Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Aug. 26, 2019 | Dec. 31, 2018 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | iBio, Inc. | ||
Entity Central Index Key | 0001420720 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 7,284,651 | ||
Trading Symbol | IBIO | ||
Entity Common Stock, Shares Outstanding | 24,152,455 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash | $ 4,421 | $ 15,934 |
Accounts receivable - trade | 97 | 75 |
Prepaid expenses and other current assets | 290 | 276 |
Total Current Assets | 4,808 | 16,285 |
Fixed assets, net of accumulated depreciation | 24,380 | 25,152 |
Intangible assets, net of accumulated amortization | 1,374 | 1,620 |
Security deposit | 24 | 26 |
Total Assets | 30,586 | 43,083 |
Current liabilities: | ||
Accounts payable (related party of $65 and $189 as of June 30, 2019 and 2018, respectively) | 1,001 | 790 |
Accrued expenses (related party of $699 and $789 as of June 30, 2019 and 2018, respectively) | 965 | 1,048 |
Capital lease obligation - current portion | 213 | 197 |
Contract liabilities | 1,279 | 0 |
Total Current Liabilities | 3,458 | 2,035 |
Capital lease obligation - net of current portion | 24,671 | 24,884 |
Total Liabilities | 28,129 | 26,919 |
Commitments and Contingencies | ||
iBio, Inc. Stockholders' Equity: | ||
Common stock - $0.001 par value; 275,000,000 shares authorized; 20,152,458 and 16,040,126 shares issued and outstanding as of June 30, 2019 and 2018, respectively | 20 | 16 |
Additional paid-in capital | 108,295 | 104,408 |
Accumulated other comprehensive loss | (31) | (30) |
Accumulated deficit | (105,821) | (88,228) |
Total iBio, Inc. Stockholders' Equity | 2,463 | 16,166 |
Noncontrolling interest | (6) | (2) |
Total Equity | 2,457 | 16,164 |
Total Liabilities and Equity | 30,586 | 43,083 |
iBio CMO [Member] | ||
iBio, Inc. Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series A Preferred Stock [Member] | ||
iBio, Inc. Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
iBio, Inc. Stockholders' Equity: | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Accounts payable, related parties | $ 65 | $ 189 |
Accrued expenses, related parties | $ 699 | $ 789 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 |
Common stock, shares issued (in shares) | 20,152,458 | 16,040,126 |
Common stock, shares outstanding (in shares) | 20,152,458 | 16,040,126 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (in shares) | 6,300 | 6,300 |
Preferred stock, shares issued (in shares) | 3,987 | 6,210 |
Preferred stock, shares outstanding (in shares) | 3,987 | 6,210 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (in shares) | 5,785 | 5,785 |
Preferred stock, shares issued (in shares) | 5,785 | 5,785 |
Preferred stock, shares outstanding (in shares) | 5,785 | 5,785 |
iBio CMO [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 1 | 1 |
Preferred stock, shares outstanding (in shares) | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Revenues | $ 2,018 | $ 444 |
Operating expenses: | ||
Research and development (related party of $954 and $877), net of grant income of $37 and $44 | 5,474 | 3,986 |
General and administrative (related party of $1,051 and $942) | 12,332 | 10,685 |
Total operating expenses | 17,806 | 14,671 |
Operating loss | (15,788) | (14,227) |
Other income (expense): | ||
Interest expense - related party | (1,900) | (1,915) |
Interest income | 75 | 15 |
Royalty income | 16 | 19 |
Total other income (expense) | (1,809) | (1,881) |
Consolidated net loss | (17,597) | (16,108) |
Net loss attributable to noncontrolling interest | 4 | 3 |
Net loss attributable to iBio, Inc. | (17,593) | (16,105) |
Preferred stock dividends | (260) | (260) |
Net loss available to iBio, Inc. | (17,853) | (16,365) |
Comprehensive loss: | ||
Consolidated net loss | (17,597) | (16,108) |
Other comprehensive loss - foreign currency translation adjustments | (1) | (1) |
Comprehensive loss | $ (17,598) | $ (16,109) |
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted | $ (0.94) | $ (1.54) |
Weighted-average common shares outstanding - basic and diluted | 18,926 | 10,631 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Operating expenses research and development, related party | $ 954 | $ 877 |
Revenue from Contract with Customer, Including Assessed Tax | 37 | 44 |
Operating expenses general and administrative, related party | $ 1,051 | $ 942 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Accumulated Other Comprehensive Loss [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Jun. 30, 2017 | $ (29) | $ 0 | $ 9 | $ 81,057 | $ (72,123) | $ 1 | $ 8,915 |
Balance (in shares) at Jun. 30, 2017 | 0 | 8,912 | |||||
Effect of reverse stock split | 0 | $ 0 | $ 7 | 9,529 | 0 | 0 | 9,536 |
Sales of common stock (in shares) | 0 | 6,910 | |||||
Sales of preferred stock | 0 | $ 0 | $ 0 | 12,085 | 0 | 0 | 12,085 |
Sales of preferred stock (in shares) | 12 | 0 | |||||
Costs to raise capital | 0 | $ 0 | $ 0 | (1,175) | 0 | 0 | (1,175) |
Commitment fees for issuance of common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Commitment fees for issuance of common stock (in shares) | 0 | 120 | |||||
Cash in lieu for fractional shares | 0 | $ 0 | $ (1) | 0 | 0 | 0 | (1) |
Cash in lieu for fractional shares (in shares) | 0 | (2) | |||||
Additional paid-in capital - capital contribution | 0 | $ 0 | $ 0 | 1,093 | 0 | 0 | 1,093 |
Additional paid-in capital - preferred stock | 0 | 0 | 0 | 1,050 | 0 | 0 | 1,050 |
Conversion of preferred stock to common stock | 0 | $ 0 | $ 1 | (1) | 0 | 0 | 0 |
Conversion of preferred stock to common stock (in shares) | 0 | 100 | |||||
Shared-based compensation | 0 | $ 0 | $ 0 | 770 | 0 | 0 | 770 |
Foreign currency translation adjustment | (1) | 0 | 0 | 0 | 0 | 0 | (1) |
Net loss | 0 | 0 | 0 | 0 | (16,105) | (3) | (16,108) |
Balance at Jun. 30, 2018 | (30) | $ 0 | $ 16 | 104,408 | (88,228) | (2) | 16,164 |
Balance (in shares) at Jun. 30, 2018 | 12 | 16,040 | |||||
Sales of common stock | 0 | $ 0 | $ 1 | 1,349 | 0 | 0 | 1,350 |
Sales of common stock (in shares) | 0 | 1,500 | |||||
Costs to raise capital | 0 | $ 0 | $ 0 | (159) | 0 | 0 | (159) |
Additional paid-in capital - capital contribution | 0 | 0 | 0 | 2,459 | 0 | 0 | 2,459 |
Conversion of preferred stock to common stock | 0 | $ 0 | $ 2 | (2) | 0 | 0 | 0 |
Conversion of preferred stock to common stock (in shares) | (2) | 2,470 | |||||
Issuance of common stock to underwriters | 0 | $ 0 | $ 1 | (1) | 0 | 0 | 0 |
Issuance of common stock to underwriters (in shares) | 0 | 142 | |||||
Shared-based compensation | 0 | $ 0 | $ 0 | 241 | 0 | 0 | 241 |
Foreign currency translation adjustment | (1) | 0 | 0 | 0 | 0 | 0 | (1) |
Net loss | 0 | 0 | 0 | 0 | (17,593) | (4) | (17,597) |
Balance at Jun. 30, 2019 | $ (31) | $ 0 | $ 20 | $ 108,295 | $ (105,821) | $ (6) | $ 2,457 |
Balance (in shares) at Jun. 30, 2019 | 10 | 20,152 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (17,597) | $ (16,108) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ||
Share-based compensation | 241 | 770 |
Amortization of intangible assets | 322 | 341 |
Depreciation | 1,427 | 1,368 |
Write-off of fixed assets | 179 | 0 |
Bad debt expense | 0 | 61 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | (22) | 39 |
Work in process | 0 | 26 |
Prepaid expenses and other current assets | (15) | 8 |
Security deposit | 1 | 0 |
Accounts payable | 292 | 49 |
Accrued expenses | (82) | 124 |
Contract liabilities | 1,279 | (158) |
Net cash used in operating activities | (13,975) | (13,480) |
Cash flows from investing activities: | ||
Additions to intangible assets | (70) | (145) |
Purchases of fixed assets | (920) | (934) |
Net cash used in investing activities | (990) | (1,079) |
Cash flows from financing activities: | ||
Proceeds from sales of preferred and common stock | 1,350 | 21,621 |
Costs to raise capital | (159) | (1,175) |
Proceeds from capital contribution | 2,459 | 1,093 |
Proceeds from additional paid-in capital - preferred stock | 0 | 1,050 |
Payment of capital lease obligation | (197) | (183) |
Net cash provided by financing activities | 3,453 | 22,406 |
Effect of exchange rate changes | (1) | (1) |
Net increase (decrease) in cash | (11,513) | 7,846 |
Cash - beginning of year | 15,934 | 15,934 |
Cash - end of year | 4,421 | 15,934 |
Schedule of non-cash activities: | ||
Unpaid intangible assets included in accounts payable | 8 | 2 |
Intangible assets included in accounts payable in prior period, paid in current period | 2 | 7 |
Unpaid fixed assets included in accounts payable | 14 | 84 |
Fixed assets included in accounts payable in prior period, paid in current period | 84 | 87 |
Conversion of preferred stock shares into common stock shares | 2 | 0 |
Supplemental cash flow information: | ||
Cash paid during the year for interest | $ 1,903 | $ 1,917 |
Nature of Business
Nature of Business | 12 Months Ended |
Jun. 30, 2019 | |
Nature of Business | |
Nature of Business | 1. Nature of Business iBio, Inc. and Subsidiaries (“iBio” or the “Company”) is a biotechnology company focused on using our proprietary technologies and production facilities to provide product development and manufacturing services to clients, collaborators and third-party customers as well as developing and commercializing our own product candidates; and a full-service plant-based expression biologics CDMO equipped to deliver pre-clinical development through regulatory approval, commercial product launch and on-going commercial phase requirements. iBio's FastPharming TM expression system, iBio's proprietary approach to plant-made pharmaceutical (PMP) production, can produce a range of recombinant products including monoclonal antibodies, antigens for subunit vaccine design, lysosomal enzymes, virus-like particles (VLP), blood factors and cytokines, scaffolds, maturogens and materials for 3D bio-printing and bio-fabrication, biopharmaceutical intermediates and others, as well as create and produce proprietary derivatives of pre-existing products with improved properties. We utilize our proprietary technologies and production facilities to provide product development and manufacturing services to clients, collaborators and third-party customers as well as developing our own product candidates. iBio was established as a public company in August 2008 as the result of a spinoff from Integrated BioPharma, Inc. The Company operates in one business segment under the direction of its Executive Chairman. The Company’s wholly-owned and majority-owned subsidiaries are as follows: iBio CDMO LLC (“iBio CDMO”) (originally named iBio CMO LLC) – iBio CDMO is a Delaware limited liability company formed on December 16, 2015 as iBio CMO, LLC to develop and manufacture plant-made pharmaceuticals. Effective July 1, 2017, iBio CMO changed its name to iBio CDMO. As of December 31, 2015, the Company owned 100% of iBio CDMO. On January 13, 2016, the Company entered into a contract manufacturing joint venture with an affiliate of Eastern Capital Limited (“Eastern”), a stockholder of the Company (the “Eastern Affiliate”). The Eastern Affiliate contributed $15 million in cash for a 30% interest in iBio CDMO. The Company retained a 70% interest in iBio CDMO and contributed a royalty-bearing license which grants iBio CDMO a non-exclusive license to use the Company’s proprietary technologies for research purposes and an exclusive U.S. license for manufacturing purposes. The Company retained the exclusive right to grant product licenses to those who wish to sell or distribute products made using the Company’s technologies. On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate, pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate in exchange for one share of the Company’s iBio CMO Preferred Tracking Stock, par value $0.001 per share. After giving effect to the transaction, the Company owns 99.99% of iBio CDMO. See Note 11 for a further discussion. iBio CDMO’s operations take place in Bryan, Texas in a facility controlled by another affiliate of Eastern (the “Second Eastern Affiliate”) as sublandlord. The facility is a 139,000‑square foot Class A life sciences building located on land owned by the Texas A&M system, designed and equipped for plant-made manufacture of biopharmaceuticals. The Second Eastern Affiliate granted iBio CDMO a 34‑year capital lease for the facility as well as certain equipment (see Note 10). Commercial operations commenced in January 2016. iBio CDMO expects to operate on the basis of three parallel lines of business: (1) Development and manufacturing of third-party products; (2) Development and production of iBio’s proprietary product(s) for treatment of fibrotic diseases and/or other proprietary iBio products; and (3) Commercial technology transfer services including facility design, as needed. iBIO DO BRASIL BIOFARMACÊUTICA LTDA (“iBio Brazil”) – iBio Brazil is a subsidiary organized in Brazil in which the Company has a 99% interest. iBio Brazil was formed to manage and expand the Company’s business activities in Brazil. The activities of iBio Brazil are intended to include coordination and expansion of the Company’s existing relationship with Fundacao Oswaldo Cruz/Fiocruz (“Fiocruz”) beyond the current Yellow Fever Vaccine program (see Note 8) and development of additional products with private sector participants for the Brazilian market. iBio Brazil commenced operations during the first quarter of the fiscal year ended June 30, 2015. iBio Manufacturing LLC (“iBio Manufacturing”) – iBio Manufacturing, a wholly-owned subsidiary, is a Delaware limited liability company formed in November 2015. iBio Manufacturing has not commenced any activities to date. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Jun. 30, 2019 | |
Basis of Presentation | |
Basis of Presentation | 2. Basis of Presentation Going Concern Since our spin-off from Integrated BioPharma, Inc. in August 2008, we have incurred significant losses and negative cash flows from operations. The Company's net loss was approximately $17.6 million and $16.1 million for the years ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company’s accumulated deficit was $105.8 million and it had cash used in operating activities of $14.0 million for the year ended June 30, 2019. As of June 30, 2019, cash on hand totaled approximately $4.4 million which is expected to support the Company’s activities at least through September 30, 2019. In the short-term, we are seeking funding to support our activities beyond such date and have engaged an investment banking firm to assist in this regard. The Company has historically financed its activities through the sale of common stock and warrants. Through June 30, 2019, the Company has dedicated most of its financial resources to research and development, including the development and validation of its own technologies and the development of a proprietary therapeutic product against fibrosis based upon those technologies, advancing its intellectual property, the build-out and recommissioning of its CDMO facility, and general and administrative activities. As of June 30, 2019, the Company has not completed development of or commercialized any vaccine or therapeutic product candidates. As such, the Company expects to continue to incur significant expenses and operating losses for at least the next year. The Company anticipates that its expenses and losses will increase substantially if the Company: · initiates clinical trials of its product candidates; · continues the research and development of its product candidates; · seeks to discover additional product candidates; and · adds operational, financial and management information systems and personnel, including personnel to support its product development and manufacturing efforts. To become and remain profitable, the Company must succeed in commercializing its technologies, alone or with its licensees, the service offerings provided by its CDMO facility, and in developing and eventually commercializing products that generate significant revenue. In addition, profitability will depend on continuing to attract and retain customers for the development, manufacturing and technology transfer services offered by the Company. On June 26, 2018, the Company closed on an underwritten public offering with total gross proceeds of approximately $16,000,000, before deducting underwriting discounts, commissions and other offering expenses payable by the Company. The securities offered by the Company consisted of (i) 4,350,000 shares of Common Stock at $0.90 per share, (ii) 6,300 shares of Series A Convertible Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 7,000,000 shares of Common Stock at $0.90 per share, (iii) 5,785 shares of Series B Convertible Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 6,427,778 shares of Common Stock at $0.90 per share. The Company granted the underwriters, A.G.P./Alliance Global Partners, a 45‑day option to purchase up to an additional 2,666,666 shares of common stock to cover over-allotments, if any. On July 12, 2018, the Company received approximately $1,350,000, before deducting underwriting discounts, commissions and other offering expenses payable by the Company, from the proceeds of the sale of 1,500,000 over-allotment shares of Common Stock purchased at $0.90 by the underwriter during the 45‑day provision. In addition, in June 2018, iBio established a strategic commercial relationship with CC-Pharming Ltd. of Beijing, China ("CC-Pharming") for the joint development of products and manufacturing facilities for the Chinese biopharmaceutical market, utilizing iBio's technology. The first product focus selected pursuant to the Master Joint Development Agreement executed between iBio and CC-Pharming is a therapeutic antibody. During the quarter ending September 30, 2018, iBio received prepayments of approximately $2.9 million from CC-Pharming which it recorded as a contract liability on its balance sheet. In 2019, the Company recognized approximately $1.8 million of the contract liability amounts related to CC-Pharming as revenue. In November 2018, the Company received a capital contribution from the Eastern Affiliate of approximately $2,459,000 for working capital purposes. The history of significant losses, the negative cash flow from operations, the limited cash resources on hand and the dependence by the Company on its ability – about which there can be no certainty – to obtain additional financing to fund its operations after the current cash resources are exhausted raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements were prepared under the assumption that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. The Company plans to fund its future business operations using cash on hand, through proceeds from the sale of additional equity or other securities, and through proceeds realized in connection with the commercialization of its technologies and proprietary products, license and collaboration arrangements and the operation of our subsidiary, iBio CDMO. Reverse Stock Split On May 23, 2018, the Company’s Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1 : 10) shares of the Company’s Common Stock. The reverse stock split was effective as of June 8, 2018. All share and per share amounts of our common stock presented have been retroactively adjusted to reflect the one-for-ten reverse stock split. See Note 11 for more information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include the valuation of intellectual property, legal and contractual contingencies and share-based compensation. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. At June 30, 2019 and 2018, the Company determined that an allowance for doubtful accounts was not needed. Revenue Recognition Effective July 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, " Revenue from Contracts with Customers " ("ASU 2014-09") and other associated standards. Under the new standard, the Company recognizes revenue when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The Company evaluated the new guidance and its adoption did not have a significant impact on the Company's financial statements and a cumulative effect adjustment under the modified retrospective method of adoption was not necessary. There is no change to the Company's accounting policies. Prior to the adoption of ASU 2014-09, the Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Contract liabilities represent billings to a customer to whom the services have not yet been provided. The Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Contract liabilities (deferred revenue) represents billings to a customer to whom the services have not yet been provided. The Company’s contract revenue consists primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzes its agreements to determine whether the elements can be separated and accounted for individually or as a single unit of accounting. Allocation of revenue to individual elements that qualify for separate accounting is based on the separate selling prices determined for each component, and total contract consideration is then allocated pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors. In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied. The nature of the Company's contracts with customers generally fall within the three key elements of the Company's business plan: CDMO Facility Activities; Product Candidate Pipeline, and Facility Design and Build-out / Technology Transfer services. Recognition of revenue is driven by satisfaction of the performance obligations using one of two methods: revenue is either recognized over time or at a point in time. Contracts containing multiple performance obligations classify those performance obligations into separate units of accounting either as standalone or combined units of accounting. For those performance obligations treated as a standalone unit of accounting, revenue is generally recognized based on the method appropriate for each standalone unit. For those performance obligations treated as a combined unit of accounting, revenue is generally recognized as the performance obligations are satisfied, which generally occurs when control of the goods or services have been transferred to the customer or client or once the client or customer is able to direct the use of those goods and / or services as well as obtaining substantially all of its benefits. As such, revenue for a combined unit of accounting is generally recognized based on the method appropriate for the last delivered item but due to the specific nature of certain project and contract items, management may determine an alternative revenue recognition method as appropriate, such as a contract whereby one deliverable in the arrangement clearly comprises the overwhelming majority of the value of the overall combined unit of accounting. Under this circumstance, management may determine revenue recognition for the combined unit of accounting based on the revenue recognition guidance otherwise applicable to the predominant deliverable. The Company generates (or may generate in the future) contract revenue under the following types of contracts: Fixed-Fee Under a fixed-fee contract, the Company charges a fixed agreed upon amount for a deliverable. Fixed-fee contracts have fixed deliverables upon completion of the project. Typically, the Company recognizes revenue for fixed-fee contracts after projects are completed, delivery is made and title transfers to the customer, and collection is reasonably assured. Time and Materials Under a time and materials contract, the Company charges customers an hourly rate plus reimbursement for other project specific costs. The Company recognizes revenue for time and material contracts based on the number of hours devoted to the project multiplied by the customer’s billing rate plus other project specific costs incurred. Grant Income Grants are recognized as income when all conditions of such grants are fulfilled or there is a reasonable assurance that they will be fulfilled. Grant income is classified as a reduction of research and development expenses. In 2019 and 2018, grant income amounted to approximately $37,000 and $44,000, respectively. Contract Assets A contract asset is an entity's right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. Generally, an entity will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. Contract assets consist primarily of the cost of project contract work performed by third parties whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both June 30, 2019 and 2018, contract assets were $0. Contract Liabilities A contract liability is an entity’s obligation to transfer goods or services to a customer at the earlier of (1) when the customer prepays consideration or (2) the time that the customer’s consideration is due for goods and services the entity will yet provide. Generally, an entity will recognize a contract liability when it receives a prepayment. Contract liabilities consist primarily of consideration received, usually in the form of payment, on project work to be performed whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. Contract liabilities may also be described as deferred revenue. At both June 30, 2019 and 2018, contract liabilities (or deferred revenue) were $1.279,000 and $0, respectively. Prior to July 1, 2018, the Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Deferred revenue represents billings to a customer to whom the services have not yet been provided. The Company's contract revenue consisted primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzed its agreements to determine whether the elements could be separated and accounted for individually or as a single unit of accounting in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-25, " Revenue Arrangements with Multiple Deliverables ," and Staff Accounting Bulletin 104 " Revenue Recognition ." Allocation of revenue to individual elements that qualified for separate accounting was based on the separate selling prices determined for each component, and total contract consideration was then allocated pro rata across the components of the arrangement. If separate selling prices were not available, the Company used its best estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors. For the year ended June 30, 2019, the Company did not have any revenue arrangements with multiple deliverables. Work in Process Work in process consists primarily of the cost of labor and other overhead incurred on contracts that have not been completed. There was no work in process at both June 30, 2019 and 2018, respectively. Research and Development The Company accounts for research and development costs in accordance with the FASB ASC 730‑10, “ Research and Development ” (“ASC 730‑10”). Under ASC 730‑10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Fixed Assets Fixed assets are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three to fifteen years. Assets held under the terms of capital leases are included in fixed assets and are depreciated on a straight-line basis over the terms of the leases or the economic lives of the assets. Obligations for future lease payments under capital leases are shown within liabilities and are analyzed between amounts falling due within and after one year (see Notes 6 and 10). Intangible Assets The Company accounts for intangible assets at their historical cost and records amortization utilizing the straight-line method based upon their estimated useful lives. Patents are amortized over a period of ten years and other intellectual property is amortized over a period from 16 to 23 years. The Company reviews the carrying value of its intangible assets for impairment whenever events or changes in business circumstances indicate the carrying amount of such assets may not be fully recoverable. Evaluating for impairment requires judgment, and recoverability is assessed by comparing the projected undiscounted net cash flows of the assets over the remaining useful life to the carrying amount. Impairments, if any, are based on the excess of the carrying amount over the fair value of the assets. There were no impairment charges for the years ended June 30, 2019 and 2018. Derivative Instruments The Company does not use derivative instruments in its ordinary course of business. In connection with the issuances of debt and/or equity instruments, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities rather than as equity. In addition, the debt and/or equity instrument may contain embedded derivative instruments, such as conversion options or anti-dilution features, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative liability instruments under the provisions of FASB ASC 815, “ Derivatives and Hedging .” There are no options or warrants of the Company presently outstanding that require accounting as a derivative liability. Foreign Currency The Company accounts for foreign currency translation pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 830, " Foreign Currency Matters ." The functional currency of iBio Brazil is the Brazilian Real. Under FASB ASC 830, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. All transaction gains and losses from the measurement of monetary balance sheet items denominated in Reals are reflected in the statement of operations as appropriate. Translation adjustments are included in accumulated other comprehensive loss. For both 2019 and 2018, any translation adjustments were considered immaterial and did not have a significant impact on the Company’s consolidated financial statements. Share-based Compensation The Company recognizes the cost of all share-based payment transactions at fair value. Compensation cost, measured by the fair value of the equity instruments issued, adjusted for estimated forfeitures, is recognized in the financial statements as the respective awards are earned over the performance period. The Company uses historical data to estimate forfeiture rates. The impact that share-based payment awards will have on the Company’s results of operations is a function of the number of shares awarded, the trading price of the Company’s stock at the date of grant or modification, and the vesting schedule. Furthermore, the application of the Black-Scholes option pricing model employs weighted-average assumptions for expected volatility of the Company’s stock, expected term until exercise of the options, the risk-free interest rate, and dividends, if any, to determine fair value. Expected volatility is based on historical volatility of the Company’s common stock; the expected term until exercise represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company has not paid any dividends since its inception and does not anticipate paying any dividends for the foreseeable future, so the dividend yield is assumed to be zero. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2019 and 2018. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as income tax expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during 2019 and 2018. Concentrations of Credit Risk Cash The Company maintains principally all cash balances in one financial institution which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the strength of the financial institution. The Company has not incurred any losses on these accounts. At June 30, 2019 and 2018, amounts in excess of insured limits were approximately $3,924,000 and $15,455,000, respectively. Revenue CC-Pharming accounted for approximately 92% of revenues in 2019. In 2018, one customer accounted for approximately 54% of revenues. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Jun. 30, 2019 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | 4. Recently Issued Accounting Pronouncements Effective July 1, 2019, the Company will adopt ASU 2016-02, " Leases (Topic 842) " ("ASU 2016-02") and other associated standards which supersedes existing guidance on accounting for leases in " Leases (Topic 840) ." The new guidance requires a modified retrospective adoption. As such, the Company will recognize right-of-use assets equal to the carrying amounts of the leased assets under Topic 840 and a lease liability measured at the carrying amount of the capital lease obligation under Topic 840. As a result, the adoption of ASU 2016-02 will not have a material effect on the consolidated financial statements of the Company other than for the enhanced disclosures required under Topic 842. Effective July 1, 2017, the Company adopted ASU 2016‑09, " Improvements to Employee Share-Based Payment Accounting " ("ASU 2016‑09"). ASU 2016‑09 affects entities that issue share-based payment awards to their employees. ASU 2016‑09 is designed to simplify several aspects of accounting for share-based payment award transactions which include the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. The Company will continue to estimate forfeitures at each reporting period, rather than electing an accounting policy change to record the impact of such forfeitures as they occur. The adoption of ASU 2016‑09 did not have a significant impact on the Company’s consolidated financial statements. Effective July 1, 2018, the Company adopted ASU 2016‑15, " Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments " ("ASU 2016‑15"). ASU 2016‑15 made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard requires adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016‑15 did not have a significant impact on the Company's consolidated financial statements. Effective July 1, 2018, the Company adopted ASU 2016‑16, " Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory" ("ASU 2016‑16") with the objective to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new standard requires entities to recognize the income tax consequences of an intra-entity transfer of non-inventory asset when the transfer occurs. The adoption of ASU 2016-16 did not have a significant impact on the Company's consolidated financial statements. Effective July 1, 2017, the Company adopted ASU 2016‑17, " Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control " ("ASU 2016‑17"). ASU 2016‑17 amends the guidance issued with ASU 2015‑02 in order to make it less likely that a single decision maker would individually meet the characteristics to be the primary beneficiary of a Variable Interest Entity ("VIE"). When a decision maker or service provider considers indirect interests held through related parties under common control, they perform two steps. The second step was amended with this guidance to say that the decision maker should consider interests held by these related parties on a proportionate basis when determining the primary beneficiary of the VIE rather than in their entirety as was called for in the previous guidance. The adoption of ASU 2016‑17 did not have a significant impact on the Company’s consolidated financial statements. Effective July 1, 2018, the Company adopted ASU 2017‑01, " Business Combinations (Topic 805): Clarifying the Definition of a Business " ("ASU 2017‑01"). ASU 2017‑01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The adoption of ASU 2017-01 did not have a significant impact on the Company's consolidated financial statements. Effective July 1, 2018, the Company adopted ASU 2017‑09, " Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting" (“ASU 2017‑09") which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 did not have a significant impact on the Company's consolidated financial statements. Effective April 1, 2018, the Company adopted ASU No. 2017‑11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815)" (“ASU 2017‑11”). The amendments in Part I of ASU 2017‑11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with ASC 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in ASC 470‑20, “ Debt—Debt with Conversion and Other Options ”), including related EPS guidance (in ASC 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of ASC 480 that now are presented as pending content in the codification, to a scope exception. Those amendments do not have an accounting effect. As a result of the adoption of ASU 2017‑11, the Company classified the proceeds received from the sale of its preferred stock as equity (see Note 11). In June 2018, the FASB issued ASU No. 2018‑07, “ Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ” (“ASU 2018‑07”). ASU No 2018‑07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (quarter ending September 30, 2019 for the Company). The Company will evaluate the effects of adopting ASU 2018‑07 if and when it is deemed to be applicable. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. Most of the newer standards issued represent technical corrections to the accounting literature or application to specific industries which have no effect on the Company’s consolidated financial statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 12 Months Ended |
Jun. 30, 2019 | |
Financial Instruments and Fair Value Measurement | |
Financial Instruments and Fair Value Measurement | 5. Financial Instruments and Fair Value Measurement The carrying values of cash, accounts receivable and accounts payable in the Company’s consolidated balance sheets approximated their fair values as of June 30, 2019 and 2018 due to their short-term nature. The carrying values of the capital lease obligation approximated its fair value at June 30, 2019 and 2018 as the interest rate used to discount the lease payments approximated market. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Jun. 30, 2019 | |
Fixed Assets | |
Fixed Assets | 6. Fixed Assets iBio CDMO is leasing its facility in Bryan, Texas as well as certain equipment from the Second Eastern Affiliate under a 34-year sublease (the "the Sublease"). See Note 10 for more details of the terms of the Sublease. The economic substance of the Sublease is that the Company is financing the acquisition of the facility and equipment and, accordingly, the facility and equipment are recorded as assets and the lease is recorded as a liability. As the Sublease involves real estate and equipment, the Company separated the equipment component and accounted for the facility and equipment as if each was leased separately. The following table summarizes by category the gross carrying value and accumulated depreciation of fixed assets (in thousands): June 30, June 30, 2019 2018 Facility under capital lease $ 20,000 $ 20,000 Equipment under capital lease 6,000 6,000 Facility improvements 1,449 982 Construction in process 138 — Medical equipment 1,260 1,038 Office equipment and software 231 404 29,078 28,424 Accumulated depreciation – assets under capital lease (4,212) (3,027) Accumulated depreciation – other (486) (245) (4,698) (3,272) Net fixed assets $ 24,380 $ 25,152 Depreciation expense was approximately $1,427,000 and $1,368,000 in 2019 and 2018, respectively. Depreciation of the assets under the capital lease amounted to approximately $1,185,000 and $1,222,000 in 2019 and 2018, respectively. In addition, $179,000 of fixed assets were written off in 2019 related to items previously capitalized that have subsequently been removed from service and were included in general and administrative expenses. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2019 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets The Company has two categories of intangible assets – intellectual property and patents. Intellectual property consists of all technology, know-how, data, and protocols for producing targeted proteins in plants and related to any products and product formulations for pharmaceutical uses and for other applications. Intellectual property includes, but is not limited to, certain technology for the development and manufacture of novel vaccines and therapeutics for humans and certain veterinary applications acquired in December 2003 from Fraunhofer USA Inc., acting through its Center for Molecular Biotechnology ("Fraunhofer"), pursuant to a Technology Transfer Agreement, as amended (the "TTA"). The Company designates such technology further developed and acquired from Fraunhofer as iBioLaunch™ technology or as iBioModulator™ technology. The value on the Company’s books attributed to patents owned or controlled by the Company is based on payments for services and fees related to the protection of the Company’s patent portfolio. The intellectual property also includes certain trademarks. In January 2014, the Company entered into a license agreement with a U.S. university whereby iBio acquired exclusive worldwide rights to certain issued and pending patents covering specific candidate products for the treatment of fibrosis (the "Licensed Technology"). The license agreement provides for payment by the Company of a license issue fee, annual license maintenance fees, reimbursement of prior patent costs incurred by the university, payment of a milestone payment upon regulatory approval for sale of a first product, and annual royalties on product sales. In addition, the Company has agreed to meet certain diligence milestones related to product development benchmarks. As part of its commitment to the diligence milestones, the Company successfully commenced production of a plant-made peptide comprising the Licensed Technology before March 31, 2014. The next milestone – filing a New Drug Application with the FDA or foreign equivalent covering the Licensed Technology ("IND") – initially became due on December 1, 2015, and on August 11, 2016, the agreement was amended and subsequent six-month extensions have been automatically granted extending the due date until December 31, 2017, at which time, the Company and the university agreed to set a new milestone schedule and are currently undergoing an analysis based on new data and revised forecasted timelines. The Company accounts for intangible assets at their historical cost and records amortization utilizing the straight-line method based upon their estimated useful lives. Patents are amortized over a period of 10 years and other intellectual property is amortized over a period from 16 to 23 years. The Company reviews the carrying value of its intangible assets for impairment whenever events or changes in business circumstances indicate the carrying amount of such assets may not be fully recoverable. Evaluating for impairment requires judgment, and recoverability is assessed by comparing the projected undiscounted net cash flows of the assets over the remaining useful life to the carrying amount. Impairments, if any, are based on the excess of the carrying amount over the fair value of the assets. There were no impairment charges during 2019 and 2018. The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands): June 30, June 30, 2019 2018 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents – gross carrying value 2,560 2,484 5,660 5,584 Intellectual property – accumulated amortization (2,399) (2,243) Patents – accumulated amortization (1,887) (1,721) (4,286) (3,964) Net intangible assets $ 1,374 $ 1,620 Amortization expense, included in general and administrative expenses, was approximately $322,000 and $341,000 for 2019 and 2018, respectively. The weighted-average remaining life for intellectual property and patents at June 30, 2019 was approximately 4.5 years and 6.3 years, respectively. The estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): For the Year Ending June 30, 2020 $ 294 2021 273 2022 260 2023 245 2024 149 Thereafter 153 Total $ 1,374 |
Significant Vendors
Significant Vendors | 12 Months Ended |
Jun. 30, 2019 | |
Significant Vendors | |
Significant Vendors | 8. Significant Vendors Novici Biotech, LLC In January 2012, the Company entered into an agreement with Novici Biotech, LLC (“Novici”) in which iBio’s President is a minority stockholder. Novici performs laboratory feasibility analyses of gene expression, protein purification and preparation of research samples. In addition, the Company and Novici collaborate on the development of new technologies and product candidates. The accounts payable balance includes amounts due to Novici of approximately $65,000 and $181,000 at June 30, 2019 and 2018, respectively. Research and development expenses related to Novici were approximately $954,000 and $877,000 in 2019 and 2018, respectively. Fraunhofer Previously, Fraunhofer had been the Company’s most significant vendor solely on the basis of the three-party Yellow Fever vaccine development program among Fiocruz/Bio-Manguinhos, the Company, and Fraunhofer (described in greater detail below) but expenses have decreased due to changes and a decrease in technology services performed pursuant to the agreement with Fiocruz. The accounts payable balance under this three-party agreement includes amounts due Fraunhofer of approximately $75,000 as of both June 30, 2019 and 2018. See Note 16 – Commitments and Contingencies. On January 4, 2011, the Company entered into the Collaboration and License Agreement (the "CLA") which is a three-party agreement involving the Company, Fraunhofer and Fiocruz, a public entity, member of the Indirect Federal Public Administration and linked to the Health Ministry of Brazil, acting through its unit Bio-Manguinhos. The CLA provides for the development of a yellow fever vaccine to be manufactured and distributed within Latin America and Africa by Fiocruz. The CLA was supplemented by a bilateral agreement between iBio and Fraunhofer dated December 27, 2010 in which the Company engaged Fraunhofer as a contractor to provide the research and development services (both, together, the "Agreement"). The services are billed to Fiocruz at Fraunhofer’s cost, so the Company’s revenue is equivalent to expense and there is no profit. On June 12, 2014, Fiocruz, Fraunhofer and iBio executed an amendment to the CLA (the "Amended Agreement") which provides for revised research and development, work plans, reporting, objectives, estimated budget, and project billing process. iBio and Fiocruz are currently evaluating plans for further collaboration without prospective reliance on older Fraunhofer-derived technology and data. In September 2013, the Company and Fraunhofer completed the Terms of Settlement for the TTA Seventh Amendment (the "Settlement Agreement"). Under the terms of the Settlement Agreement, various contractual obligations existing at June 30, 2013 were released, terminated or modified. See Note 16 - Commitments and Contingencies for significant modifications. On March 17, 2015, the Company filed a Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer and Vidadi Yusibov, Fraunhofer’s Executive Director. On November 3, 2017, the Company filed a Verified Complaint (the "Second Complaint") in the Court of Chancery of the State of Delaware against Fraunhofer-Gesellschaft, the European unit of Fraunhofer, which was dismissed by the Delaware Chancery Court on December 14, 2018, as untimely filed. The Second Complaint followed iBio’s pending litigation filed in March 2015 against Fraunhofer USA, Inc., the U.S. unit of Fraunhofer, and the dismissal of the Second Complaint has no effect on the action against the U.S. unit of Fraunhofer. See Note 16 - Lawsuits for additional information. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Jun. 30, 2019 | |
Accrued Expenses | |
Accrued Expenses | 9. Accrued Expenses Accrued expenses consist of the following (in thousands): June 30, June 30, 2019 2018 Rent and real estate taxes – related party (see Note 14) $ 383 $ 471 Interest – related party (see Note 14) 316 318 Salaries and benefits 166 133 Other accrued expenses 100 126 Total accrued expenses $ 965 $ 1,048 |
Capital Lease Obligation
Capital Lease Obligation | 12 Months Ended |
Jun. 30, 2018 | |
Capital Lease Obligation | |
Leases of Lessee Disclosure [Text Block] | 10. Capital Lease Obligation As discussed above, iBio CDMO is leasing its facility in Bryan, Texas as well as certain equipment from the Second Eastern Affiliate under a 34‑year sublease (the "sublease"). iBio CDMO began operations at the facility on December 22, 2015 pursuant to agreements between iBio CDMO and the Second Eastern Affiliate granting iBio CDMO temporary rights to access the facility. These temporary agreements were superseded by the Sublease Agreement, dated January 13, 2016, between iBio CDMO and the Second Eastern Affiliate. The 34‑year term of the sublease may be extended by iBio CDMO for a ten-year period, so long as iBio CDMO is not in default under the sublease. Under the sublease, iBio CDMO is required to pay base rent at an annual rate of $2,100,000, paid in equal quarterly installments on the first day of each February, May, August and November. The base rent is subject to increase annually in accordance with increases in the Consumer Price Index ("CPI"). The base rent under the Second Eastern Affiliate’s ground lease for the property is subject to adjustment, based on an appraisal of the property, in 2030 and upon any extension of the ground lease. The base rent under the sublease will be increased by any increase in the base rent under the ground lease as a result of such adjustments. iBio CDMO is also responsible for all costs and expenses in connection with the ownership, management, operation, replacement, maintenance and repair of the property under the sublease. In addition to the base rent, iBio CDMO is required to pay, for each calendar year during the term, a portion of the total gross sales for products manufactured or processed at the facility, equal to 7% of the first $5,000,000 of gross sales, 6% of gross sales between $5,000,001 and $25,000,000, 5% of gross sales between $25,000,001 and $50,000,000, 4% of gross sales between $50,000,001 and $100,000,000, and 3% of gross sales between $100,000,001 and $500,000,000. However, if for any calendar year period from January 1, 2018 through December 31, 2019, iBio CDMO’s applicable gross sales are less than $5,000,000, or for any calendar year period from and after January 1, 2020, its applicable gross sales are less than $10,000,000, then iBio CDMO is required to pay the amount that would have been payable if it had achieved such minimum gross sales and shall pay no less than the applicable percentage for the minimum gross sales for each subsequent calendar year. Percentage rent amounted to $350,000 and $199,000 in 2019 and 2018, respectively. Interest expense incurred under the capital lease obligation amounted to $1,900,000 and $1,915,000 in 2019 and 2018, respectively. Future minimum payments under the capitalized lease obligations are due as follows: Year ending on June 30: Principal Interest Total 2020 $ 212,898 $ 1,887,102 $ 2,100,000 2021 229,562 1,870,438 2,100,000 2022 247,531 1,852,469 2,100,000 2023 266,906 1,833,094 2,100,000 2024 287,798 1,812,202 2,100,000 Thereafter 23,639,442 30,435,558 54,075,000 Total minimum lease payments 24,884,137 $ 39,690,863 $ 64,575,000 Less: current portion (212,898) Long-term portion of minimum lease obligations $ 24,671,239 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Preferred Stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 1 million shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. iBio CMO Preferred Tracking Stock On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate and issued one share of a newly created iBio CMO Preferred Tracking Stock, par value $0.001 per share (the “Preferred Tracking Stock”), in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by the Eastern Affiliate at an original issue price of $13 million. After giving effect to the transactions contemplated in the Exchange Agreement, the Company owns 99.99% of iBio CDMO and the Eastern Affiliate owns 0.01% of iBio CDMO. On February 23, 2017, the Board of Directors of the Company created the Preferred Tracking Stock out of the Company’s 1 million authorized shares of preferred stock. Terms of the Preferred Tracking Stock include the following: 1. The Preferred Tracking Stock accrues dividends at the rate of 2% per annum on the original issue price. Accrued dividends are cumulative and are payable if and when declared by the Board of Directors, upon an exchange of the shares of Preferred Tracking Stock and upon a liquidation, winding up or deemed liquidation (such as a merger) of the Company. As of June 30, 2019, no dividends have been declared. Accrued dividends total approximately $610,000 and $350,000 at June 30, 2019 and 2018, respectively. 2. The holders of Preferred Tracking Stock, voting separately as a class, are entitled to approve by the affirmative vote of a majority of the shares of Preferred Tracking Stock outstanding any amendment, alteration or repeal of any of the provisions of, or any other change to, the Certificate of Incorporation of the Company or the Certificate of Designation that adversely affects the rights, powers or privileges of the Preferred Tracking Stock, any increase in the number of authorized shares of Preferred Tracking Stock, the issuance or sale of any additional shares of Preferred Tracking Stock or any securities convertible into or exercisable or exchangeable for Preferred Tracking Stock, the creation or issuance of any shares of any additional class or series of capital stock unless the same ranks junior to the Preferred Tracking Stock, or the reclassification or alteration of any existing security of the Company that is junior to or pari passu with the Preferred Tracking Stock, if such reclassification or alteration would render such other security senior to the Preferred Tracking Stock. 3. Except as required by applicable law, the holders of Preferred Tracking Stock have no other voting rights. 4. No dividend may be declared or paid or set aside for payment or other distribution declared or made upon the Company’s common stock and no common stock may be redeemed, purchased or otherwise acquired for any consideration by the Company unless all accrued dividends on all outstanding shares of Preferred Tracking Stock are paid in full. At the election of the Company or holders of a majority outstanding shares of Preferred Tracking Stock, each outstanding share of Preferred Tracking Stock may be exchanged for 29,990,000 units of limited liability company interests of iBio CDMO. Such exchange may be effected only after March 31, 2018, or in connection with a winding up, liquidation or deemed liquidation (such as a merger) of the Company or iBio CDMO. In addition, such exchange will take effect upon a change in control of iBio CDMO. Series A Convertible Preferred Stock (“Series A Preferred”) On June 20, 2018, the Board of Directors of the Company created the Series A Preferred, par value $0.001 per share, out of the Company’s 1 million authorized shares of preferred stock. Terms of the Series A Preferred include the following: 1. Each share of Series A Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price of $0.90. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series A Preferred will not have the right to exercise any portion of its Series A Preferred if such holder, together with its affiliates, would beneficially own over 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise; provided, however, that upon 61 days’ prior notice to us, such holder may increase the such limitation, provided that in no event will the limitation exceed 9.99%. 2. Holders are entitled to dividends on shares of Series A Preferred equal (on an as-if-converted-to-common stock basis, without regards to conversion limitations) to and in the same form as dividends actually paid on shares of the common stock, when, as and if such dividends are paid on shares of common stock. No other dividends shall be paid or accrued on the shares of Series A Preferred. 3. Holders have no voting rights except as defined in the certificate of designation. 4. If at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the holders of any class of common stock, then the holder(s) of Series A Preferred will be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon the complete conversion of such holder’s Series A Preferred (as defined). 5. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders shall be entitled to receive the same amount that a holder of common stock would receive if the Series A Preferred were fully converted (disregarding for such purposes any conversion limitations hereunder) into common stock at the conversion price of $0.90 per share. Such amounts shall be paid pari passu with all holders of common stock and the Series B Convertible Preferred Stock. 6. The Company is required that it will at all times, reserve and keep available out of its authorized and unissued shares of common stock, for the sole purpose of issuance upon the conversion of the Series A Preferred, not less than such aggregate number of shares of the common stock as shall be issuable upon the conversion of the then outstanding shares of the Series A Preferred. On June 26, 2018, the Company issued 6,300 shares of Series A Preferred as part of a public offering. As the market price of the Company’s common stock was $0.90 on the date of the issuance of the Series A Preferred, no beneficial conversion feature was recognized on the conversion option. During 2019, 2,223 shares of Series A Preferred had been converted into 2,470,000 shares of common stock. In 2018, 90 shares of Series A Preferred were converted into 100,000 shares of common stock. See the section below entitled “Public Offering - Alliance Global Partners” for further information. Series B Convertible Preferred Stock (“Series B Preferred”) On June 20, 2018, the Board of Directors of the Company created the Series B Preferred, par value $0.001 per share, out of the Company’s 1 million authorized shares of preferred stock. Terms of the Series B Preferred include the following: 1. Each share of Series B Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price of $0.90. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series B Preferred will not have the right to exercise any portion of its Series B Preferred if such holder, together with its affiliates, would beneficially own over 48% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. 2. Holders are entitled to dividends on shares of Series B Preferred equal (on an as-if-converted-to-common stock basis, without regards to conversion limitations) to and in the same form as dividends actually paid on shares of the common stock, when, as and if such dividends are paid on shares of common stock. No other dividends shall be paid or accrued on the shares of Series B Preferred. 3. Holders have no voting rights except as defined in the certificate of designation. 4. If at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the holders of any class of common stock, then then holder(s) of Series B Preferred will be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon the complete conversion of such holder’s Series B Preferred (as defined). 5. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders shall be entitled to receive the same amount that a holder of common stock would receive if the Series B Preferred were fully converted (disregarding for such purposes any conversion limitations hereunder) into common stock at the conversion price of $0.90 per share. Such amounts shall be paid pari passu with all holders of common stock and the Series A Convertible Preferred Stock. 6. The Company is required that it will at all times, reserve and keep available out of its authorized and unissued shares of common stock, for the sole purpose of issuance upon the conversion of the Series B Preferred, not less than such aggregate number of shares of the common stock as shall be issuable upon the conversion of the then outstanding shares of the Series B Preferred. On June 26, 2018, the Company issued 5,785 shares of Series B Preferred as part of a public offering. Since the market price of the Company’s common stock was $0.90 on the date of the issuance of the Series B Preferred, no beneficial conversion feature was recognized on the conversion option. As of June 30, 2019, no shares of Series B Preferred had been converted into shares of common stock. See the section below entitled “Public Offering - Alliance Global Partners” for further information. Common Stock On December 19, 2017, the Company’s stockholders approved an amendment of the Company’s certificate of incorporation increasing the number of authorized shares of its common stock to 275 million. The Company had been authorized to issue up to 175 million shares of common stock. In addition, as of June 30, 2019, the Company had reserved up to 3.5 million shares of common stock for incentive compensation (stock options and restricted stock) and approximately 11 million shares of common stock for the conversion of the Series A Preferred and Series B Preferred. No shares are reserved for the exercise of warrants. On April 23, 2018, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company’s certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company’s Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10). On May 23, 2018, the Company’s Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1 : 10) shares of the Company’s Common Stock. As a result of the reverse stock split, every ten (10) shares of the Company’s Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company’s common stock. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. On June 8, 2018, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-ten (1:10) reverse stock split of the shares of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, effective as of 4:10 p.m. (Eastern Time), June 8, 2018. The Company’s common stock began trading on a reverse split adjusted basis on the Exchange when the market opened Monday, June 11, 2018. Issuances of common stock during 2018 and 2019 are described below. Lincoln Park Purchase Agreement On July 24, 2017, the Company entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), an Illinois limited liability company, pursuant to which Lincoln Park agreed to purchase from the Company up to an aggregate of $16,000,000 of the Company’s common stock (subject to certain limitations) from time to time over the 36‑month term of the agreement (the “Lincoln Park Purchase Agreement”). Also on July 24, 2017, we entered into a registration rights agreement with Lincoln Park pursuant to which the Company filed with the Securities and Exchange Commission (the “SEC”) the registration statement to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock that have been or may be issued to Lincoln Park under the Purchase Agreement. The registration statement was effective as of August 11, 2017. On July 24, 2017, 120,000 newly issued shares of the Company's common stock, equal to three percent of the $16 million availability, were issued to Lincoln Park as consideration for Lincoln Park's commitment to purchase shares of the Company's common stock under the agreement, and 250,000 newly issued shares of common stock, valued at $4.00 per share, were sold to Lincoln Park in an initial purchase for an aggregate gross purchase price of $1,000,000. As contemplated by the Lincoln Park Purchase Agreement, and so long as the closing price of the Company’s common stock exceeds $0.25 per share, then the Company may direct Lincoln Park, at its sole discretion to purchase up to 10,000 shares of its common stock on any business day, provided that one business day has passed since the most recent purchase. The price per share for such purchases will be equal to the lower of: (i) the lowest sale price on the applicable purchase date and (ii) the arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive business days ending on the business day immediately preceding such purchase date (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of the purchase agreement). The maximum amount of shares subject to any single regular purchase increases as the Company’s share price increases, subject to a maximum of $1.0 million. In addition to regular purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional purchases if the closing sale price of the common stock exceeds certain threshold prices as set forth in the purchase agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. There are no trading volume requirements or restrictions under the purchase agreement nor any upper limits on the price per share that Lincoln Park must pay for shares of common stock. Under the rules of NYSE American, in no event may we issue or sell to Lincoln Park under the Purchase Agreement more than 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (which was approximately 1,781,479 shares based on 8,911,851 shares outstanding immediately prior to the execution of the Purchase Agreement), which limitation we refer to as the Exchange Cap, unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) all sales of our common stock to Lincoln Park under the Purchase Agreement are deemed to be at a price equal to or in excess of the greater of book or market value of our common stock, as calculated in accordance with the applicable rules of NYSE American, such that they qualify for an exception to the Exchange Cap limitation under such rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of NYSE American. The Lincoln Park Purchase Agreement and the registration rights agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the purchase agreement at any time, at no cost or penalty. During any “event of default” under the purchase agreement, all of which are outside of Lincoln Park’s control, Lincoln Park does not have the right to terminate the purchase agreement; however, the Company may not initiate any regular or other purchase of shares by Lincoln Park, until such event of default is cured. In addition, in the event of bankruptcy proceedings by or against the Company, the purchase agreement will automatically terminate. Actual sales of shares of common stock to Lincoln Park under the purchase agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as it directs in accordance with the purchase agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares. During March 2018, the Company sold an additional 60,000 shares of common stock to Lincoln Park pursuant to the Lincoln Park Purchase Agreement for an aggregate gross purchase price of $121,290. As such, at June 30, 2019, under the terms and subject to the conditions of the Lincoln Park Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to, an additional $14,878,710 of the Company’s common stock. Such future sales of common stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company's option, over the 36-month term of the agreement. Public offering – Aegis Capital Corp. (“Aegis”) On November 30, 2017, the Company closed a public offering of 2,250,000 shares of its common stock at a public offering price of $2.00 per share raising gross proceeds of $4,500,000. The shares of common stock were issued pursuant to an underwriting agreement entered into between the Company and Aegis. The common stock was offered and sold pursuant to the Company’s effective shelf registration statement on Form S‑3 and an accompanying prospectus (Registration Statement No. 333‑200410) filed with the SEC on November 20, 2014, and declared effective by the SEC on December 2, 2014, a preliminary prospectus supplement filed with the SEC on November 28, 2017, and a final prospectus supplement filed with the SEC on November 30, 2017, in connection with the Company’s shelf takedown relating to the offering. The Company paid Aegis a discount of 7% to the public offering price with respect to shares purchased in the offering by investors who did not have a pre-existing relationship with the Company prior to the offering (the “New Investors”), and a discount of 3.5% to the public offering price with respect to shares purchased in the offering by investors who did have a pre-existing relationship with the Company. In addition to the underwriting discounts, the Company issued to the Underwriter 11,000 shares of its common stock, equal to 2% of the aggregate shares of common stock sold in the offering to the New Investors. The Company incurred underwriting discounts, commissions and other offering expenses of $311,000 related to closing and completion of this public offering. Public Offering – A.G.P./Alliance Global Partners (“Alliance”) On June 26, 2018, the Company completed a public offering of 4,350,000 shares of its common stock, 6,300 shares of Series A Preferred and 5,785 shares of Series B Preferred. The public offering price per share for each of the foregoing securities was as follows: (i) $0.90 per share of common stock; (ii) $1,000 per Series A Preferred share; and (iii) $1,000 per Series B Preferred share. This public offering raised gross proceeds of $16.0 million. The shares of common stock and preferred stock were issued pursuant to an underwriting agreement (the "Underwriting Agreement") entered into between the Company and Alliance. The Company incurred underwriting discounts, commissions and other offering expenses of approximately $854,000 related to closing and completion of this public offering. Pursuant to the Underwriting Agreement, subject to certain exceptions, (i) the Company agreed not to sell or otherwise dispose of any shares of common stock for a period ending ninety (90) days after the date of the Underwriting Agreement and (ii) the Company’s officers, directors and certain key shareholders agreed not to sell or otherwise dispose of any of Common Stock held by each of them for a period ending ninety (90) days after the date of the Underwriting Agreement, in each case, without first obtaining the written consent of the Underwriter. The Company granted a forty-five (45) day option to the Underwriter to purchase up to 2,666,666 additional shares (the “Option Shares”) of common stock. The over-allotment option may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Shares. The Company paid Alliance a discount of (i) 7% to the public offering price with respect to the common stock, Series A Preferred, and Series B Preferred purchased in the offering by investors who did not have a pre-existing relationship with the Company and (ii) 3.5% to the public offering price with respect to the common stock, Series A Preferred, and Series B Preferred purchased in the offering by certain investors who have a pre-existing relationship with the Company. In addition to the underwriting discounts, the Company issued to Alliance 131,000 shares of its common stock, equal to 2% of the aggregate shares of common stock sold in the offering to New Investors. On July 12, 2018, 1,500,000 shares of common stock were sold to Alliance in connection with Alliance partially exercising its over-allotment option at the public offering price of $0.90 per share. The Company received gross proceeds of $1,350,000 before deducting $159,000 of underwriting discounts, commissions and other offering expenses payable by the Company. In 2019, 2,223 shares of Series A Preferred had been converted into 2,470,000 shares of common stock. In 2018, 90 shares of Series A Preferred were converted into 100,000 shares of common stock. Eastern – Share Purchase Agreements On January 13, 2016, the Company entered into a share purchase agreement with Eastern pursuant to which Eastern agreed to purchase 350,000 shares of the Company’s common stock at a price of $6.22 per share. The Company received proceeds of $2,177,000 and the shares were issued on January 25, 2016. In addition, Eastern agreed to exercise warrants it had previously acquired to purchase 178,400 shares of the Company’s common stock at an exercise price of $5.30 per share. The Company received proceeds of approximately $945,000 from the exercise of the warrants and the shares were issued on January 25, 2016. On January 13, 2016, the Company entered into a separate share purchase agreement with Eastern pursuant to which Eastern agreed to purchase 650,000 shares of the Company’s common stock at a price of $6.22 per share, subject to the approval of the Company’s stockholders. The Company’s stockholders approved the issuance of the 650,000 shares to Eastern at the Company’s annual meeting on April 7, 2016. On April 13, 2016, the Company issued the 650,000 shares and received proceeds of $4,043,000. These shares were subject to a three-year standstill agreement (the “Standstill Agreement”) which will restrict additional acquisitions of the Company’s equity by Eastern and its controlled affiliates to limit its beneficial ownership of the Company’s outstanding shares of common stock to a maximum of 38% (the “Eastern Beneficial Ownership Limitation”), absent the approval by a majority of the Company’s Board of Directors. On November 27, 2017, the Company’s Board of Directors authorized the Company’s Chief Executive Officer to invite Eastern to purchase shares in the November 2017 public offering with Aegis described above, provided that such purchase did not result in Eastern being the beneficial owner of more than 40% of the aggregate number of shares the Company’s outstanding common stock rather than the limit of 38% set forth in the Standstill Agreement. On June 26, 2018, in connection with the public offering with Alliance, the Company entered into an amendment (the “Amendment”) to the share purchase agreement for 650,000 shares, dated January 13, 2016 (the “Purchase Agreement”), with Eastern. Pursuant to the Purchase Agreement, Eastern was subject to the Standstill Agreement (amended to 40%) and the Eastern Beneficial Ownership Limitation therein. The Amendment increased the Eastern Beneficial Ownership Limitation to 48% and extended the restrictions under the Standstill Agreement until June 26, 2020. In accordance with the terms of the Standstill Agreement, as amended, the Company’s Board of Directors duly authorized the Company’s Chief Executive Officer to offer Eastern to purchase shares in the public offering with Alliance, provided that, when taken together with all other equity securities of the Company beneficially owned by Eastern and its controlled affiliates following consummation of the public offering with Alliance, Eastern and its controlled affiliates would not beneficially own more than 48% of the aggregate number of shares of common stock outstanding as of the closing of the public offering with Alliance, including all shares of common stock issuable upon conversion of all outstanding shares of Series A Preferred and Series B Preferred, and provided, further, that Eastern agreed to extend the standstill restrictions for two (2) additional years beginning with the date of Eastern’s or its controlled affiliate’s purchase of securities in the public offering with Alliance. On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate and issued one share of a newly created iBio CMO Preferred Tracking Stock, par value $0.001 per share (the “Preferred Tracking Stock”), in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by the Eastern Affiliate at an original issue price of $13 million. After giving effect to the transactions contemplated in the Exchange Agreement, the Company owns 99.99% of iBio CDMO and the Eastern Affiliate owns 0.01% of iBio CDMO. Working Capital Contributions In December 2017, the Eastern Affiliate contributed $1.05 million to iBio for working capital purposes which has been recorded as additional paid-in capital. Subsequently, the Company contributed $3.5 million into iBio CDMO. The $3.5 million contribution has been eliminated in the consolidated financial statements. In May 2018 and November 2018, the Eastern Affiliate contributed $1.093 million and $2.459 million, respectively, to iBio for working capital purposes which has been recorded as additional paid-in capital. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 12 Months Ended |
Jun. 30, 2019 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | 12. Earnings (Loss) Per Common Share Basic earnings (loss) per common share is computed by dividing the net income (loss) allocated to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of calculating diluted earnings per common share, the denominator includes both the weighted-average number of shares of common stock outstanding during the period and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents potentially include stock options and warrants using the treasury stock method. The following table summarizes the components of the earnings (loss) per common share calculation (in thousands, except per share amounts): Years ended June 30, 2019 2018 Basic and diluted numerator: Net loss attributable to iBio, Inc. stockholders $ (17,593) $ (16,105) Preferred stock dividends (260) (260) Net loss available to iBio, Inc. stockholders $ (17,853) $ (16,365) Basic and diluted denominator: Weighted-average common shares outstanding 18,926 10,631 Per share amount $ (0.94) $ (1.54) In 2019 and 2018, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of June 30, 2019 and 2018, shares issuable which could potentially dilute future earnings included were as follows. Year Ended June 30, 2019 (in thousands) Stock options 1,347 1,365 Series A Preferred 4,430 6,900 Series B Preferred 6,428 6,428 Shares excluded from the calculation of diluted loss per share 12,205 14,693 Share and per share data have been adjusted for all periods presented to reflect the one-for-ten reverse stock split effective June 8, 2018. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2019 | |
Share-Based Compensation | |
Share-Based Compensation | 13. Share-Based Compensation The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations (in thousands): Year Ended June 30, 2019 2018 Research and development $ 26 $ 50 General and administrative 215 720 Totals $ 241 $ 770 Stock Options 2008 Omnibus Equity Incentive Plan (the "2008 Plan") On August 12, 2008, the Company adopted the iBioPharma 2008 Omnibus Equity Incentive Plan for employees, officers, directors and external service providers. The original 2008 Plan provided that the Company may grant options to purchase stock and/or make awards of restricted stock up to an aggregate amount of 1 million shares. On December 18, 2013, the 2008 Plan was amended to increase the number of shares reserved for awards under the Plan from 1 million to 1.5 million. Stock options granted under the 2008 Plan may be either incentive stock options (as defined by Section 422 of the Internal Revenue Code of 1986, as amended) or non-qualified stock options at the discretion of the Board of Directors. Vesting of service awards occurred ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at the time of grant. Vesting of performance awards occurred when the performance criteria had been satisfied. The Company used historical data to estimate forfeiture rates. The 2008 Plan had a term of ten (10) years and, as a result, the 2008 Plan expired by its terms on August 12, 2018. iBio, Inc. 2018 Omnibus Equity Incentive Plan (the "2018 Plan") On December 18, 2018, the Company's stockholders, upon recommendation of the Board of Directors on November 9, 2018, approved the 2018 Plan. The total number of shares of common stock reserved under the 2018 Plan is 3.5 million. Stock options granted under the 2018 Plan may be either incentive stock options (as defined by Section 422 of the Internal Revenue Code of 1986, as amended), non-qualified stock options, or restricted stock and determined at the discretion of the Board of Directors. Vesting of service awards will be determined by the Board of Directors and stated in the award agreements. In general, vesting will occur ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at the time of grant. Vesting of performance awards will occur when the performance criteria has been satisfied. The Company uses historical data to estimate forfeiture rates. The 2018 Plan has a term of ten (10) years and expires by its terms on November 9, 2028. In addition, on December 18, 2018, the Company's stockholders, upon recommendation of the Board of Directors, also approved an amendment to the Company's 2008 Plan to allow the Company to permit a one-time option exchange program under which the Company would offer eligible employees and non-employee directors the opportunity to exchange certain outstanding options on a four-for-three basis for new stock options exercisable at a lower price under the 2018 Plan (the "Option Exchange"). On January 22, 2019, the Company filed with the Securities and Exchange Commission a Tender Offer Statement on Schedule TO defining the terms and conditions of the Option Exchange, whereby the Company was offering eligible employees and non-employee directors ("Eligible Option Holders") the opportunity to exchange for new options covering a lesser number of shares of the Company's common stock ("Replacement Options"), at a ratio of four-for-three (the "Exchange Ratio"), any options issued by the Company prior to January 22, 2019 that were outstanding under its 2008 Plan that had an exercise price greater than the closing price per share of iBio's common stock on the NYSE American on the grant date of the Replacement Options ("Eligible Exchange Options"), so that for each four shares of common stock subject to an Eligible Exchange Option, the option holder would receive a Replacement Option to purchase three shares under the 2018 Plan. On February 20, 2019, the completion date of the Option Exchange (the "Replacement Option Grant Date"), the Company canceled the options accepted for exchange and granted 874,310 Replacement Options in exchange for 1,165,750 options issued under the 2008 Plan. The Replacement Options: · have a per-share exercise price of $0.93, which was equal to the closing price per share of the Company's common stock on the Replacement Option Grant Date; · have a five-year term beginning on February 20, 2019 and vest one year later on February 20, 2020. Generally, the Underwater Options had been scheduled to vest over four years following the recipient's employment start date or the date of grant. As of November 19, 2018, approximately 94% of the shares covered by the Underwater Options already were vested. All other terms and conditions of the new stock options are generally be consistent with the terms and conditions of iBio's standard time-vesting stock option grants; · are of the same type of options as the surrendered options. Eligible Option Holders holding nonqualified stock options received Replacement Options in the form of nonqualified stock options and Eligible Option Holders holding incentive stock options received Replacement Options in the form of incentive stock options; and · have the terms and be subject to the conditions as provided for in the 2018 Plan and option award agreement. The Company had reserved 1,311,332 shares of common stock for the Option Exchange. Issuances of stock options during 2019 and 2018 were as follows: Effective April 1, 2019, the Company granted each member of its Board of Directors a stock option agreement under the 2018 Plan whereby each director has the option to purchase 50,000 shares of the Company's common stock at a price of $0.90 per share. The options vest over a period of three years and expire in ten years. In July 2017 through May 2018, the Company granted stock options to employees to purchase 21,000 shares of common stock. These options vest ratably over a three-year service period, expire ten years from the date of grant, and have a weighted-average exercise price of $3.12 per share. The following table summarizes all stock option activity during the years ended June 30, 2019 and 2018: Weighted- Weighted- average average Remaining Aggregate Stock Exercise Contractual Intrinsic Value Options Price Term (in years) (in thousands) Outstanding as of July 1, 2017 1,354,833 $ 12.08 5.9 $ 138 Granted 21,000 $ 3.12 Forfeited/expired (11,250) $ 4.00 Outstanding as of June 30, 2018 1,364,583 $ 12.01 4.9 $ — Granted 400,000 $ 0.90 Issued under Option Exchange 874,310 $ 0.93 Forfeited/expired/exchanged (1,292,374) $ 12.08 Outstanding as of June 30, 2019 1,346,519 $ 1.45 6.1 $ — As of June 30, 2019 vested and expected to vest 1,324,467 $ 1.46 6.1 $ — Exercisable as of June 30, 2019 70,998 $ 10.94 3.6 $ — The following table summarizes information about options outstanding and exercisable at June 30, 2019: Options Outstanding and Exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Outstanding In Years Price Exercisable Exercise prices: $0.93 - $2.03 1,274,435 6.2 $ 0.92 166 $2.53 - $4.40 12,750 5.1 3.91 11,498 $5.80 - $8.70 33,334 4.5 6.82 33,334 $9.30 - $26.90 22,000 1.8 17.63 22,000 $26.90 - $28.90 4,000 2.0 28.90 4,000 1,346,519 6.1 $ 1.45 70,998 The total fair value of stock options that vested during 2019 and 2018 was approximately $57,000 and $972,000, respectively. As of June 30, 2019, there was approximately $376,000 of total unrecognized compensation cost related to non-vested stock options that the Company expects to recognize over a weighted-average period of 2.1 years. The weighted-average grant date fair value of stock options granted during 2019 and 2018 was $0.43 and $2.77 per share, respectively. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: 2019 2018 Risk-free interest rate 2.45 % 2.15% - 2.94 % Dividend yield 0 % 0 % Volatility 97.5 % 103.00% - 103.72 % Expected term (in years) The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $0.71 as of June 30, 2019, $0.90 as of June 30, 2018, and $3.86 as of June 30, 2017, which would have been received by the option holders had all option holders exercised their options as of that date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions Novici Biotech, LLC In January 2012, the Company entered into an agreement with Novici in which iBio’s President is a minority stockholder. See Note 8 for further details. Agreements with Eastern Capital Limited and its Affiliates. As more fully discussed in Note 11, the Company entered into two share purchase agreements with Eastern. Concurrently with the execution of the Purchase Agreements, iBio entered into a contract manufacturing joint venture with an affiliate of Eastern (the "Eastern Affiliate") to develop and manufacture plant-made pharmaceuticals through iBio CDMO. The Eastern Affiliate contributed $15.0 million in cash to iBio CDMO, for a 30% interest in iBio CDMO. iBio retained a 70% equity interest in iBio CDMO. As the majority equity holder, iBio has the right to appoint a majority of the members of the Board of Managers that manages the iBio CDMO joint venture. Specified material actions by the joint venture require the consent of iBio and the Eastern Affiliate. iBio contributed to the capital of iBio CDMO a royalty bearing license, which grants iBio CDMO a non-exclusive license to use the iBio’s proprietary technologies for research purposes and an exclusive U.S. license for manufacturing purposes. iBio retains all other rights in its intellectual property, including the right for itself to commercialize products based on its proprietary technologies or to grant licenses to others to do so. In connection with the joint venture, the Second Eastern Affiliate, which controls the subject property as sublandlord, granted iBio CDMO the Sublease of a Class A life sciences building in Bryan, Texas, located on land owned by the Texas A&M system, designed and equipped for plant-made manufacture of biopharmaceuticals. Accrued expenses at June 30, 2019 and 2018 due to the Second Eastern Affiliate are $701,000 and $789,000, respectively. General and administrative expenses related to Second Eastern Affiliate were approximately $1,051,000 and $852,000 in 2019 and 2018, respectively. Interest expense related to the Second Eastern Affiliate was approximately $1,900,000 and $1,915,000 in 2019 and 2018, respectively. The terms of the sublease are described in Note 10. A three-year standstill agreement (the "Standstill Agreement") took effect upon the issuance of the shares to Eastern pursuant to a share purchase agreement for the acquisition of 650,000 shares of common stock. The Standstill Agreement has been amended twice so that Eastern and its controlled affiliates are limited to its beneficial ownership of the Company’s outstanding shares of common stock to a maximum of 48%, absent approval by a majority of the Company’s Board of Directors. Eastern agreed to extend the standstill restrictions for two (2) additional years beginning with the date of Eastern’s or its controlled affiliate’s purchase of securities in the public offering with Alliance. See Note 11 for further information. On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate and issued one share of the iBio CMO Preferred Tracking Stock in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by the Eastern Affiliate at an original issue price of $13 million. After giving effect to the transactions in the Exchange Agreement, the Company owns 99.99% of iBio CDMO and the Eastern Affiliate owns 0.01% of iBio CDMO. Departure of Director and Appointment of New Director Effective April 1, 2019, Arthur Y. Elliott, Ph.D. resigned from his position as a member of the Board of Directors of the Company. Dr. Elliott did not advise the Corporation of any disagreement with the Corporation on any matter relating to its operations, policies or practices. Also, effective April 1, 2019, Thomas F. Isett 3 rd ("Isett") was appointed as a member of the Board to serve as a Class I director. Mr. Isett's term as a Class I director will expire at the Corporation's 2021 annual meeting of stockholders. Director Consulting Agreement Effective as of May 1, 2019, the Company entered into a Statement of Work (the "May 1, 2019 SOW") pursuant to a Consulting Agreement, dated as of February 22, 2019, between the Company and i.e. Advising, LLC (the "Consultant"). Thomas Isset, a director of the Company, is the Managing Director and sole owner of the Consultant. The Consultant has been retained by the Company as a strategy and management consultant through December 31, 2019, with services to be provided pursuant to statements of work that may be entered into between the Company and Consultant from time to time. The May 1, 2019 SOW has a term from May 1, 2019 to August 31, 2019. The engagement under the May 1, 2019 SOW is being conducted on a retainer basis for the director, as the primary engagement resource, at a rate of $40,000 per month, and on a time and materials basis for all other engagement resources provided by Consultant, which are billable at the rate of $85.00 to $450 per hour. Consulting expenses totaled $168,348 in 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2019 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The components of net loss consist of the following (in thousands): For the Years Ended June 30, 2019 2018 United States $ (17,576) $ (16,076) Brazil (21) (32) Total $ (17,597) $ (16,108) The components of the provision (benefit) for income taxes consist of the following (in thousands): For the Years Ended June 30, 2019 2018 Current – Federal, state and foreign $ — $ — Deferred – Federal (3,690) 3,318 Deferred – State (990) 943 Deferred – Foreign — (8) Total (4,680) 4,253 Change in valuation allowance 4,680 (4,253) Income tax expense $ — $ — The Company has deferred income taxes due to income tax credits, net operating loss carryforwards, and the effect of temporary differences between the carrying values of certain assets and liabilities for financial reporting and income tax purposes. The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of June 30, 2019 2018 Deferred tax assets (liabilities): Net operating loss $ 21,427 $ 15,652 Share-based compensation 2,236 2,211 Research and development tax credits 1,534 1,404 Suspended losses in iBio CDMO — 1,223 Basis in iBio CDMO 687 678 Intangible assets (233) (202) Vacation accrual and other 19 24 Valuation allowance (25,670) (20,990) Total $ — $ — The Company has a valuation allowance against the full amount of its net deferred tax assets due to the uncertainty of realization of the deferred tax assets due to operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. Federal net operating losses of approximately $5.5 million were used by the Former Parent prior to June 30, 2008 and are not available to the Company. The Former Parent allocated the use of the Federal net operating losses available for use on its consolidated Federal tax return on a pro rata basis based on all of the available net operating losses from all the entities included in its control group. U.S. Federal and state net operating losses of approximately $87.7 million and $50.5 million, respectively, are available to the Company as of June 30, 2019 and will expire at various dates through 2038. These carryforwards could be subject to certain limitations in the event there is a change in control of the Company pursuant to Internal Revenue Code Section 382, though the Company has not performed a study to determine if the loss carryforwards are subject to these Section 382 limitations. The Company has a research and development credit carryforward of approximately $1.5 million at June 30, 2019. In addition, the Company has foreign net operating losses totaling approximately $128,000 with no expiration date. A reconciliation of the statutory tax rate to the effective tax rate is as follows: Years Ended June 30, 2019 2018 Statutory federal income tax rate 21 % 21 % State (net of federal benefit) 6 % 6 % Research and development tax credit 1 % 1 % Permanent differences — % — % Reclassification of incentive stock options to non-qualifying — % — % Change in federal rate — % (56) % Change in valuation allowance (28) % 28 % Effective income tax rate — % — % The Company has not been audited in connection with income taxes. iBio files U.S. Federal and state income tax returns subject to varying statutes of limitations. The 2015 through 2018 tax returns generally remain open to examination by U.S. Federal authorities and by state tax authorities. In addition, the 2016 through 2019 Brazilian federal tax returns remain open to examination by Brazil’s federal tax authorities. In December 2017, the United States Government passed new tax legislation that, among other provisions, lowers the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income the Company may have, the legislation affects the way the Company can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on the Company's balance sheet. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the balance sheet. However, when we become profitable, we will receive a reduced benefit from such deferred tax assets. The effect of the legislation resulted in a reduction in deferred tax assets and the corresponding valuation allowance of approximately $9.1 million in Fiscal 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies Agreements Fraunhofer In September 2013, the Company and Fraunhofer entered into an agreement, the Terms of Settlement for the TTA Seventh Amendment (the “2013 Settlement Agreement”). Under the terms of the 2013 Settlement Agreement, various payment obligations, including accrued payment obligations existing at June 30, 2013, were released, terminated or modified. The significant modifications are as follows: The Company’s obligation under the TTA, prior to the 2013 Settlement Agreement, to make three $1 million payments to Fraunhofer in April 2013, November 2013, and April 2014 (the “Guaranteed Annual Payments”) was terminated and replaced with an undertaking to engage Fraunhofer for at least $3 million in work requested and directed by iBio before December 31, 2015. As of December 31, 2015, the total engagement of Fraunhofer for such work requested was at least $3.0 million. In addition to the foregoing, the Company sought to engage Fraunhofer for substantial additional other work, but Fraunhofer did not respond to the Company’s requests for proposals for such work. The Company’s obligation to remit to Fraunhofer minimum annual royalty payments in the amount of $200,000 was terminated. Instead, the 2013 Settlement Agreement provided that, for a period of up to 15 years, the Company would pay Fraunhofer one percent (1%) of all receipts derived by the Company from sales of products produced utilizing the iBioLaunch™ or iBioModulator™ technology and ten percent (10%) of all receipts derived by the Company from licensing those technologies to third parties. The 2013 Settlement Agreement provided for royalty payments to Fraunhofer only on technology license revenues that iBio actually would receive, and on revenues from actual sales by iBio of products derived from the technology developed by Fraunhofer under the TTA, until the later of November 2023 or until such time as the aggregate royalty payments totaled at least $4 million. All new intellectual property invented by Fraunhofer during the period of the TTA is owned by and was required to be transferred to iBio, and Fraunhofer was required to make technology transfer, which Fraunhofer refused to perform. In the lawsuit against Fraunhofer, iBio is seeking rescission of these royalty provisions of the 2013 Settlement Agreement. In any event, the 2013 Settlement Agreement does not apply to, and the Company has no financial obligations to Fraunhofer with respect to, the Company’s use of, or revenues derived from, technologies developed independently of Fraunhofer. On June 12, 2014, Fiocruz, Fraunhofer and iBio executed an amendment to the CLA (the “Amended Agreement”) to create a new research and development plan for the development of a recombinant Yellow Fever vaccine providing revised reporting, objectives, estimated budget, and project billing process. By its execution of the Amended Agreement, iBio again engaged Fraunhofer to act as the Company’s subcontractor for performance of research and development services for the new research and development plan covered by the Amended Agreement and to have Fraunhofer bill Fiocruz directly on behalf of the Company at the rates, amounts and times provided in the Amended Agreement with the proceeds of such billings and only the proceeds paid to Fraunhofer for its services so the Company’s expense is equal to its revenue and no profit would be recognized for these activities under the Amended Agreement. For the year ended June 30, 2015, $2.1 million in research and development services were performed by Fraunhofer for the Company pursuant to the amended CLA. As of December 31, 2015, the total engagement of Fraunhofer for work requested by iBio was at least $3.0 million. See Note 8 - Significant Vendors for additional information. In addition to the foregoing, the Company sought to engage Fraunhofer for substantial additional other work, but Fraunhofer did not respond to the Company’s requests for proposals for such work. University of Pittsburgh (“UP”) On January 14, 2014 (the “Effective Date”), the Company entered into an exclusive worldwide License Agreement (“LA”) with UP covering all of the U.S. and foreign patents and patent applications and related intellectual property owned by UP pertinent to the use of endostatin peptides for the treatment of fibrosis. The Company paid an initial license fee of $20,000 and is required to pay all of UP’s patent prosecution costs that were incurred prior to, totaling $30,627, and subsequent to the effective date of the agreement. On each anniversary date the Company is to pay license fees ranging from $25,000 to $150,000 for the first five years and $150,000 on each subsequent anniversary date until the first commercial sale of the licensed technology. Beginning with commercial sales of the technology or approval by the FDA or foreign equivalent, the Company will be required to pay milestone payments, royalties and a percentage of any non-royalty sublicense income to UP. In 2019 and 2018, the Company incurred licensing fees totaling $157,000 and $104,000, respectively. University of Natural Resources and Life Sciences, Vienna On March 1, 2019, the Company entered into a non-exclusive license agreement with the University of Natural Resources and Life Sciences, Vienna, whereby the Company obtained a non-transferable license for certain technical information and biological materials related to certain Nicotiana benthamiana plans with modified N-glycosylation. The license agreement is set to expire on December 11, 2019. In 2019, the Company incurred licensing fees totaling $33,900. Lease – Bryan, Texas As discussed above, iBio CDMO is leasing its facility in Bryan, Texas from the Second Eastern Affiliate under the Sublease. See Note 10 for more details of the sublease. The base rent is subject to increase annually in accordance with increases in the CPI. The Company incurred rent expense of approximately $129,000 and $39,000 in 2019 and 2018, respectively, related to the increases in the CPI. Lawsuits On March 17, 2015, the Company filed a Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer and Vidadi Yusibov (“Yusibov”), Fraunhofer CMB’s Executive Director, seeking monetary damages and equitable relief based on Fraunhofer’s material and continuing breaches of their contracts with the Company. On September 16, 2015, the Company voluntarily dismissed its action against Yusibov, without prejudice, and thereafter on September 29, 2015, the Company filed a Verified Amended Complaint against Fraunhofer alleging material breaches of its agreements with the Company and seeking monetary damages and equitable relief against Fraunhofer. The Court bifurcated the action to first resolve the threshold question in the case – the scope of iBio’s ownership of the technology developed or held by Fraunhofer – before proceeding with the rest of the case and the parties stipulated their agreement to that approach. After considering the parties’ written submissions and oral argument, the Court resolved the threshold issue in favor of iBio on July 29, 2016, holding that iBio owns all proprietary rights of any kind to all plant-based technology of Fraunhofer developed or held as of December 31, 2014, including know-how, and was entitled to receive a technology transfer from Fraunhofer. Fraunhofer’s motion to dismiss iBio’s contract claims was denied by the Court on February 24, 2017. The Court at that time also granted, over Fraunhofer’s opposition, iBio’s motion to supplement and amend the Complaint to add additional state law claims against Fraunhofer. Fraunhofer filed an answer and counterclaims in March 2017, but in May 2017, Fraunhofer obtained new counsel, and with iBio’s agreement (as a matter of procedure), filed an amended answer and amended counterclaims in July 2017. The Company replied to those counterclaims on August 9, 2017. In November 2017, the Company engaged new counsel to further lead its litigation efforts, and on November 3, 2017, the Company filed a separate Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer-Gesellschaft, the European unit of Fraunhofer (the "Second Complaint"). The Second Complaint follows iBio’s pending litigation filed in March 2015, described above, against Fraunhofer USA, Inc., the U.S. unit of Fraunhofer. On December 10, 2018, the Delaware Chancery Court dismissed the Second Complaint filed against Fraunhofer-Gesellschaft, the European unit of Fraunhofer, as untimely filed. The dismissal of the Second Complaint has no effect on the action against the U.S. unit of Fraunhofer. The Company and Fraunhofer have continued to proceed with discovery. The Company is unable to predict the further outcome of this action at this time. |
Employee 401(K) Plan
Employee 401(K) Plan | 12 Months Ended |
Jun. 30, 2019 | |
Employee 401(K) Plan | |
Employee 401(K) Plan | 17. Employee 401(K) Plan Commencing January 1, 2018, the Company established the iBio, Inc. 401(K) Plan (the “Plan”). Eligible employees of the Company may participate in the Plan, whereby they may elect to make elective deferral contributions pursuant to a salary deduction agreement and receive matching contributions upon meeting age and length-of-service requirements. The Company will make a 100% matching contribution that is not in excess of 5% of an eligible employee’s compensation. In addition, the Company may make qualified non-elective contributions at its discretion. Employer contributions made to the Plan totaled approximately $126,000 and $38,000 in 2019 and 2018, respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jun. 30, 2019 | |
Segment Reporting | |
Segment Reporting | 18. Segment Reporting In accordance with FASB ASC 280, “ Segment Reporting ,” the Company discloses financial and descriptive information about its reportable segments. The Company operates in two segments, iBio, Inc. and iBio CDMO. These segments are components of the Company about which separate financial information is available and regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies. Year Ended June 30, 2019 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 2,018 $ — $ — $ 2,018 Revenues - intersegment 1,465 1,995 (3,460) — Research and development 4,344 3,164 (2,034) 5,474 General and administrative 4,297 9,461 (1,426) 12,332 Operating loss (5,158) (10,630) — (15,788) Interest expense — (1,900) — (1,900) Interest and other income 79 12 — 91 Consolidated net loss (5,079) (12,518) — (17,597) Total assets 37,442 6,399 (13,255) 30,586 Fixed assets, net 2 24,378 — 24,380 Intangible assets, net 1,374 — — 1,374 Depreciation expense 2 1,425 — 1,427 Amortization of intangible assets 322 — — 322 Year Ended June 30, 2018 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 407 $ 37 $ — $ 444 Revenues - intersegment 1,329 461 (1,790) — Research and development 2,470 1,943 (427) 3,986 General and administrative 4,547 7,460 (1,322) 10,685 Operating loss (5,281) (8,946) — (14,227) Interest expense — (1,915) — (1,915) Interest and other income 28 6 — 34 Consolidated net loss (5,253) (10,855) — (16,108) Total assets 36,986 18,879 (12,782) 43,083 Fixed assets, net 5 25,147 — 25,152 Intangible assets, net 1,620 — — 1,620 Depreciation expense 3 1,365 — 1,368 Amortization of intangible assets 341 — — 341 |
Notices of Delisting or Failure
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | 12 Months Ended |
Jun. 30, 2019 | |
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | |
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | 19. Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On January 4, 2018, the Company received notification from the NYSE American LLC (“NYSE American” or the “Exchange”) pursuant to Section 1003(f)(v) of the NYSE American’s Company Guide (“Company Guide”) that, due to the Company’s current low selling share price, the Company’s continued listing on the NYSE American was predicated on our effecting a reverse stock split or otherwise demonstrating sustained improvement in our share price within a reasonable period of time, which the NYSE American had determined to be no later than July 5, 2018. On April 23, 2018, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company’s certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company’s Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10). On May 23, 2018, the Company’s Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1 : 10) shares of the Company’s common stock. As a result of the reverse stock split, every ten (10) shares of the Company’s common stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company’s common stock. The reverse split also applied to common stock issuable upon the exercise of the Company’s outstanding stock options. The reverse stock split did not affect the par value of the Company’s common stock or the shares of common stock the Company is authorized to issue under its Certificate of Incorporation, as amended. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. The effective date of the reverse stock split was June 8, 2018. On July 5, 2018, the Company received a letter from NYSE American informing the Company that it had resolved the deficiency with respect to low selling price, described in Section 1003(f)(v) of the Company guide and was back in compliance. On June 30, 2019, the closing price of the Company’s common stock was $0.71. On June 6, 2018, the Company received notification from the NYSE American that it was not in compliance with the continued listing standards as set forth in Section 1003(a)(iii) of the NYSE American’s Company Guide that, which applies if a listed company has stockholders’ equity of less than $6,000,000 and has sustained losses from continuing losses and/or net losses in its five most recent fiscal years. NYSE American indicated that a review of the Company showed that it was below compliance with Section 1003(a)(iii) since it reported stockholders’ equity of $4.2 million as of March 31, 2018 and net losses in its five most recent fiscal years. In order to maintain its listing, the Company submitted a plan for compliance addressing how it intended to regain compliance with Section 1003(a)(iii) of the Company Guide by December 6, 2019. On August 16, 2018, the Company received notice from NYSE American that NYSE Regulation had accepted the Company’s July 16, 2018 plan and granted a plan period through December 6, 2019, subject to periodic review by the Exchange, including quarterly monitoring, for compliance with the initiatives outlined in the plan. If the Company was not in compliance with the continued listing standards by December 6, 2019, or if the Company did not make progress consistent with the plan during the plan period, NYSE Regulation staff could initiate delisting proceedings as appropriate. On December 20, 2018, the Company was formally notified by the NYSE American that the Company had regained compliance with all of the NYSE American continued listing standards set forth in Part 10 of the NYSE American Company Guide (the "Company Guide"). Specifically, the Company was informed that it had resolved the continued listing deficiency with respect to Section 1003(a)(iii) of the Company Guide referenced in the Exchange's letter dated June 6, 2018. The NYSE American notifications did not affect the Company’s business operations or its reporting obligations under the Securities and Exchange Commission regulations and rules and did not conflict with or cause an event of default under any of the Company’s material agreements. As of June 30, 2019, the Company's stockholders' equity balance is $2.5 million. In order to maintain its listing with NYSE American, the Company must remain in compliance with the continued listing standards as set forth in Section 1003(a)(iii) of the Company Guide, which applies if a listed company has stockholders' equity of less than $6,000,000 and has sustained losses from continuing operations and/or net losses in its five most recent fiscal years. Based on the June 30, 2019, stockholders' equity balance of $2.5 million and related net losses in its five most recent fiscal years, the Company is below the Exchange compliance requirement with Section 1003(a)(iii). The Company expects to regain compliance by raising funds through the sale of additional equity or other securities. The Company cannot be certain that any such funding will be available on favorable terms or available at all. To the extent that the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution. If the Company is unable to raise funds when required or on favorable terms, this assumption may no longer be operative, and the Company may have to: a) significantly delay, scale back, or discontinue the product application and/or commercialization of its proprietary technologies; b) seek collaborators for its technology and product candidates on terms that are less favorable than might otherwise be available; c) relinquish or otherwise dispose of rights to technologies, product candidates, or products that it would otherwise seek to develop or commercialize; or d) possibly cease operations. In addition, the Company expects revenues related to its CDMO core services offering and potential commercialization of its technologies and the potential development and eventual commercialization of proprietary pipeline products. The Company cannot be certain it will succeed in these activities and may never generate revenues that are significant or large enough to achieve profitability. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2019 | |
Subsequent Events | |
Subsequent Events | 20. Subsequent Events On July 11, 2019, one of the holders of the Series A Convertible Preferred Stock converted 45 shares into 50,000 shares of the Company’s common stock. On August 20, 2019, several holders of the Series A Convertible Preferred Stock converted 3,600 shares into approximately 4.0 million shares of the Company’s common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include the valuation of intellectual property, legal and contractual contingencies and share-based compensation. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. At June 30, 2019 and 2018, the Company determined that an allowance for doubtful accounts was not needed. |
Revenue Recognition | Revenue Recognition Effective July 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, " Revenue from Contracts with Customers " ("ASU 2014-09") and other associated standards. Under the new standard, the Company recognizes revenue when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The Company evaluated the new guidance and its adoption did not have a significant impact on the Company's financial statements and a cumulative effect adjustment under the modified retrospective method of adoption was not necessary. There is no change to the Company's accounting policies. Prior to the adoption of ASU 2014-09, the Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Contract liabilities represent billings to a customer to whom the services have not yet been provided. The Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Contract liabilities (deferred revenue) represents billings to a customer to whom the services have not yet been provided. The Company’s contract revenue consists primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzes its agreements to determine whether the elements can be separated and accounted for individually or as a single unit of accounting. Allocation of revenue to individual elements that qualify for separate accounting is based on the separate selling prices determined for each component, and total contract consideration is then allocated pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors. In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied. The nature of the Company's contracts with customers generally fall within the three key elements of the Company's business plan: CDMO Facility Activities; Product Candidate Pipeline, and Facility Design and Build-out / Technology Transfer services. Recognition of revenue is driven by satisfaction of the performance obligations using one of two methods: revenue is either recognized over time or at a point in time. Contracts containing multiple performance obligations classify those performance obligations into separate units of accounting either as standalone or combined units of accounting. For those performance obligations treated as a standalone unit of accounting, revenue is generally recognized based on the method appropriate for each standalone unit. For those performance obligations treated as a combined unit of accounting, revenue is generally recognized as the performance obligations are satisfied, which generally occurs when control of the goods or services have been transferred to the customer or client or once the client or customer is able to direct the use of those goods and / or services as well as obtaining substantially all of its benefits. As such, revenue for a combined unit of accounting is generally recognized based on the method appropriate for the last delivered item but due to the specific nature of certain project and contract items, management may determine an alternative revenue recognition method as appropriate, such as a contract whereby one deliverable in the arrangement clearly comprises the overwhelming majority of the value of the overall combined unit of accounting. Under this circumstance, management may determine revenue recognition for the combined unit of accounting based on the revenue recognition guidance otherwise applicable to the predominant deliverable. The Company generates (or may generate in the future) contract revenue under the following types of contracts: Fixed-Fee Under a fixed-fee contract, the Company charges a fixed agreed upon amount for a deliverable. Fixed-fee contracts have fixed deliverables upon completion of the project. Typically, the Company recognizes revenue for fixed-fee contracts after projects are completed, delivery is made and title transfers to the customer, and collection is reasonably assured. Time and Materials Under a time and materials contract, the Company charges customers an hourly rate plus reimbursement for other project specific costs. The Company recognizes revenue for time and material contracts based on the number of hours devoted to the project multiplied by the customer’s billing rate plus other project specific costs incurred. Grant Income Grants are recognized as income when all conditions of such grants are fulfilled or there is a reasonable assurance that they will be fulfilled. Grant income is classified as a reduction of research and development expenses. In 2019 and 2018, grant income amounted to approximately $37,000 and $44,000, respectively. |
Contract Assets | Contract Assets A contract asset is an entity's right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. Generally, an entity will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. Contract assets consist primarily of the cost of project contract work performed by third parties whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both June 30, 2019 and 2018, contract assets were $0. |
Contract Liabilities | Contract Liabilities A contract liability is an entity’s obligation to transfer goods or services to a customer at the earlier of (1) when the customer prepays consideration or (2) the time that the customer’s consideration is due for goods and services the entity will yet provide. Generally, an entity will recognize a contract liability when it receives a prepayment. Contract liabilities consist primarily of consideration received, usually in the form of payment, on project work to be performed whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. Contract liabilities may also be described as deferred revenue. At both June 30, 2019 and 2018, contract liabilities (or deferred revenue) were $1.279,000 and $0, respectively. Prior to July 1, 2018, the Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Deferred revenue represents billings to a customer to whom the services have not yet been provided. The Company's contract revenue consisted primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzed its agreements to determine whether the elements could be separated and accounted for individually or as a single unit of accounting in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-25, " Revenue Arrangements with Multiple Deliverables ," and Staff Accounting Bulletin 104 " Revenue Recognition ." Allocation of revenue to individual elements that qualified for separate accounting was based on the separate selling prices determined for each component, and total contract consideration was then allocated pro rata across the components of the arrangement. If separate selling prices were not available, the Company used its best estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors. For the year ended June 30, 2019, the Company did not have any revenue arrangements with multiple deliverables. |
Work in Process | Work in Process Work in process consists primarily of the cost of labor and other overhead incurred on contracts that have not been completed. There was no work in process at both June 30, 2019 and 2018, respectively. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the FASB ASC 730‑10, “ Research and Development ” (“ASC 730‑10”). Under ASC 730‑10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three to fifteen years. Assets held under the terms of capital leases are included in fixed assets and are depreciated on a straight-line basis over the terms of the leases or the economic lives of the assets. Obligations for future lease payments under capital leases are shown within liabilities and are analyzed between amounts falling due within and after one year (see Notes 6 and 10). |
Intangible Assets | Intangible Assets The Company accounts for intangible assets at their historical cost and records amortization utilizing the straight-line method based upon their estimated useful lives. Patents are amortized over a period of ten years and other intellectual property is amortized over a period from 16 to 23 years. The Company reviews the carrying value of its intangible assets for impairment whenever events or changes in business circumstances indicate the carrying amount of such assets may not be fully recoverable. Evaluating for impairment requires judgment, and recoverability is assessed by comparing the projected undiscounted net cash flows of the assets over the remaining useful life to the carrying amount. Impairments, if any, are based on the excess of the carrying amount over the fair value of the assets. There were no impairment charges for the years ended June 30, 2019 and 2018. |
Derivative Instruments | Derivative Instruments The Company does not use derivative instruments in its ordinary course of business. In connection with the issuances of debt and/or equity instruments, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities rather than as equity. In addition, the debt and/or equity instrument may contain embedded derivative instruments, such as conversion options or anti-dilution features, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative liability instruments under the provisions of FASB ASC 815, “ Derivatives and Hedging .” There are no options or warrants of the Company presently outstanding that require accounting as a derivative liability. |
Foreign Currency | Foreign Currency The Company accounts for foreign currency translation pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 830, " Foreign Currency Matters ." The functional currency of iBio Brazil is the Brazilian Real. Under FASB ASC 830, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. All transaction gains and losses from the measurement of monetary balance sheet items denominated in Reals are reflected in the statement of operations as appropriate. Translation adjustments are included in accumulated other comprehensive loss. For both 2019 and 2018, any translation adjustments were considered immaterial and did not have a significant impact on the Company’s consolidated financial statements. |
Share-based Compensation | Share-based Compensation The Company recognizes the cost of all share-based payment transactions at fair value. Compensation cost, measured by the fair value of the equity instruments issued, adjusted for estimated forfeitures, is recognized in the financial statements as the respective awards are earned over the performance period. The Company uses historical data to estimate forfeiture rates. The impact that share-based payment awards will have on the Company’s results of operations is a function of the number of shares awarded, the trading price of the Company’s stock at the date of grant or modification, and the vesting schedule. Furthermore, the application of the Black-Scholes option pricing model employs weighted-average assumptions for expected volatility of the Company’s stock, expected term until exercise of the options, the risk-free interest rate, and dividends, if any, to determine fair value. Expected volatility is based on historical volatility of the Company’s common stock; the expected term until exercise represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company has not paid any dividends since its inception and does not anticipate paying any dividends for the foreseeable future, so the dividend yield is assumed to be zero. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2019 and 2018. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as income tax expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during 2019 and 2018. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash The Company maintains principally all cash balances in one financial institution which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the strength of the financial institution. The Company has not incurred any losses on these accounts. At June 30, 2019 and 2018, amounts in excess of insured limits were approximately $3,924,000 and $15,455,000, respectively. Revenue CC-Pharming accounted for approximately 92% of revenues in 2019. In 2018, one customer accounted for approximately 54% of revenues. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Fixed Assets | |
Schedule of gross carrying value and accumulated depreciation of fixed assets | The following table summarizes by category the gross carrying value and accumulated depreciation of fixed assets (in thousands): June 30, June 30, 2019 2018 Facility under capital lease $ 20,000 $ 20,000 Equipment under capital lease 6,000 6,000 Facility improvements 1,449 982 Construction in process 138 — Medical equipment 1,260 1,038 Office equipment and software 231 404 29,078 28,424 Accumulated depreciation – assets under capital lease (4,212) (3,027) Accumulated depreciation – other (486) (245) (4,698) (3,272) Net fixed assets $ 24,380 $ 25,152 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Intangible Assets | |
Schedule of Category the gross carrying value and accumulated amortization of intangible assets | The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands): June 30, June 30, 2019 2018 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents – gross carrying value 2,560 2,484 5,660 5,584 Intellectual property – accumulated amortization (2,399) (2,243) Patents – accumulated amortization (1,887) (1,721) (4,286) (3,964) Net intangible assets $ 1,374 $ 1,620 |
Schedule of Estimated annual amortization expenses for next five years and thereafter | The estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): For the Year Ending June 30, 2020 $ 294 2021 273 2022 260 2023 245 2024 149 Thereafter 153 Total $ 1,374 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Accrued Expenses | |
Schedule of Accrued expenses | Accrued expenses consist of the following (in thousands): June 30, June 30, 2019 2018 Rent and real estate taxes – related party (see Note 14) $ 383 $ 471 Interest – related party (see Note 14) 316 318 Salaries and benefits 166 133 Other accrued expenses 100 126 Total accrued expenses $ 965 $ 1,048 |
Capital Lease Obligation (Table
Capital Lease Obligation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Capital Lease Obligation | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum payments under the capitalized lease obligations are due as follows: Year ending on June 30: Principal Interest Total 2020 $ 212,898 $ 1,887,102 $ 2,100,000 2021 229,562 1,870,438 2,100,000 2022 247,531 1,852,469 2,100,000 2023 266,906 1,833,094 2,100,000 2024 287,798 1,812,202 2,100,000 Thereafter 23,639,442 30,435,558 54,075,000 Total minimum lease payments 24,884,137 $ 39,690,863 $ 64,575,000 Less: current portion (212,898) Long-term portion of minimum lease obligations $ 24,671,239 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Earnings (Loss) Per Common Share | |
Schedule of Earnings (loss) Per Share, Basic and Diluted | The following table summarizes the components of the earnings (loss) per common share calculation (in thousands, except per share amounts): Years ended June 30, 2019 2018 Basic and diluted numerator: Net loss attributable to iBio, Inc. stockholders $ (17,593) $ (16,105) Preferred stock dividends (260) (260) Net loss available to iBio, Inc. stockholders $ (17,853) $ (16,365) Basic and diluted denominator: Weighted-average common shares outstanding 18,926 10,631 Per share amount $ (0.94) $ (1.54) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of June 30, 2019 and 2018, shares issuable which could potentially dilute future earnings included were as follows. Year Ended June 30, 2019 (in thousands) Stock options 1,347 1,365 Series A Preferred 4,430 6,900 Series B Preferred 6,428 6,428 Shares excluded from the calculation of diluted loss per share 12,205 14,693 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Share-Based Compensation | |
Schedule of Components of share-based compensation expense | The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations (in thousands): Year Ended June 30, 2019 2018 Research and development $ 26 $ 50 General and administrative 215 720 Totals $ 241 $ 770 |
Schedule of Stock option activity | The following table summarizes all stock option activity during the years ended June 30, 2019 and 2018: Weighted- Weighted- average average Remaining Aggregate Stock Exercise Contractual Intrinsic Value Options Price Term (in years) (in thousands) Outstanding as of July 1, 2017 1,354,833 $ 12.08 5.9 $ 138 Granted 21,000 $ 3.12 Forfeited/expired (11,250) $ 4.00 Outstanding as of June 30, 2018 1,364,583 $ 12.01 4.9 $ — Granted 400,000 $ 0.90 Issued under Option Exchange 874,310 $ 0.93 Forfeited/expired/exchanged (1,292,374) $ 12.08 Outstanding as of June 30, 2019 1,346,519 $ 1.45 6.1 $ — As of June 30, 2019 vested and expected to vest 1,324,467 $ 1.46 6.1 $ — Exercisable as of June 30, 2019 70,998 $ 10.94 3.6 $ — |
Schedule of Stock options outstanding and exercisable | The following table summarizes information about options outstanding and exercisable at June 30, 2019: Options Outstanding and Exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Outstanding In Years Price Exercisable Exercise prices: $0.93 - $2.03 1,274,435 6.2 $ 0.92 166 $2.53 - $4.40 12,750 5.1 3.91 11,498 $5.80 - $8.70 33,334 4.5 6.82 33,334 $9.30 - $26.90 22,000 1.8 17.63 22,000 $26.90 - $28.90 4,000 2.0 28.90 4,000 1,346,519 6.1 $ 1.45 70,998 |
Schedule of Fair value of options granted using the Black-Scholes option pricing model | The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: 2019 2018 Risk-free interest rate 2.45 % 2.15% - 2.94 % Dividend yield 0 % 0 % Volatility 97.5 % 103.00% - 103.72 % Expected term (in years) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Taxes | |
Schedule of Comprehensive Income (Loss) | The components of net loss consist of the following (in thousands): For the Years Ended June 30, 2019 2018 United States $ (17,576) $ (16,076) Brazil (21) (32) Total $ (17,597) $ (16,108) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision (benefit) for income taxes consist of the following (in thousands): For the Years Ended June 30, 2019 2018 Current – Federal, state and foreign $ — $ — Deferred – Federal (3,690) 3,318 Deferred – State (990) 943 Deferred – Foreign — (8) Total (4,680) 4,253 Change in valuation allowance 4,680 (4,253) Income tax expense $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of June 30, 2019 2018 Deferred tax assets (liabilities): Net operating loss $ 21,427 $ 15,652 Share-based compensation 2,236 2,211 Research and development tax credits 1,534 1,404 Suspended losses in iBio CDMO — 1,223 Basis in iBio CDMO 687 678 Intangible assets (233) (202) Vacation accrual and other 19 24 Valuation allowance (25,670) (20,990) Total $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rate to the effective tax rate is as follows: Years Ended June 30, 2019 2018 Statutory federal income tax rate 21 % 21 % State (net of federal benefit) 6 % 6 % Research and development tax credit 1 % 1 % Permanent differences — % — % Reclassification of incentive stock options to non-qualifying — % — % Change in federal rate — % (56) % Change in valuation allowance (28) % 28 % Effective income tax rate — % — % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Segment Reporting | |
Schedule of Segment Reporting Information | The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies. Year Ended June 30, 2019 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 2,018 $ — $ — $ 2,018 Revenues - intersegment 1,465 1,995 (3,460) — Research and development 4,344 3,164 (2,034) 5,474 General and administrative 4,297 9,461 (1,426) 12,332 Operating loss (5,158) (10,630) — (15,788) Interest expense — (1,900) — (1,900) Interest and other income 79 12 — 91 Consolidated net loss (5,079) (12,518) — (17,597) Total assets 37,442 6,399 (13,255) 30,586 Fixed assets, net 2 24,378 — 24,380 Intangible assets, net 1,374 — — 1,374 Depreciation expense 2 1,425 — 1,427 Amortization of intangible assets 322 — — 322 Year Ended June 30, 2018 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 407 $ 37 $ — $ 444 Revenues - intersegment 1,329 461 (1,790) — Research and development 2,470 1,943 (427) 3,986 General and administrative 4,547 7,460 (1,322) 10,685 Operating loss (5,281) (8,946) — (14,227) Interest expense — (1,915) — (1,915) Interest and other income 28 6 — 34 Consolidated net loss (5,253) (10,855) — (16,108) Total assets 36,986 18,879 (12,782) 43,083 Fixed assets, net 5 25,147 — 25,152 Intangible assets, net 1,620 — — 1,620 Depreciation expense 3 1,365 — 1,368 Amortization of intangible assets 341 — — 341 |
Nature of Business (Details)
Nature of Business (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Jun. 30, 2019ft² | Jun. 26, 2018$ / shares | Jun. 20, 2018$ / shares | Feb. 23, 2017$ / shares | Jan. 13, 2016USD ($) | Dec. 31, 2015 | |
Nature of Business [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 0.001 | ||||
iBio CDMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | |||||
iBio CMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | |||||
Equity Method Investment, Ownership Percentage | 99.99% | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Brazil [Member] | ||||||
Nature of Business [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 99.00% | |||||
Second Eastern Affiliate [Member] | ||||||
Nature of Business [Line Items] | ||||||
Area of Land | ft² | 139,000 | |||||
Second Eastern Affiliate [Member] | iBio CDMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Lease Term | 34 years | |||||
Second Eastern Affiliate [Member] | iBio CMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Amount Represented by Preferred Stock | $ | $ 15 | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | |||||
iBio CDMO LLC [Member] | ||||||
Nature of Business [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 0.01% | |||||
iBio CDMO LLC [Member] | Second Eastern Affiliate [Member] | ||||||
Nature of Business [Line Items] | ||||||
Lease Term | 34 years |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | Jul. 12, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | Nov. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 20, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Basis of Presentation [Line Items] | ||||||||||
Accumulated deficit | $ (105,821,000) | $ (88,228,000) | ||||||||
Net Cash Used in Operating Activities | (13,975,000) | (13,480,000) | ||||||||
Cash | 4,421,000 | 15,934,000 | $ 15,934,000 | $ 8,088,000 | ||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | 2,250,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 1,350,000 | $ 16 | $ 4,500,000 | 0 | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (17,597,000) | $ (16,108,000) | ||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | $ 2 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | 1,000 | $ 1,000 | $ 0.001 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,470,000 | 100,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,666,666 | 2,666,666 | ||||||||
Contract with Customer, Liability | $ 1,800,000 | |||||||||
Contract with Customer, Liability, Revenue Recognized | 2,900,000 | |||||||||
Proceeds from Contributed Capital | $ 2,459,000 | $ 1,093,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | 1,000 | $ 1,000 | 0.001 | ||||||
Eastern Affiliate [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Proceeds from Contributed Capital | $ 2,459,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 1,350,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | 11,000 | ||||||||
Shares Issued, Price Per Share | $ 0.90 | 0.90 | 0.90 | $ 0.90 | ||||||
Underwritten Public Offering [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Stock Issued During Period, Value, New Issues | $ 16,000,000 | |||||||||
Common Stock [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | 142,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 1,000 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 0 | $ 0 | ||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,470,000 | 100,000 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 6,300 | 6,300 | 6,300 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | 0.001 | ||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | $ 0.001 | ||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 7,000,000 | 7,000,000 | 7,000,000 | |||||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | $ 0.90 | |||||||
Series B Preferred Stock [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 5,785 | 5,785 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | 1,000 | $ 1,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Basis of Presentation [Line Items] | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,427,778 | 6,427,778 | 6,427,778 | |||||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | $ 0.90 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues From Grants | $ 37,000 | $ 44,000 |
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0 |
Work in process | 0 | 0 |
Contract with Customer, Asset, Net, Current | 0 | 0 |
Contract liabilities (or deferred revenue) | 1,279,000 | 0 |
Cash, FDIC Insured Amount | $ 3,924,000 | $ 15,455,000 |
Sales Revenue, Net [Member] | Customer A [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 92.00% | 54.00% |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Intellectual Property [Member] | Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 16 years | |
Intellectual Property [Member] | Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 23 years | |
Patents [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Property, Plant and Equipment, Gross | $ 29,078 | $ 28,424 |
Accumulated depreciation - assets under capital lease | (4,212) | (3,027) |
Accumulated depreciation - other | (486) | (245) |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (4,698) | (3,272) |
Net fixed assets | 24,380 | 25,152 |
Facility Under Capital Lease [Member] | ||
Property, Plant and Equipment, Gross | 20,000 | 20,000 |
Equipment Under Capital Lease [Member] | ||
Property, Plant and Equipment, Gross | 6,000 | 6,000 |
Facility Improvements [Member] | ||
Property, Plant and Equipment, Gross | 1,449 | 982 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross | 138 | 0 |
Medical equipment [Member] | ||
Property, Plant and Equipment, Gross | 1,260 | 1,038 |
Office Equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 231 | $ 404 |
Fixed Assets - Additional infor
Fixed Assets - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Depreciation, Total | $ 1,427 | $ 1,368 |
Depreciation, Depletion and Amortization, Nonproduction | $ 179 | |
iBio CDMO LLC [Member] | Second Eastern Affiliate [Member] | ||
Lease Term | 34 years | |
Capital Leased Assets [Member] | ||
Depreciation, Total | $ 1,185 | $ 1,222 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | $ 5,660 | $ 5,584 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,286) | (3,964) |
Net intangible assets | 1,374 | 1,620 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | 3,100 | 3,100 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,399) | (2,243) |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | 2,560 | 2,484 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (1,887) | $ (1,721) |
Intangible Assets - Estimated a
Intangible Assets - Estimated annual amortization expense (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Intangible Assets | ||
2020 | $ 294 | |
2021 | 273 | |
2022 | 260 | |
2023 | 245 | |
2024 | 149 | |
Thereafter | 153 | |
Total | $ 1,374 | $ 1,620 |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Amortization of Intangible Assets | $ 322,000 | $ 341,000 |
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 | $ 0 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 6 years 3 months 18 days | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 4 years 6 months | |
Maximum [Member] | Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 23 years | |
Minimum [Member] | Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Significant Vendors (Details)
Significant Vendors (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Significant Vendor [Line Items] | ||
Accounts Payable, Current | $ 1,001,000 | $ 790,000 |
Research and Development Expense | 5,474,000 | 3,986,000 |
Revenues | 2,018,000 | 444,000 |
Amended Agreement [Member] | ||
Significant Vendor [Line Items] | ||
Research and Development Expense | 2,100,000 | |
Revenues | 0 | |
Fraunhofer [Member] | ||
Significant Vendor [Line Items] | ||
Accounts Payable, Current | 75,000 | 75,000 |
Novici [Member] | ||
Significant Vendor [Line Items] | ||
Accounts Payable, Current | 65,000 | 181,000 |
Research and Development Expense | $ 954,000 | $ 877,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Accrued Liabilities, Current | $ 965 | $ 1,048 |
Rent And Real Estate Tax Expense [Member] | ||
Accrued Liabilities, Current | 383 | 471 |
Interest Expense [Member] | ||
Accrued Liabilities, Current | 316 | 318 |
Salaries and benefits [Member] | ||
Accrued Liabilities, Current | 166 | 133 |
Other accrued expenses [Member] | ||
Accrued Liabilities, Current | $ 100 | $ 126 |
Capital Lease Obligation (Detai
Capital Lease Obligation (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
2020 | $ 2,100,000 | |
2021 | 2,100,000 | |
2022 | 2,100,000 | |
2023 | 2,100,000 | |
2024 | 2,100,000 | |
Thereafter | 54,075,000 | |
Total minimum lease payments | 64,575,000 | |
Less: current portion | (213,000) | $ (197,000) |
Long-term portion of minimum lease obligations | 24,671,000 | $ 24,884,000 |
Principal [Member] | ||
2020 | 212,898 | |
2021 | 229,562 | |
2022 | 247,531 | |
2023 | 266,906 | |
2024 | 287,798 | |
Thereafter | 23,639,442 | |
Total minimum lease payments | 24,884,137 | |
Less: current portion | (212,898) | |
Long-term portion of minimum lease obligations | 24,671,239 | |
Interest [Member] | ||
2020 | 1,887,102 | |
2021 | 1,870,438 | |
2022 | 1,852,469 | |
2023 | 1,833,094 | |
2024 | 1,812,202 | |
Thereafter | 30,435,558 | |
Total minimum lease payments | $ 39,690,863 |
Capital Lease Obligation - Addi
Capital Lease Obligation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Capital Lease Obligation | ||
Capital Leases, Income Statement, Interest Expense | $ 1,900,000 | $ 1,915,000 |
Sub Lease Expiration Period | 34 years | |
Operating Leases, Rent Expense | $ 2,100,000 | |
Capital Lease Obligation Description | the base rent, iBio CDMO is required to pay, for each calendar year during the term, a portion of the total gross sales for products manufactured or processed at the facility, equal to 7% of the first $5,000,000 of gross sales, 6% of gross sales between $5,000,001 and $25,000,000, 5% of gross sales between $25,000,001 and $50,000,000, 4% of gross sales between $50,000,001 and $100,000,000, and 3% of gross sales between $100,000,001 and $500,000,000. However, if for any calendar year period from January 1, 2018 through December 31, 2019, iBio CDMO's applicable gross sales are less than $5,000,000, or for any calendar year period from and after January 1, 2020, its applicable gross sales are less than $10,000,000, then iBio CDMO is required to pay the amount that would have been payable if it had achieved such minimum gross sales and shall pay no less than the applicable percentage for the minimum gross sales for each subsequent calendar year. Percentage rent amounted to $350,000 and $199,000 in 2019 and 2018, respectively. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Aug. 20, 2019 | Jul. 11, 2019 | Jul. 12, 2018 | Jun. 26, 2018 | Jun. 08, 2018 | Jul. 24, 2017 | Apr. 13, 2016 | Apr. 07, 2016 | Jan. 13, 2016 | May 15, 2015 | Nov. 30, 2018 | Jun. 30, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | May 31, 2018 | May 23, 2018 | Apr. 23, 2018 | Mar. 31, 2018 | Nov. 30, 2017 | Jul. 24, 2017 | Feb. 23, 2017 | Jan. 25, 2016 | Dec. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 20, 2018 | Dec. 18, 2017 | Jun. 30, 2017 |
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||||||||||||||||||||||||
Common Stock, Shares Authorized | 275,000,000 | 275,000,000 | 275,000,000 | 175,000,000 | ||||||||||||||||||||||||
Common Stock, Shares, Issued | 120,000 | 16,040,126 | 120,000 | 20,152,458 | 16,040,126 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | 2,250,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,350,000 | $ 16 | $ 4,500,000 | $ 0 | ||||||||||||||||||||||||
Share Price | $ 0.90 | $ 0.71 | $ 0.90 | $ 3.86 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | $ 2 | ||||||||||||||||||||||||
Registration Common Stock | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.90 | $ 0.001 | 0.90 | 0.90 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | 2,470,000 | 100,000 | |||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | 1,000 | $ 1,000 | $ 0.001 | ||||||||||||||||||||||||
Offering Price To New Investors | 7.00% | 7.00% | ||||||||||||||||||||||||||
Offering Price to Existing Investors | 3.50% | 3.50% | ||||||||||||||||||||||||||
Underwriting Discounts, Commissions and Other Offering Expenses | $ 159,000 | $ 131,000 | $ 311,000 | $ 854,000 | ||||||||||||||||||||||||
Proceeds from Noncontrolling Interests | $ 2,459,000 | $ 1,093,000 | $ 0 | $ 1,050,000 | ||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,223 | 90 | ||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 11 | 11 | ||||||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | On June 8, 2018, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-ten (1:10) reverse stock split of the shares of the Company's common stock, either issued and outstanding or held by the Company as treasury stock, effective as of 4:10 p.m. (Eastern Time), June 8, 2018. The Company's common stock began trading on a reverse split adjusted basis on the Exchange when the market opened Monday, June 11, 2018. | On May 23, 2018, the Company's Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1:10) shares of the Company's Common Stock. As a result of the reverse stock split, every ten (10) shares of the Company's Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company's common stock. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. | On April 23, 2018, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company's certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company's Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10). | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,666,666 | 2,666,666 | ||||||||||||||||||||||||||
iBio CDMO [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | 142,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | |||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | 2,470,000 | 100,000 | |||||||||||||||||||||||||
Shares, Outstanding | 16,040,000 | 20,152,000 | 16,040,000 | 8,912,000 | ||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||||||||||||||||||||||
Shares, Outstanding | 12,000 | 10,000 | 12,000 | 0 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 6,300 | 6,300 | 6,300 | 1,000,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,300 | 6,300 | 6,300 | |||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | $ 0.001 | ||||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | Each share of Series A Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price of $0.90. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series A Preferred will not have the right to exercise any portion of its Series A Preferred if such holder, together with its affiliates, would beneficially own over 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise; provided, however, that upon 61 days' prior notice to us, such holder may increase the such limitation, provided that in no event will the limitation exceed 9.99%. | |||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 90 | 2,223 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,785 | 5,785 | 5,785 | 1,000,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,785 | 5,785 | ||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | Each share of Series B Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price of $0.90. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series B Preferred will not have the right to exercise any portion of its Series B Preferred if such holder, together with its affiliates, would beneficially own over 48% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,427,778 | 6,427,778 | 6,427,778 | |||||||||||||||||||||||||
Stockholders [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | |||||||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | 11,000 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | $ 0.90 | ||||||||||||||||||||||||
Alliances [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2 | 2 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 4,000,000 | 50,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 3,600 | 45 | ||||||||||||||||||||||||||
Eastern Share Purchase Agreements [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 945,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | 650,000 | 650,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,043,000 | $ 2,177,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.30 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 350,000 | |||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 6.22 | |||||||||||||||||||||||||||
Class Of Warrants Or Rights Exercised | 178,400 | |||||||||||||||||||||||||||
Maximum Common Stock Percentage | 38.00% | 48.00% | 38.00% | |||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||||||||||||||||||||
Eastern Share Purchase Agreements [Member] | iBio CDMO [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | |||||||||||||||||||||||||||
Lincoln Park Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 16,000,000 | $ 16,000,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 10,000 | |||||||||||||||||||||||||||
Share Price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||
Additional Aggregate Common Stock Purchased | $ 14,878,710 | |||||||||||||||||||||||||||
Aspire Capital Fund, LLC 2014 [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 1,050,000 | |||||||||||||||||||||||||||
Aspire Capital Fund, LLC 2015 [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 3,500,000 | |||||||||||||||||||||||||||
Preferred Tracking Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 13,000,000 | |||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 2.00% | 2.00% | ||||||||||||||||||||||||||
Dividends Payable | $ 350,000 | $ 610,000 | $ 350,000 | |||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 29,990,000 | |||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||
Preferred Tracking Stock [Member] | iBio CDMO [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 9.99% | 9.99% | 99.99% | |||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | |||||||||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | 60,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | $ 121,290 | ||||||||||||||||||||||||||
Share Price | $ 4 | $ 4 | ||||||||||||||||||||||||||
Aggregate Common Stock Issued or Sold | 1,781,479 | |||||||||||||||||||||||||||
Shares, Outstanding | 8,912,000 | 8,912,000 | ||||||||||||||||||||||||||
Maximum [Member] | Lincoln Park Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 1,000,000 | $ 1,000,000 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Basic and diluted numerator: | ||
Net loss attributable to iBio, Inc. stockholders | $ (17,593) | $ (16,105) |
Preferred stock dividends | (260) | (260) |
Net loss available to iBio, Inc. stockholders | $ (17,853) | $ (16,365) |
Basic and diluted denominator: | ||
Weighted-average common shares outstanding | 18,926 | 10,631 |
Per share amount | $ (0.94) | $ (1.54) |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) shares in Thousands | Jun. 08, 2019 | Jun. 30, 2019shares | Jun. 30, 2018shares |
Earnings Loss Per Common Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,205 | 14,693 | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.1 | ||
Employee Stock Option [Member] | |||
Earnings Loss Per Common Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,347 | 1,365 | |
Series A Preferred | |||
Earnings Loss Per Common Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,430 | 6,900 | |
Series B Preferred | |||
Earnings Loss Per Common Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,428 | 6,428 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | $ 241 | $ 770 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | 26 | 50 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | $ 215 | $ 720 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 20, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Share-Based Compensation | ||||
Stock Options, Outstanding at beginning of the period | 1,364,583 | 1,354,833 | ||
Stock Options, Granted | 400,000 | 21,000 | ||
Issued under Option Exchange | 874,310 | |||
Stock Options, Forfeited/expired | (1,292,374) | (11,250) | ||
Stock Options, Outstanding at end of the period | 1,346,519 | 1,364,583 | 1,354,833 | |
Stock Options, As of June 30, 2019 vested and expected to vest | 1,324,467 | |||
Stock Options, Exercisable as of June 30, 2018 | 70,998 | |||
Weighted-average Exercise Price, Outstanding at beginning of the period | $ 12.01 | $ 12.08 | ||
Weighted-average Exercise Price, Granted | $ 0.93 | $ 0.90 | 3.12 | |
Weighted-average Exercise Price, Issued under Option Exchange | 0.93 | |||
Weighted-average Exercise Price, Forfeited/expired | $ 12.08 | 4 | ||
Weighted-average Exercise Price, Outstanding at end of the period | 1.45 | $ 12.01 | $ 12.08 | |
Weighted-average Exercise Price, As of June 30, 2018 vested and expected to vest | 1.46 | |||
Weighted-average Exercise Price, Exercisable as of June 30, 2018 | $ 10.94 | |||
Weighted-average Remaining Contractual Term (in years), Outstanding | 6 years 1 month 6 days | 4 years 10 months 24 days | 5 years 10 months 24 days | |
Weighted-average Remaining Contractual Term (in years), As of June 30, 2018 vested and expected to vest | 6 years 1 month 6 days | |||
Weighted-average Remaining Contractual Term (in years), Exercisable as of June 30, 2018 | 3 years 7 months 6 days | |||
Aggregate Intrinsic Value ,Outstanding | $ 0 | $ 0 | $ 138 | |
Aggregate Intrinsic Value, As of June 30, 2018 vested and expected to vest | 0 | |||
Aggregate Intrinsic Value, Exercisable as of June 30, 2018 | $ 0 |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Option Outstanding and Exercisable (Details) | 12 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number Outstanding | shares | 1,346,519 |
Weighted-Average Remaining Life In Years | 6 years 1 month 6 days |
Weighted-Average Exercise Price | $ 1.45 |
Number Exercisable | shares | 70,998 |
Exercise Price One [Member] | |
Number Outstanding | shares | 1,274,435 |
Weighted-Average Remaining Life In Years | 6 years 2 months 12 days |
Weighted-Average Exercise Price | $ 0.92 |
Number Exercisable | shares | 166 |
Exercise Price One [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 0.93 |
Exercise Price One [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 2.03 |
Exercise Price Two [Member] | |
Number Outstanding | shares | 12,750 |
Weighted-Average Remaining Life In Years | 5 years 1 month 6 days |
Weighted-Average Exercise Price | $ 3.91 |
Number Exercisable | shares | 11,498 |
Exercise Price Two [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 2.53 |
Exercise Price Two [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 4.40 |
Exercise Price Three [Member] | |
Number Outstanding | shares | 33,334 |
Weighted-Average Remaining Life In Years | 4 years 6 months |
Weighted-Average Exercise Price | $ 6.82 |
Number Exercisable | shares | 33,334 |
Exercise Price Three [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 5.80 |
Exercise Price Three [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 8.70 |
Exercise Price Four [Member] | |
Number Outstanding | shares | 22,000 |
Weighted-Average Remaining Life In Years | 1 year 9 months 18 days |
Weighted-Average Exercise Price | $ 17.63 |
Number Exercisable | shares | 22,000 |
Exercise Price Four [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 9.30 |
Exercise Price Four [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 26.90 |
Exercise Price Five [Member] | |
Number Outstanding | shares | 4,000 |
Weighted-Average Remaining Life In Years | 2 years |
Weighted-Average Exercise Price | $ 28.90 |
Number Exercisable | shares | 4,000 |
Exercise Price Five [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 26.90 |
Exercise Price Five [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 28.90 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value of Options Granted using the Black-Scholes option pricing model (Details) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Risk-free interest rate | 2.45% | |
Dividend yield | 0.00% | 0.00% |
Volatility, Minimum | 103.00% | |
Volatility, Maximum | 97.50% | 103.72% |
Expected term (in years) | 9 years | 9 years |
Minimum [Member] | ||
Risk-free interest rate | 2.15% | |
Maximum [Member] | ||
Risk-free interest rate | 2.94% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Apr. 01, 2019 | Feb. 20, 2019 | Dec. 18, 2018 | Nov. 19, 2018 | May 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 22, 2019 | Jun. 30, 2017 | Aug. 12, 2008 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 1,311,332 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.43 | $ 2.77 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized (in Dollars) | $ 376,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 400,000 | 21,000 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.93 | $ 0.90 | $ 3.12 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Increases (Decreases) in Period, Description | Plan was amended to increase the number of shares reserved for awards under the Plan from 1 million to 1.5 million. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 57,000 | $ 972,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||||||
Share Price | $ 0.71 | $ 0.90 | $ 3.86 | |||||||
Underwater Options Member | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 94.00% | |||||||||
Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 1,000,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 21,000 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.12 | |||||||||
Two Thousand Eighteen Omnibus Equity Incentive Plan Member | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 3,500,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 874,310 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Exchanged In Period | 1,165,750 | |||||||||
Two Thousand Eighteen Omnibus Equity Incentive Plan Member | Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 50,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Share Price | $ 0.90 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | May 01, 2019 | Feb. 23, 2017 | Apr. 07, 2016 | Jun. 26, 2018 | Nov. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties, Current | $ 65,000 | $ 65,000 | $ 189,000 | ||||||
Research and Development Expense | $ 5,474,000 | $ 3,986,000 | |||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | 2,250,000 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,470,000 | 2,470,000 | 100,000 | ||||||
Consulting Fees Per Month | $ 40,000 | ||||||||
Professional Fees | $ 168,348 | ||||||||
iBio CDMO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | ||||||||
Preferred Tracking Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 13,000,000 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 29,990,000 | ||||||||
Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting Rate Per Hour | 85 | ||||||||
Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting Rate Per Hour | $ 450 | ||||||||
Eastern Capital Limited and its Affiliates [Member] | iBio CDMO LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Due from (to) Related Party | $ 15,000,000 | $ 15,000,000 | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | 30.00% | |||||||
Eastern Capital Limited and its Affiliates [Member] | Retained Interest [Member] | iBio CDMO LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | 70.00% | |||||||
Second Eastern Affiliate [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties, Current | $ 701,000 | $ 701,000 | $ 789,000 | ||||||
Research and Development Expense | 1,051,000 | $ 852,000 | |||||||
Interest Expense, Debt | 1,900,000 | 1,915,000 | |||||||
Other General And Administrative Expense | $ 1,051,000 | $ 852,000 | |||||||
Stockholders [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | ||||||||
Stockholders [Member] | Standstill Agreements [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | ||||||||
Director [Member] | Standstill Agreements [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 48.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Net loss | $ (17,597) | $ (16,108) |
United States [Member] | ||
Net loss | (17,576) | (16,076) |
Brazil [Member] | ||
Net loss | $ (21) | $ (32) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Taxes | ||
Current - Federal, state and foreign | $ 0 | $ 0 |
Deferred - Federal | (3,690) | 3,318 |
Deferred - State | (990) | 943 |
Deferred - Foreign | 0 | (8) |
Total | (4,680) | 4,253 |
Change in valuation allowance | 4,680 | (4,253) |
Income tax expense | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Deferred tax assets (liabilities): | ||
Net operating loss | $ 21,427 | $ 15,652 |
Share-based compensation | 2,236 | 2,211 |
Research and development tax credits | 1,534 | 1,404 |
Suspended losses in iBio CDMO | 0 | 1,223 |
Basis in iBio CDMO | 687 | 678 |
Intangible assets | (233) | (202) |
Vacation accrual and other | 19 | 24 |
Valuation allowance | (25,670) | (20,990) |
Total | $ 0 | $ 0 |
Income Taxes -Effective Income
Income Taxes -Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2016 | |
Income Taxes | |||
Statutory federal income tax rate | 21.00% | 21.00% | 35.00% |
State (net of federal benefit) | 6.00% | 6.00% | |
Research and development tax credit | 1.00% | 1.00% | |
Permanent differences | 0.00% | 0.00% | |
Reclassification of incentive stock options to non-qualifying | 0.00% | 0.00% | |
Change in federal rate | 0.00% | (56.00%) | |
Change in valuation allowance | (28.00%) | 28.00% | |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2016 | Jun. 30, 2008 | |
Income Taxes | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 87,700,000 | $ 5,500,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 50,500,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 128,000 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 35.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 9,100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 14, 2014 | Dec. 31, 2015 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 30, 2013 |
Commitments and Contingencies [Line Items] | ||||||
Research and Development Expense, Total | $ 5,474,000 | $ 3,986,000 | ||||
Royalty Guarantees, Commitments, Amount | 200,000 | |||||
Licensing Fees | 157,000 | $ 104,000 | ||||
Long Term Purchase Commitment Expire Date | Dec. 31, 2015 | |||||
Operating Leases, Rent Expense | 2,100,000 | |||||
Commitments [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Research Services Agreements Value Fulfilling Commitment | $ 3,000,000 | |||||
Royalty Guarantees, Commitments, Amount | $ 3,000,000 | |||||
License Cost | $ 30,627 | |||||
Initial license fee | 20,000 | |||||
Settlement Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Prepaid Expense | $ 1,000,000 | |||||
Amended Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Research and Development Expense, Total | 2,100,000 | |||||
Second Eastern Affiliate [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Research and Development Expense, Total | 1,051,000 | $ 852,000 | ||||
Natural Resources and Life Sciences, Vienna | ||||||
Commitments and Contingencies [Line Items] | ||||||
Licensing Fees | 33,900 | |||||
Minimum [Member] | Commitments [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
License Cost | 25,000 | |||||
Maximum [Member] | Commitments [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
License Cost | $ 150,000 | |||||
Fraunhofer [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Royalty Guarantees, Commitments, Amount | $ 4,000,000 | |||||
Other Commitments, Description | the 2013 Settlement Agreement provided that, for a period of up to 15 years, the Company would pay Fraunhofer one percent (1%) of all receipts derived by the Company from sales of products produced utilizing the iBioLaunch(TM) or iBioModulator(TM) technology and ten percent (10%) of all receipts derived by the Company from licensing those technologies to third parties. | |||||
iBio CDMO LLC [Member] | Second Eastern Affiliate [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Operating Leases, Rent Expense | $ 129,000 | $ 39,000 |
Employee 401(K) Plan (Details)
Employee 401(K) Plan (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Employee 401(K) Plan | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% | |
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 126,000 | $ 38,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Jun. 30, 2019segment | |
Segment Reporting | |
Number of Operating Segments | 2 |
Segment Reporting - Segments (D
Segment Reporting - Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues - external customers | $ 2,018 | $ 444 |
Revenues - intersegment | 0 | 0 |
Research and development | 5,474 | 3,986 |
General and administrative | 12,332 | 10,685 |
Operating loss | (15,788) | (14,227) |
Interest expense | (1,900) | (1,915) |
Interest and other income | 91 | 34 |
Net loss | (17,597) | (16,108) |
Total assets | 30,586 | 43,083 |
Fixed assets, net | 24,380 | 25,152 |
Intangible assets, net | 1,374 | 1,620 |
Depreciation expense | 1,427 | 1,368 |
Amortization of intangible assets | 322 | 341 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues - external customers | 0 | 0 |
Revenues - intersegment | (3,460) | (1,790) |
Research and development | (2,034) | (427) |
General and administrative | (1,426) | (1,322) |
Operating loss | 0 | 0 |
Interest expense | 0 | 0 |
Interest and other income | 0 | 0 |
Net loss | 0 | 0 |
Total assets | (13,255) | (12,782) |
Fixed assets, net | 0 | 0 |
Intangible assets, net | 0 | 0 |
Depreciation expense | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
iBio CDMO [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues - external customers | 0 | 37 |
Revenues - intersegment | 1,995 | 461 |
Research and development | 3,164 | 1,943 |
General and administrative | 9,461 | 7,460 |
Operating loss | (10,630) | (8,946) |
Interest expense | (1,900) | (1,915) |
Interest and other income | 12 | 6 |
Net loss | (12,518) | (10,855) |
Total assets | 6,399 | 18,879 |
Fixed assets, net | 24,378 | 25,147 |
Intangible assets, net | 0 | 0 |
Depreciation expense | 1,425 | 1,365 |
Amortization of intangible assets | 0 | 0 |
iBio, Inc [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues - external customers | 2,018 | 407 |
Revenues - intersegment | 1,465 | 1,329 |
Research and development | 4,344 | 2,470 |
General and administrative | 4,297 | 4,547 |
Operating loss | (5,158) | (5,281) |
Interest expense | 0 | 0 |
Interest and other income | 79 | 28 |
Net loss | (5,079) | (5,253) |
Total assets | 37,442 | 36,986 |
Fixed assets, net | 2 | 5 |
Intangible assets, net | 1,374 | 1,620 |
Depreciation expense | 2 | 3 |
Amortization of intangible assets | $ 322 | $ 341 |
Notices of Delisting or Failu_2
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | |
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | ||||
Share Price | $ 0.71 | $ 0.90 | $ 3.86 | |
Entity Listing, Description | On June 6, 2018, the Company received notification from the NYSE American that it was not in compliance with the continued listing standards as set forth in Section 1003(a)(iii) of the NYSE American's Company Guide that, which applies if a listed company has stockholders' equity of less than $6,000,000 and has sustained losses from continuing losses and/or net losses in its five most recent fiscal years. | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2,457 | $ 16,164 | $ 4,200 | $ 8,915 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Aug. 20, 2019 | Jul. 11, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Subsequent Events | |||||
Conversion of Stock, Shares Converted | 2,223 | 90 | |||
Series A Preferred Stock [Member] | |||||
Subsequent Events | |||||
Conversion of Stock, Shares Converted | 90 | 2,223 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||
Subsequent Events | |||||
Conversion of Stock, Shares Converted | 3,600 | 45 | |||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Events | |||||
Conversion of Stock, Shares Converted | 4,000,000 | 50,000 |