[SCHEDULE 13G/A] iBio, Inc. Amended Passive Investment Disclosure
iBio: Cormorant reports 9.99% stake
iBio, Inc. ownership update: Cormorant Asset Management and Bihua Chen report beneficial ownership of 3,834,335 shares of common stock, representing 9.99% of the class.
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iBio, Inc. ownership update: Cormorant Asset Management and Bihua Chen report beneficial ownership of 3,834,335 shares of common stock, representing 9.99% of the class. The holdings reflect shares issuable upon exercise of pre-funded and Series G warrants, subject to a 9.99% beneficial ownership limit. The filing cites 34,543,561 shares outstanding as of February 9, 2026. The Reporting Persons note up to 7,752,005 shares would be issuable upon exercise of the Warrants absent the ownership limitation; 3,570,000 Series H shares are excluded from the reported total.
Insights
Cormorant reports a near-10% position in iBio via warrants and associated holdings.
The filing states the Reporting Persons beneficially own 3,834,335 shares, equal to 9.99% of common stock based on February 9, 2026 outstanding shares. The reported holdings arise from Warrants (pre-funded and Series G) that are exercisable up to 7,752,005 shares but limited by a 9.99% cap.
Future changes in exercisability or conversions could alter visible ownership; subsequent filings will show any exercises or changes in outstanding share counts. Cash‑flow treatment for exercises is not stated in the excerpt.
Position is material for disclosure but constrained by an explicit ownership cap.
The Reporting Persons disclose shared voting and dispositive power over 3,834,335 shares and specify that additional exercisable warrants would be limited to avoid exceeding 9.99%. The excerpt also excludes 3,570,000 shares issuable only upon exercise of a Series G warrant into a Series H warrant.
Derivative structure and the ownership cap mean actual voting power could change if warrants are exercised; the filing links percentages to the issuer's Form 10-Q outstanding share count as of February 9, 2026.
Key Figures
Beneficial ownership:3,834,335 sharesPercent of class:9.99%Warrants exercisable (maximum):7,752,005 shares+2 more
5 metrics
Beneficial ownership3,834,335 sharesAmount beneficially owned reported by the Reporting Persons
Percent of class9.99%Percent of common stock calculated using outstanding shares as of <date>February 9, 2026</date>
Warrants exercisable (maximum)7,752,005 sharesShares issuable upon exercise of pre-funded and Series G warrants, subject to ownership limit
Shares outstanding34,543,561 sharesShares outstanding used for percentage calculation as of <date>February 9, 2026</date>
Series H exclusion3,570,000 sharesShares issuable upon exercise of a Series H warrant excluded from reported holdings
Key Terms
pre-funded warrants, Series G warrant, beneficially own, shared dispositive power
4 terms
pre-funded warrantsfinancial
"The Reporting Persons' holdings reported herein reflect shares ... issuable upon the 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.
Series G warrantfinancial
"The Reporting Persons' holdings reported herein reflect shares ... issuable upon the exercise of ... Series G warrants"
beneficially ownregulatory
"would cause the holder, together with its affiliates, to beneficially own in excess of 9.99% of the number of shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerregulatory
"Shared Dispositive Power 3,834,335.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Cormorant Asset Management report in iBio (IBIO)?
Cormorant reports beneficial ownership of 3,834,335 shares, equal to 9.99% of common stock, based on February 9, 2026 outstanding shares. The holdings arise from warrants and related positions.
How many shares could be issued upon exercise of the reported warrants?
The filing states the Warrants would be exercisable for up to 7,752,005 shares of common stock, subject to a 9.99% beneficial ownership limit that restricts exercise above that threshold.
Does the reported ownership include Series H warrant shares?
No. The Reporting Persons state their holdings do not include 3,570,000 shares issuable upon exercise of a Series H warrant, which is exercisable only upon exercise of the Series G warrant.
On what outstanding share count is the 9.99% calculated?
The percentage is calculated using 34,543,561 shares outstanding as of February 9, 2026, cited from the issuer's Form 10-Q for the period ended December 31, 2025.
Who has voting and dispositive power over the reported shares?
The filing reports shared voting power and shared dispositive power of 3,834,335 shares for the Reporting Persons; sole voting and dispositive power are reported as 0.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
iBio, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
451033708
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
451033708
1
Names of Reporting Persons
Cormorant Asset Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,834,335.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,834,335.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,834,335.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
451033708
1
Names of Reporting Persons
Bihua Chen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,834,335.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,834,335.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,834,335.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
iBio, Inc.
(b)
Address of issuer's principal executive offices:
11750 Sorrento Valley Road, Suite 200, San Diego, California 92121
Item 2.
(a)
Name of person filing:
Cormorant Asset Management, LP
Bihua Chen
This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
(b)
Address or principal business office or, if none, residence:
200 Clarendon Street, 52nd Floor
Boston, MA 02116
(c)
Citizenship:
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
451033708
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,834,335
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,834,335
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,834,335
The Reporting Persons' holdings reported herein reflect shares of common stock of the Issuer ("Common Stock") issuable upon the exercise of pre-funded warrants and/or Series G warrants (collectively, the "Warrants"); provided that the Warrants may not be exercised if such exercise would cause the holder, together with its affiliates, to beneficially own in excess of 9.99% of the number of shares of the Issuer's Common Stock then outstanding. The Warrants would be exercisable for up to 7,752,005 shares of Common Stock, subject to the limitation on exercise. If not for such limitation on exercise, the Reporting Persons would beneficially own in excess of 9.99% of the Issuer's Common Stock. The Reporting Persons' holdings reported herein does not include 3,570,000 shares of Common Stock issuable upon exercise of a Series H warrant that is issuable only upon the exercise of the Series G warrant. The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2025, as filed with the Securities and Exchange Commission on February 10, 2026, that there were 34,543,561 shares of Common Stock of the Issuer outstanding as of February 9, 2026.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The Cormorant Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Cormorant Global Healthcare Master Fund, LP, a Cormorant Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Cormorant Asset Management, LP
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen, Managing Member
Date:
05/15/2026
Bihua Chen
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen
Date:
05/15/2026
Exhibit Information
Joint Filing Statement, incorporated by reference to the Joint Filing Statement included with the Schedule 13G filed by the Reporting Persons on November 14, 2025.
