iBio increases authorized common shares to 500M

The charter change was effective October 16, while the incentive-plan reserve formula applies through annual increases scheduled from 2027 to 2033.

Rhea-AI Filing Summary

iBio, Inc. increased authorized common shares from 275,000,000 to 500,000,000; the charter amendment became effective October 16, 2026, after stockholders approved it at the October 14 annual meeting. Stockholders also approved an amendment to the 2023 Omnibus Incentive Plan. On January 1, 2027, January 1, 2028, and January 1, 2029, each annual increase to shares reserved and available for issuance equals 5% of common shares outstanding on the preceding December 31, plus 3% of shares issuable upon exercise of pre-funded warrants outstanding on that date. On January 1, 2030, January 1, 2031, January 1, 2032, and January 1, 2033, each increase equals 5% of common shares outstanding on the preceding December 31; the Board may set a lower increase before January 1 of a given year.

William Clark and Gary Sender were elected as Class III directors for terms expiring at the 2029 annual meeting. Stockholders ratified Grassi & Co., CPAs, P.C. for the fiscal year ending June 30, 2027, and approved named executive officer compensation on a non-binding advisory basis.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Authorized common shares before amendment: 275,000,000 shares Authorized common shares after amendment: 500,000,000 shares Plan reserve increase component: 5% +4 more

7 metrics

Authorized common shares before amendment 275,000,000 shares Authorized share count before the charter amendment

Authorized common shares after amendment 500,000,000 shares Authorized share count after the amendment became effective October 16, 2026

Plan reserve increase component 5% Of common shares outstanding on the preceding December 31, for increases scheduled January 1, 2027, January 1, 2028, and January 1, 2029

Pre-funded warrant reserve increase component 3% Of shares issuable upon exercise of pre-funded warrants outstanding on the preceding December 31, for increases scheduled January 1, 2027, January 1, 2028, and January 1, 2029

Plan reserve increase 5% Of common shares outstanding on the preceding December 31, for increases scheduled January 1, 2030, January 1, 2031, January 1, 2032, and January 1, 2033

Votes for authorized share increase 45,730,093 votes Stockholder vote on the authorized share increase proposal

Shares represented at annual meeting 48,244,264 shares Shares represented in person or by proxy; the meeting had a quorum

Key Terms

evergreen provision, pre-funded warrants, authorized shares, broker non-votes

4 terms

evergreen provision technical

"amend the “evergreen” provision of the Plan"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

pre-funded warrants financial

"shares issuable upon exercise of pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

authorized shares regulatory

"increase the number of authorized shares of Common Stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

broker non-votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many authorized shares did iBio stockholders approve?

iBio stockholders approved an increase in authorized common shares from 275,000,000 to 500,000,000. The charter amendment became effective October 16, 2026.

How did iBio stockholders vote on the incentive-plan amendment?

The amendment was approved with 27,693,575 votes for, 8,263,100 votes against, and 226,837 abstentions; there were 12,060,752 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/19/2026 - 04:16 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:16 PM EDT Learn about SEC filing dates

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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): October 14, 2026

iBio, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

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

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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:

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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

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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. ☐

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

On October 14, 2026, iBio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 1 (the “Plan Amendment”) to the iBio, Inc. 2023 Omnibus Incentive Plan (the “Plan”) to amend the “evergreen” provision of the Plan such that: (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), reserved and available for issuance under the Plan will increase by a number of shares equal to: (i) 5% of the number of shares of Common Stock outstanding on December 31 of the preceding calendar year, plus (ii) 3% of the number of shares of Common Stock issuable upon exercise of pre-funded warrants outstanding on December 31 of the preceding calendar year, and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance under the Plan will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, provided that the Board of Directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares. A description of the Plan, as amended by the Plan Amendment, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2026 (the “Definitive Proxy Statement”), in the section entitled “Proposal 5 — Approval of an Amendment to the Company’s 2023 Omnibus Incentive Plan,” which is incorporated herein by reference. The description of the Plan Amendment is qualified in its entirety by reference to the full text thereof, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 5.07 below, at the Annual Meeting the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of Common Stock from 275,000,000 shares to 500,000,000 shares (the “Authorized Share Increase”). On October 16, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, which became effective upon filing.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on six (6) proposals and cast their votes as described below. A total of 48,244,264 shares were represented in person or by proxy, which represented a quorum. The matters below are described in detail in the Definitive Proxy Statement.

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Proposal 1 – Election of Directors Proposal

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The following two (2) nominees were elected as Class III directors of the Company’s Board of Directors (the “Board”), each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, with the following votes:

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Name of Director	​ ​ ​	Votes For	​ ​ ​	Withheld	​ ​ ​	Broker Non-Votes
1. William Clark		35,039,749		1,143,763		12,060,752
2. Gary Sender		35,909,610		273,902		12,060,752

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Proposal 2 – Auditor Ratification Proposal

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The stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027 based on the votes set forth below:

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Votes For	​ ​ ​	Votes Against	​ ​ ​	Abstentions	​ ​ ​	Broker Non-Votes
47,499,835		140,624		603,805		0

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Proposal 3 – Say-on-Pay Proposal

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The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“say-on-pay”), as disclosed in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:

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Votes For	​ ​ ​	Votes Against	​ ​ ​	Abstentions	​ ​ ​	Broker Non-Votes
35,524,321		404,426		254,765		12,060,752

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Proposal 4 - Authorized Share Increase Proposal

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The stockholders approved the Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 275,000,000 shares to 500,000,000 shares (the “Authorized Share Increase Proposal”), as described above under Item 5.03 and in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:

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Votes For	​ ​ ​	Votes Against	​ ​ ​	Abstentions	​ ​ ​	Broker Non-Votes
45,730,093		2,052,563		461,608		0

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Proposal 5 - Plan Amendment Proposal

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The stockholders approved the Plan Amendment (the “Plan Amendment Proposal”), as described above under Item 5.02 and in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:

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Votes For	​ ​ ​	Votes Against	​ ​ ​	Abstentions	​ ​ ​	Broker Non-Votes
27,693,575		8,263,100		226,837		12,060,752

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Proposal 6 - Adjournment Proposal

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The stockholders approved the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were not sufficient votes in favor of Authorized Share Increase Proposal and/or the Plan Amendment Proposal, as described in the Definitive Proxy Statement. The results of the voting for this approved proposal are as follows:

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Votes For	​ ​ ​	Votes Against	​ ​ ​	Abstentions	​ ​ ​	Broker Non-Votes
27,867,928		8,100,316		215,268		12,060,752

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Notwithstanding the approval of this proposal, because each of the Authorized Share Increase Proposal and the Plan Amendment Proposal received the requisite votes for approval at the Annual Meeting as convened, it was not necessary for the Company to adjourn the Annual Meeting.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit Number	​ ​ ​	Exhibit Description
3.1	​	Certificate of Amendment to the Certificate of Incorporation of iBio, Inc.
10.1	​	Amendment No. 1 to the iBio, Inc. 2023 Omnibus Incentive Plan
104	​	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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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.

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​	IBIO, INC.
Date: October 19, 2026	By:	/s/ Marc A. Banjak
		Name:	Marc A. Banjak
​	​	Title:	Chief Legal Officer and Corporate Secretary

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Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 11.1 KB

Other Documents

• EX-3.1 EX-3.1 11.9 KB
• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 3.5 KB
• EX-101 EX-101.LAB 16.8 KB
• EX-101 EX-101.PRE 11.1 KB