UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended June 30, 2012
OR
| o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _____ to _____
Commission File Number 001-35023
| iBio, Inc. |
| (Exact name of small business registrant in its charter) |
| Delaware | 26-2797813 | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
||
| 9 Innovation Way, Suite | |||
| 100, Newark, DE | 19711 | ||
| (Address of principal executive offices) |
(Zip Code) |
(302) 355-0650
(Registrant’s telephone number, including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
| Title of Each Class | Name of each exchange on which registered |
||
| Common Stock, $0.001 par | NYSE MKT | ||
| value per share |
Securities registered under Section 12(g) of the Exchange Act: None
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ||
| Yes o | No x | |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | ||
| Yes o | No x | |
| 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 and 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. | ||
| Yes x | No o | |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). | ||
| Yes x | No o | |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | ||
| o | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer | o | |
| Accelerated Filer | o | |
| Non-accelerated Filer | o | |
| Smaller reporting company | x |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||
| Yes o | No x | |
| The aggregate market value of the voting stock held by non-affiliates of the Registrant based on the trading price of the Registrant’s Common Stock on June 30, 2012 was $22,339,800 | ||
| The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date: | ||
| Class | Outstanding at September 14, 2012 |
| Common Stock, $0.001 par value | 47,767,095 Shares |
Explanatory Note
The purpose of this Amendment No. 1 to the Annual Report on Form 10-K of iBio, Inc. for the year ended June 30, 2012, filed with the Securities and Exchange Commission on October 12, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks only as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Item 15. Exhibits and Financial Statement Schedules
| Number | Description | ||
| 3.1 | Certificate of Incorporation of the Company (1) | ||
| 3.2 | Certificate of Amendment of the Certificate of Incorporation of the Company (2) | ||
| 3.3 | Bylaws of the Company (3) | ||
| 4.1 | Form of Common Stock Certificate (1) | ||
| 4.2 | Form of Investor Warrant (2008) (4) | ||
| 4.3 | Form of Investor Warrant (2010) (5) | ||
| 10.1 | Technology Transfer Agreement, dated as of January 1, 2004, between the Company and Fraunhofer USA Center for Molecular Biotechnology, Inc. (6) | ||
| 10.2 | Non-Standard Navy Cooperative Research and Development Agreement, dated August 17, 2004, between the Company and Fraunhofer USA Center for Molecular Biotechnology, Inc. (6) | ||
| 10.3 | Supply License Agreement, dated as of March 22, 2006, between the Company and Mannatech, Inc. (6) | ||
| 10.4 | Form of Registration Rights Agreement (2008) (4) | ||
| 10.5 | Form of Registration Rights Agreement (2010) (5) | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm (7) | ||
| 31.1 | Certification of Periodic Report by Chief 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 (7) | ||
| 31.2 | Certification of Periodic Report by Chief 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 (7) | ||
| 32.1 | Certification of Periodic Report by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7) | ||
| 32.2 | Certification of Periodic Report by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7) | ||
| 101.INS | XBRL INSTANCE DOCUMENT (8) | ||
| 101.SCH | XBRL TAXONOMY EXTENSION SCHEMA (8) | ||
| 101.CAL | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE (8) | ||
| 101.DEF | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE (8) | ||
| 101.LAB | XBRL TAXONOMY EXTENSION LABEL LINKBASE (8) | ||
| 101.PRE | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE (8) | ||
| (1) | Incorporated herein by reference to the Company’s Form 10-12G filed with the SEC on July 11, 2008. |
| (2) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2010. |
| (3) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2009. |
| (4) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2008. |
| (5) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2010. |
| (6) | Incorporated herein by reference to the Company’s Form 10-12G filed with the SEC on June 18, 2008. |
| (7) | Previously filed. |
| (8) | In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this report on Form 10-K shall be deemed “furnished” and not “filed.” |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on October 12, 2012.
| iBio, Inc. | |||
| By: | /s/ Robert B. Kay | ||
| Robert B. Kay | |||
| Chief Executive Officer | |||
In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of iBio, Inc. and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Robert B. Kay | Chief Executive Officer and Director | October 12, 2012 | ||
| Robert B. Kay | (Principal Executive Officer) | |||
| /s/ Glenn Chang | Director | October 12, 2012 | ||
| Glenn Chang | ||||
| /s/ Arthur Y. Elliott | Director | October 12, 2012 | ||
| Arthur Y. Elliott, Ph.D. | ||||
| /s/ James T. Hill | Director | October 12, 2012 | ||
| General James T. Hill (Ret.) | ||||
| /s/ Douglas Beck | Chief Financial Officer (Principal | October 12, 2012 | ||
| Douglas Beck, CPA | Financial and Accounting Officer) | |||
| /s/ John D. McKey, Jr. | Director | October 12, 2012 | ||
| John D. McKey, Jr. | ||||
| /s/ Philip K. Russell | Director | October 12, 2012 | ||
| Philip K. Russell, M.D. | ||||
| /s/ Jules Müsing | Director | October 12, 2012 | ||
| Jules Müsing |