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): January 11, 2021

iBio, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

8800 HSC Parkway

Bryan, Texas 77807

(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:

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

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 8.01. Other Events.

iBio, Inc., a Delaware corporation (the “Company”), closed an underwritten public offering of an aggregate of 29,661,017 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), on December 10, 2020. As part of that offering, the underwriter was provided a thirty-day option to acquire up to 4,449,152 additional Shares (the “Option Shares”) of the Company’s Common Stock. The underwriter notified the Company of its decision to partially exercise the option, and on January 11, 2021, the Company issued an additional 4,240,828 Shares to satisfy the underwriter’s option exercise. The Option Shares were purchased by the underwriter from the Company at a price of $1.0955 per share. The difference between the price at which the underwriter purchased the Option Shares from the Company and the higher price at which the underwriter may opt to resell such shares may be deemed underwriting compensation. The underwriter’s purchase of the Option Shares generated additional gross proceeds for the Company of approximately $4.6 million, bringing the total gross proceeds in the public offering to approximately $37.1 million.

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.