IBIO, INC. : Submission of Business to the Securityholders’ Vote, Other Events, Financial Statements and Evidence (Form 8-K)

Article 5.07. Submission of questions to the vote of security holders.

At December 9, 2021, iBio, Inc. (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on six (6) proposals and cast their votes as described below. A total of 134,601,183 shares were represented in person or by proxy, which represented a quorum. These matters are described in detail in the Company’s definitive proxy statement in Schedule 14A for the annual meeting (the “final proxy statement”), which has been filed with the Security and Trade Commission to October 26, 2021.

Allow more time for the shareholders of the Company to vote on (i) proposal 4-Approval of an amendment to the certificate of incorporation of the Company, as amended, to effect the Reverse Stock Split (as defined below ) and (ii) proposal 5-Approval of an amendment to the certificate of incorporation of the Company, as amended, in order to reduce, simultaneously and subject to the effectiveness of the Reverse Stock Split, the number of ordinary shares Authorizations of the Company (as defined below) from 275,000,000 to 55,000,000 (as such proposals are further described in the following paragraph), the Company adjourned the Annual Meeting with respect to the proposals 4 and 5 until 9:00 a.m. (Eastern Time) to
22 December 2021, which will be a virtual meeting.

Proposal 4 is a proposal to approve (only where deemed desirable by the board of directors) an amendment to the certificate of incorporation of the company, as amended (the “certificate of incorporation”), in order to carry out a consolidation of shares of the issued and outstanding ordinary shares of the Company, $ 0.001 par value per share (the “Common Shares”), on the basis of one (1) Common Share for every ten (10) Common Shares (the “Reverse Stock Split”), and Proposal 5 is a proposal to approve ( only where the board of directors deems it desirable) an amendment to the certificate of incorporation, to reduce, simultaneously and subject to the effectiveness of the stock split, the number of authorized common shares from 275,000,000 to 55,000,000 (the “Proposed decrease in authorized shares”). This current report on Form 8-K will be amended to reflect the results of Proposition 4 and Proposition 5 once the final results have been received by the company following an additional vote.

The final results of propositions 1, 2, 3 and 6 are as follows:

Proposal 1 – Election of class I administrators.

The following three (3) nominees appointed Class I directors of the Board of Directors of the Company, each for a three-year term expiring at the annual meeting of shareholders in 2024 and until the successor of such director is duly elected and qualified, were elected with the following votes:



        Name of Director            Votes For      Withheld     Broker Non-Votes
1.  General (Ret.) James T. Hill    77,405,910    13,531,622       43,663,651
2.  Thomas F. Isett                 75,757,288    15,180,244       43,663,651
3.  Evert Schimmelpennink           78,466,494    12,471,038       43,663,651



Proposal 2 – Ratification of the appointment of a registered independent public accounting firm.

The shareholders ratified the appointment of CohnReznick srl as a registered independent public accounting firm of the Company for the year ending June 30, 2022
on the basis of the votes indicated below:


 Votes For     Votes Against    Abstentions    Broker Non-Votes
120,677,847     10,254,823       3,668,513            0





Proposal 3 – Approval, in an advisory and non-binding capacity, of the compensation of the Named Executive Officers of the Company

The shareholders approved, on an advisory and non-binding basis, the remuneration of the appointed officers of the Company (“say-on-pay”), as set out in the final proxy statement. The results of the vote for this approved proposal are as follows:



Votes For     Votes Against    Abstentions    Broker Non-Votes
64,190,654     22,832,644       3,914,234        43,663,651





Proposal 6 – Approval of the adjournment of the 2021 Annual Meeting, if the Board of Directors deems it necessary or appropriate, to solicit additional proxies if there are not enough votes in favor of the proposals (4 ) or (5).

The shareholders voted to approve the authorization to adjourn the Annual Meeting should the Board of Directors deem it necessary or appropriate, if the quorum was reached, to solicit additional proxies if there was not enough of votes in favor of the proposal 4-Reverse Division of shares or proposal 5-Proposal of authorized reduction of shares. The results of the vote for this approved proposal are as follows:


Votes For     Votes Against    Abstentions    Broker Non-Votes
87,764,956     44,940,309       1,895,918            0


Item 8.01.  Other Events.


As indicated above in point 5.07, the Annual Meeting will be reconvened on
22 December 2021 at 9:00 a.m. (Eastern Time) via a virtual meeting for the sole purpose of giving shareholders additional time to vote on proposals 4 and 5. A press release published by the Company on December 10, 2021 The announcement of the Annual Meeting is included as Exhibit 99.1 of this current report on Form 8-K.

Article 9.01. Financial statements and supporting documents.

(d) Exhibitions.

The following attachment is provided with this current report on Form 8-K.

  Exhibit
   Number       Exhibit Description
    99.1          Press Release, issued by iBio, Inc. on December 10, 2021

                Cover Page Interactive Data File (embedded within the Inline XBRL
    104         document)

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