, issued by iBio, Inc. dated May 8, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 8, 2026	IBIO, INC.

	By:	/s/ Marc A. Banjak
		Name:	Marc A. Banjak
		Title:	Chief Legal Officer

Exhibit 99.1

iBio Appoints Distinguished Biotech Leader, Elizabeth Stoner,

to its Board of Directors

San Diego, California / May 8, 2026 / (GLOBE NEWSWIRE) / -- iBio, Inc. (NASDAQ:IBIO), an AI-driven innovator developing therapies for cardiometabolic, obesity and cardiopulmonary diseases announced today the appointment of Elizabeth Stoner, M.D., M.S. to its Board of Directors.

Dr. Stoner is appointed as an independent member of the Board of Directors and as a member of the Compensation Committee, following the transition of Eef Schimmelpennink from this position, who has stepped down from the Board.

“We are excited to welcome Liz to our Board of Directors at a pivotal moment in iBio’s evolution as clinical-staged company,” said Martin Brenner, Ph.D., DVM, Chief Executive Officer and Chief Scientific Officer. “Liz brings decades of research and development leadership, with experience advancing programs globally and building companies from early stages through value inflection points. These skills, along with her deep understanding of the biotech investment industry, will be highly valuable as we are embarking on our first human clinical trial. I look forward to working closely with Liz as we lead the advancement of developing differentiated therapies for the potential treatment of obesity and pulmonary hypertension associated with heart failure with preserved ejection fraction to meaningfully impact the lives of patients. I’d also like to thank Eef, whose leadership, guidance and personal friendship has been invaluable to the Company, the Board and myself.”

Dr. Elizabeth Stoner is an accomplished biotech executive with more than 35 years of experience leading research and development. She currently serves as an Entrepreneur Partner at MPM BioImpact, a world-leading biotechnology investment firm, where she works closely with portfolio companies to guide clinical strategy and development. Over the course of her career, she has held multiple senior leadership roles, including serving as interim Chief Executive Officer of Semma Therapeutics and as Founder, Chief Medical Officer, and Chief Development Officer of Rhythm Pharmaceuticals.

Earlier in her career, Dr. Stoner was Senior Vice President of Global Clinical Development Operations at Merck Research Laboratories, where she led clinical development activities across more than 40 countries and played a key role in the development of major commercial therapies. Her experience spans endocrine, metabolic, and cardiovascular programs, as well as broad expertise in global regulatory and clinical execution.

Dr. Stoner currently serves on the boards of multiple biotechnology companies, including Antiva Biosciences and LIB Therapeutics and is actively involved in academic and clinical advisory organizations.

“I am pleased to be joining iBio’s Board of Directors at this very exciting time for the Company, on the verge of becoming a clinical-staged biotech company,” commented Dr. Stoner. “I look forward to working with my fellow directors and an incredible management team to progress IBIO-610, IBIO-600, and other assets into the clinic.”

###

About iBio, Inc.

iBio (Nasdaq: IBIO) is a cutting-edge biotech company leveraging AI and advanced computational biology to develop next-generation biopharmaceuticals for cardiometabolic and cardiopulmonary diseases, obesity, cancer and other hard-to-treat diseases. By combining proprietary 3D modeling with innovative drug discovery platforms, iBio is creating a pipeline of breakthrough antibody treatments to address significant unmet medical needs. iBio’s mission is to transform drug discovery, accelerate development timelines, and unlock new possibilities in precision medicine. For more information, visit www.ibioinc.com or follow iBio on LinkedIn.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding iBio’s evolution as clinical-staged company; Dr. Stoner’s skills, along with her deep understanding of the biotech investment industry, being valuable to the Company as it is embarking on its first human clinical trial; iBio leading the advancement of developing differentiated therapies for the potential treatment of obesity and PH-HFpEF to meaningfully impact the lives of patients; the Company becoming a clinical-staged biotech company; Dr. Stoner working with her fellow directors and an incredible management team to progress IBIO-610, IBIO-600, and the other assets into the clinic; Dr. Stoner’s expected contributions as a Board member; the Company’s ability to leverage AI and advanced computational biology to develop next-generation biopharmaceuticals for cardiometabolic and cardiopulmonary diseases, obesity, cancer and other hard-to-treat diseases; iBio’s ability to combine its proprietary 3D modeling with its innovative drug discovery platforms to create a pipeline of breakthrough antibody treatments to address significant unmet medical needs; and iBio’s ability to transform drug discovery, accelerate development timelines, and unlock new possibilities in precision medicine. While iBio believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the ability of iBio to commence its planned clinical trials for IBIO-610, IBIO-600, and its other assets; the ability of Dr. Stoner to contribute to the Company as expected; iBio’s ability to obtain regulatory approvals for commercialization of its product candidates, or to comply with ongoing regulatory requirements; regulatory limitations relating to iBio’s ability to promote or commercialize its product candidates for specific indications; acceptance of iBio’s product candidates in the marketplace and the successful development, marketing or sale of products; and whether iBio will incur unforeseen expenses or liabilities or other market factors; and the other factors discussed in iBio’s filings with the SEC including its Annual Report on Form 10-K for the year ended June 30, 2025 and its subsequent filings with the SEC on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and iBio undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Contact:

iBio, Inc.
Investor Relations
ir@ibioinc.com

Ignacio Guerrero-Ros, Ph.D., or David Schull
Russo Partners, LLC
Ignacio.guerrero-ros@russopartnersllc.com
David.schull@russopartnersllc.com
(858) 717-2310 or (646) 942-5604

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did iBio (IBIO) disclose in this Form 8-K?

iBio disclosed that its Board appointed Dr. Elizabeth Stoner as a Class II director and Compensation Committee member, effective May 7, 2026. Her appointment fills the vacancy created by the resignation of director Evert Schimmelpennink, who stepped down from the Board and Compensation Committee.

Who is Dr. Elizabeth Stoner, the new iBio (IBIO) board member?

Dr. Elizabeth Stoner is an experienced biotech executive with over 35 years in research and development leadership. She serves as an Entrepreneur Partner at MPM BioImpact and previously held senior roles at Merck Research Laboratories, Semma Therapeutics, and Rhythm Pharmaceuticals, as well as various board positions in biotech companies.

What compensation will Dr. Stoner receive as an iBio (IBIO) director?

For the fiscal year ending June 30, 2026, Dr. Stoner will receive a $40,000 annual fee for Board service and $7,500 for serving on the Compensation Committee. She is also eligible for a one-time stock option grant vesting over 36 months and additional equity awards over time.

Why did Evert Schimmelpennink resign from iBio’s (IBIO) Board of Directors?

Evert Schimmelpennink notified iBio on May 7, 2026 of his decision to resign from the Board and the Compensation Committee. The company stated his resignation was not due to any disagreement with iBio regarding its operations, policies, or practices, and his seat was filled by Dr. Stoner.

How long will Dr. Stoner’s term on the iBio (IBIO) Board last?

Dr. Stoner will serve as a Class II director from May 7, 2026 until iBio’s 2028 annual meeting of stockholders. At that meeting, the Class II seat will be up for election for a new three-year term, subject to re-election or earlier resignation or removal.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 16.0 KB