Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2021 | Jan. 26, 2022 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Entity File Number | 001-35023 | |
Entity Registrant Name | iBio, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2797813 | |
Entity Address, Address Line One | 8800 HSC Parkway | |
Entity Address, City or Town | Bryan | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77807 | |
City Area Code | 979 | |
Local Phone Number | 446-0027 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | IBIO | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001420720 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 218,082,265 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 39,205,000 | $ 77,404,000 |
Accounts receivable - trade | 111,000 | 426,000 |
Settlement receivable - current portion | 5,100,000 | 5,100,000 |
Investments in debt securities | 18,172,000 | 19,570,000 |
Inventory | 1,986,000 | 27,000 |
Prepaid expenses and other current assets | 2,922,000 | 2,070,000 |
Total Current Assets | 67,496,000 | 104,597,000 |
Restricted cash | 5,940,000 | 0 |
Convertible promissory note receivable and accrued interest | 1,594,000 | 1,556,000 |
Settlement receivable - noncurrent portion | 5,100,000 | 5,100,000 |
Finance lease right-of-use assets, net of accumulated amortization | 109,000 | 26,111,000 |
Operating lease right-of-use asset | 5,291,000 | 0 |
Fixed assets, net of accumulated depreciation | 32,881,000 | 8,628,000 |
Intangible assets, net of accumulated amortization | 5,041,000 | 952,000 |
Investments in equity security - at cost | 1,760,000 | 0 |
Prepaid expenses - noncurrent | 1,195,000 | 0 |
Security deposits | 41,000 | 24,000 |
Total Assets | 126,448,000 | 146,968,000 |
Current liabilities: | ||
Accounts payable | 2,739,000 | 2,254,000 |
Accrued expenses (related party of $0 and $701 as of December 31, 2021, and June 30, 2021, respectively) | 2,842,000 | 3,001,000 |
Acquisition Payable | 2,500,000 | 0 |
Finance lease obligations - current portion | 45,000 | 367,000 |
Operating lease obligation - current portion | 160,000 | 0 |
Note payable - PPP loan - current portion | 0 | 600,000 |
Contract liabilities (or deferred revenue) | 60,000 | 423,000 |
Total Current Liabilities | 8,346,000 | 6,645,000 |
Finance lease obligations - net of current portion | 51,000 | 31,755,000 |
Operating lease obligation - net of current portion | 5,400,000 | 0 |
Term note payable - net of deferred financing costs | 22,053,000 | 0 |
Total Liabilities | 35,850,000 | 38,400,000 |
iBio, Inc. Stockholders' Equity: | ||
Common stock - $0.001 par value; 275,000,000 shares authorized at December 31, 2021, and June 30, 2021; 218,060,597 and 217,873,094 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively | 218,000 | 217,000 |
Additional paid-in capital | 284,957,000 | 282,058,000 |
Accumulated other comprehensive loss | (91,000) | (63,000) |
Accumulated deficit | (194,486,000) | (173,627,000) |
Total iBio, Inc. Stockholders' Equity | 90,598,000 | 108,585,000 |
Noncontrolling interest | 0 | (17,000) |
Total Equity | 90,598,000 | 108,568,000 |
Total Liabilities and Equity | $ 126,448,000 | $ 146,968,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Condensed Consolidated Balance Sheets | ||
Accrued expenses, related parties | $ 0 | $ 701 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 275,000,000 | 275,000,000 |
Common Stock, Shares, Issued | 218,060,597 | 217,873,094 |
Common Stock, Shares, Outstanding | 218,060,597 | 217,873,094 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss | ||||
Revenues | $ 168 | $ 705 | $ 379 | $ 1,115 |
Cost of goods sold | 113 | 211 | 153 | 318 |
Gross profit | 55 | 494 | 226 | 797 |
Operating expenses: | ||||
Research and development | 3,331 | 2,374 | 5,842 | 4,236 |
General and administrative (related party of $61, $510, $250 and $903) | 8,362 | 5,665 | 14,996 | 11,030 |
Total operating expenses | 11,693 | 8,039 | 20,838 | 15,266 |
Operating loss | (11,638) | (7,545) | (20,612) | (14,469) |
Other income (expense): | ||||
Interest expense (related party of $202, $612, $810 and $1,226) | (328) | (615) | (937) | (1,229) |
Interest income | 35 | 27 | 71 | 31 |
Royalty income | 5 | 2 | 5 | 2 |
Forgiveness of note payable and accrued interest - SBA loan | 0 | 0 | 607 | 0 |
Other | 6 | 0 | 6 | 0 |
Total other income (expense) | (282) | (586) | (248) | (1,196) |
Consolidated net loss | (11,920) | (8,131) | (20,860) | (15,665) |
Net loss attributable to noncontrolling interest | 0 | 2 | 1 | 3 |
Net loss attributable to iBio, Inc. | (11,920) | (8,129) | (20,859) | (15,662) |
Preferred stock dividends | (22) | (65) | (88) | (131) |
Net loss attributable to iBio, Inc. stockholders | (11,942) | (8,194) | (20,947) | (15,793) |
Comprehensive loss: | ||||
Consolidated net loss | (11,920) | (8,131) | (20,860) | (15,665) |
Other comprehensive loss - unrealized loss on debt securities | (27) | (13) | (28) | (20) |
Comprehensive loss | $ (11,947) | $ (8,144) | $ (20,888) | $ (15,685) |
Loss per common share attributable to iBio, Inc. stockholders - basic | $ (0.05) | $ (0.04) | $ (0.10) | $ (0.09) |
Weighted-average common shares outstanding - basic and diluted | 217,990 | 188,087 | 217,933 | 175,264 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss | ||||
Operating expenses general and administrative, related party | $ 61 | $ 510 | $ 250 | $ 903 |
Interest expense, related party | $ 202 | $ 612 | $ 810 | $ 1,226 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Jun. 30, 2020 | $ 140 | $ 206,931 | $ (33) | $ (150,420) | $ (11) | $ 56,607 | |
Balance (in shares) at Jun. 30, 2020 | 6 | 140,071 | |||||
Capital raises | $ 11 | 32,111 | 32,122 | ||||
Capital raise (in shares) | 11,292 | ||||||
Costs to raise capital | (1,525) | (1,525) | |||||
Exercise of stock options | 28 | 28 | |||||
Exercise of stock options (in shares) | 30 | ||||||
Conversion of preferred stock to common stock | $ 29 | (29) | |||||
Conversion of preferred stock to common stock (in shares) | (6) | 28,925 | |||||
Share-based compensation | 351 | 351 | |||||
Unrealized loss on debt securities | (7) | (7) | |||||
Net loss | (7,533) | (1) | (7,534) | ||||
Balance at Sep. 30, 2020 | $ 180 | 237,867 | (40) | (157,953) | (12) | 80,042 | |
Balance (in shares) at Sep. 30, 2020 | 180,318 | ||||||
Balance at Jun. 30, 2020 | $ 140 | 206,931 | (33) | (150,420) | (11) | 56,607 | |
Balance (in shares) at Jun. 30, 2020 | 6 | 140,071 | |||||
Unrealized loss on debt securities | (20) | ||||||
Net loss | (15,665) | ||||||
Balance at Dec. 31, 2020 | $ 212 | 273,258 | (53) | (166,082) | (14) | 107,321 | |
Balance (in shares) at Dec. 31, 2020 | 211,769 | ||||||
Balance at Sep. 30, 2020 | $ 180 | 237,867 | (40) | (157,953) | (12) | 80,042 | |
Balance (in shares) at Sep. 30, 2020 | 180,318 | ||||||
Capital raises | $ 32 | 38,243 | 38,275 | ||||
Capital raise (in shares) | 31,451 | ||||||
Costs to raise capital | (3,117) | (3,117) | |||||
Share-based compensation | 265 | 265 | |||||
Unrealized loss on debt securities | (13) | (13) | |||||
Net loss | (8,129) | (2) | (8,131) | ||||
Balance at Dec. 31, 2020 | $ 212 | 273,258 | (53) | (166,082) | (14) | 107,321 | |
Balance (in shares) at Dec. 31, 2020 | 211,769 | ||||||
Balance at Jun. 30, 2021 | $ 217 | 282,058 | (63) | (173,627) | (17) | 108,568 | |
Balance (in shares) at Jun. 30, 2021 | 217,873 | ||||||
Exercise of stock options | 77 | 77 | |||||
Exercise of stock options (in shares) | 85 | ||||||
Share-based compensation | 821 | 821 | |||||
Unrealized loss on debt securities | (1) | (1) | |||||
Net loss | (8,939) | (1) | (8,940) | ||||
Balance at Sep. 30, 2021 | $ 217 | 282,956 | (64) | (182,566) | (18) | 100,525 | |
Balance (in shares) at Sep. 30, 2021 | 217,958 | ||||||
Balance at Jun. 30, 2021 | $ 217 | 282,058 | (63) | (173,627) | (17) | 108,568 | |
Balance (in shares) at Jun. 30, 2021 | 217,873 | ||||||
Unrealized loss on debt securities | (28) | ||||||
Net loss | (20,860) | ||||||
Balance at Dec. 31, 2021 | $ 218 | 284,957 | (91) | (194,486) | 90,598 | ||
Balance (in shares) at Dec. 31, 2021 | 218,061 | ||||||
Balance at Sep. 30, 2021 | $ 217 | 282,956 | (64) | (182,566) | (18) | 100,525 | |
Balance (in shares) at Sep. 30, 2021 | 217,958 | ||||||
Vesting of RSU's | $ 1 | (1) | |||||
Vesting of RSU's (in shares) | 103 | ||||||
Warrant issued for Transaction | 967 | 967 | |||||
Acquisition of remaining portion of iBio CDMO | (68) | $ 18 | (50) | ||||
Share-based compensation | 1,103 | 1,103 | |||||
Unrealized loss on debt securities | (27) | (27) | |||||
Net loss | (11,920) | (11,920) | |||||
Balance at Dec. 31, 2021 | $ 218 | $ 284,957 | $ (91) | $ (194,486) | $ 90,598 | ||
Balance (in shares) at Dec. 31, 2021 | 218,061 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (20,860,000) | $ (15,665,000) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ||
Share-based compensation | 1,924,000 | 616,000 |
Amortization of intangible assets | 211,000 | 145,000 |
Amortization of finance lease right-of-use assets | 563,000 | 830,000 |
Amortization of operating lease right-of-use assets | 246,000 | 0 |
Depreciation of fixed assets | 823,000 | 211,000 |
Accrued interest receivable on convertible promissory note receivable | (38,000) | (19,000) |
Amortization of premiums on debt securities | 195,000 | 50,000 |
Forgiveness of note payable and accrued interest - SBA loan | (607,000) | 0 |
Settlement of revenue contract | (84,000) | 0 |
Reserve for loss on contract | 0 | 497,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | 3,000 | (104,000) |
Accounts receivable - other | 0 | (52,000) |
Inventory | (1,959,000) | (273,000) |
Prepaid expenses and other current assets | (971,000) | (1,720,000) |
Prepaid expenses - noncurrent | (811,000) | 0 |
Security deposits | (17,000) | 0 |
Accounts payable | 872,000 | 491,000 |
Accrued expenses | 522,000 | 81,000 |
Operating lease obligations | (11,000) | 0 |
Contract liabilities | (34,000) | (577,000) |
Net cash used in operating activities | (20,033,000) | (15,489,000) |
Cash flows from investing activities: | ||
Purchases of debt securities | (4,336,000) | (16,466,000) |
Redemption of debt securities | 5,511,000 | 0 |
Purchase of equity security | (1,173,000) | 0 |
Additions to intangible assets | (2,867,000) | (177,000) |
Purchases of fixed assets | (3,256,000) | (1,413,000) |
Issuance of note receivable | 0 | (1,500,000) |
Net cash used in investing activities | (6,121,000) | (19,556,000) |
Cash flows from financing activities: | ||
Payment of finance lease obligation | (5,810,000) | (147,000) |
Proceeds from sales of preferred and common stock | 0 | 70,397,000 |
Proceeds from subscription receivable | 0 | 5,549,000 |
Proceeds from the exercise of stock options | 77,000 | 28,000 |
Proceeds from term note | 0 | 0 |
Cost to attain term note | (322,000) | 0 |
Acquisition of noncontrolling interest | (50,000) | 0 |
Costs to raise capital | 0 | (4,642,000) |
Net cash provided by (used in) financing activities | (6,105,000) | 71,185,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (32,259,000) | 36,140,000 |
Cash, cash equivalents - beginning | 77,404,000 | 55,112,000 |
Cash, cash equivalents and restricted cash - end | 45,145,000 | 91,252,000 |
Schedule of non-cash activities: | ||
Increase in ROU operating assets and liabilities for new leases | 5,570,000 | 0 |
Unpaid portion of RubrYc transaction | 2,500,000 | 0 |
Fixed assets included in accounts payable in prior period, paid in current period | 791,000 | |
Unrealized loss on available-for-sale debt securities | 28,000 | 20,000 |
Lease incentive for construction in progress | 82,000 | 0 |
Unpaid fixed assets included in accounts payable | 404,000 | 419,000 |
Termination of finance ROU assets including issuance of warrant | 25,386,000 | 0 |
Note payable to acquire Facility | 22,375,000 | 0 |
Issuance of warrant for final finance lease obligation payment | 217,000 | 0 |
Unpaid intangible assets included in accounts payable | 0 | 9,000 |
Acquisition of noncontrolling interest | 18,000 | 0 |
Settlement of revenue contract | 580,000 | 0 |
Conversion of preferred stock shares into common stock | 0 | 29,000 |
Supplemental cash flow information: | ||
Cash paid during the period for interest | $ 612,000 | $ 1,228,000 |
Nature of Business
Nature of Business | 6 Months Ended |
Dec. 31, 2021 | |
Nature of Business [Abstract] | |
Nature of Business | 1. Nature of Business iBio, Inc. (“we”, “us”, “our”, “iBio”, “iBio, Inc” or the “Company”) is a developer of next-generation biopharmaceuticals and the pioneer of the sustainable FastPharming ® FastPharming FastPharming FastPharming Glycaneering TM FastPharming Nicotiana benthamiana, FastPharming The Company operates in two segments: (i) Biopharmaceuticals: Bioprocessing: Biopharmaceuticals: iBio’s Biopharmaceutical segment currently focuses on developing products using the FastPharming System Therapeutics Anti-Fibrotics Fibrosis is a pathological disorder in which connective tissue replaces normal parenchymal tissue to the extent that it goes unchecked, leading to considerable tissue remodeling and the formation of permanent scar tissue. Fibrosis can occur in many tissues within the body, including the lungs (e.g., idiopathic pulmonary fibrosis (“IPF”) and skin (e.g., systemic scleroderma). Oncology iBio’s oncology efforts seek to identify therapeutics to aid in the treatment of cancer. Although there are a large number of cancer treatments available, significant unmet need exists in many types of cancer for improved treatments. Cancer remains the second most frequent cause of death worldwide. New research on cancers, especially on how to boost or support the immune system to treat cancer, is leading to a number of new treatments and new research programs with the potential to further improve cancer therapies. iBio’s Glycaneering Vaccines Human Health: SARS-CoV-2 Coronavirus disease 2019 is an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) (“COVID”). It was first identified in December 2019 in Wuhan, Hubei, China, and has resulted in an ongoing pandemic. Common symptoms include fever, cough, fatigue, shortness of breath or breathing difficulties, and loss of smell and taste. Some people develop acute respiratory distress syndrome (ARDS), possibly precipitated by cytokine dysregulation, multi-organ failure, septic shock, and blood clots. Animal Health: Classical Swine Fever Classical swine fever (“CSF”) is a contagious, often fatal disease affecting both feral and domesticated pigs. Outbreaks in Europe, Asia, Africa, and South America have not only adversely impacted animal health and food security but have also had severe socioeconomic impacts on both the pig industry worldwide and small-scale pig farming. Currently available vaccines can be efficient at triggering rapid animal immune response and protecting swine populations when combined with culling of infected pigs, but do not allow the differentiation of infected from vaccinated animals (“DIVA”), nor are they approved for use in the United States. The development of DIVA-compatible and efficacious vaccination solutions remains a top priority to prevent the economic impacts of a CSF outbreak including supply disruptions, export restrictions and reduced food security. iBio’s current portfolio of products consists of the following: Bioprocessing: Services iBio’s contract development and manufacturing services use iBio’s FastPharming Glycaneering Research & Bioprocess Products iBio is developing proteins for use in cutting-edge research and cGMP manufacturing where the demand for high-quality products continues to evolve. The Company offers recombinant proteins for third parties on a catalog and custom basis. These catalog products often can lead to opportunities to provide CDMO services or identify in-licensing opportunities for our proprietary biotech pipeline. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 2. Basis of Presentation Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company and include all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Rule 8-03 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, filed with the SEC on September 28, 2021, from which the accompanying condensed consolidated balance sheet dated June 30, 2021, was derived. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Subsequent to November 1, 2021, all subsidiaries were wholly owned. See Note 5 below. All intercompany balances and transactions have been eliminated as part of the consolidation. Liquidity In the past, 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 was uncertainty – to obtain additional financing to fund its operations after the current cash resources are exhausted raised substantial doubt about the Company's ability to continue as a going concern. Based on management projections and on the total cash and cash equivalents plus investments in debt securities of approximately $57.4 million excluding restricted cash of $5.9 million as of December 31, 2021, management believes the Company has adequate cash to support the Company’s activities through at least September 30, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 3 of the Notes to Financial Statements in the Annual Report. Use of Estimates The preparation of financial statements in conformity with 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 liquidity assertions, the discount rate utilized in lease accounting models, 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. We provide for allowances for uncollectible receivables based on our estimate of uncollectible amounts considering age, collection history, and other factors considered appropriate. Our policy is to write off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. At December 31, 2021, and June 30, 2021, the Company determined that an allowance for doubtful accounts was not needed. Revenue Recognition The Company accounts for its revenue recognition under Accounting Standards Codification ("ASC") 606, “ Revenue from Contracts with Customers 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 falls 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. If a loss on a contract is anticipated, such loss is recognized in its entirety when the loss becomes evident. When the current estimates of the amount of consideration that is expected to be received in exchange for transferring promised goods or services to the customer indicates a loss will be incurred, a provision for the entire loss on the contract is made. At December 31, 2021, and June 30, 2021, the Company had no contract loss provisions. 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. Revenue can be recognized either 1) over time or 2) at a point in time. All revenue was recognized at a point in time for all periods presented. 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. 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 for which the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both December 31, 2021, and June 30, 2021, 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. At December 31, 2021 and June 30, 2021, contract liabilities w ere $60,000 and $423,000 r Leases The Company accounts for leases under the guidance of Accounting Standards Codification ("ASC") 842, "Leases" ("ASC 842"). The standard established a right-of-use (“ROU”) model requiring a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classified as either an operating or finance lease. The adoption of ASC 842 had a significant effect on the Company’s balance sheet, resulting in an increase in non-current assets and both current and non-current liabilities. As the Company elected to adopt ASC 842 at the beginning of the period of adoption (July 1, 2019), the Company recorded the ROU and finance lease obligation as follows: 1. ROU measured at the carrying amount of the leased assets under Topic 840. 2. Finance lease liability measured at the carrying amount of the capital lease obligation under Topic 840 at the beginning of the period of adoption. The Company elected the package of practical expedients as permitted under the transition guidance, which allowed it: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and (3) not to reassess the treatment of initial direct costs for existing leases. In accordance with ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration and to account for the lease and non-lease components as a single lease component. The lease liabilities and the corresponding ROU assets are recorded based on the present value of lease payments over the expected remaining lease term. The implicit rate within our existing finance (capital) lease was determinable and, therefore, used at the adoption date of ASC 842 to determine the present value of lease payments under the finance lease. The implicit rate within our operating lease was not determinable and, therefore, the Company used the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company will determine the incremental borrowing rate for each new lease using our estimated borrowing rate. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered unless it is reasonably certain we will not exercise the option. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 2021 and June 30, 2021 consisted of money market accounts. The following table summarizes the components of total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows (in thousands): December 31, June 30, 2021 2021 Cash and equivalents $ 39,205 $ 77,404 Collateral held for letter of credit - term note payable 5,742 — Collateral held for letter of credit - San Diego lease 198 — Total cash, cash equivalents and restricted cash $ 45,145 $ 77,404 Investments in Debt Securities Debt investments are classified as available-for-sale. Changes in fair value are recorded in other comprehensive income (loss). Fair value is calculated based on publicly available market information. Discounts and/or premiums paid when the debt securities are acquired are amortized to interest income over the terms of the debt securities. Investment in Equity Security The Company applies the cost method for its investment in equity security. Under the cost method, the investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. Inventory Inventory is stated at the lower of cost or net realizable value on the first-in, first-out basis. Inventory consists of the following (table in thousands): December 31, June 30, 2021 2021 Raw materials $ 1,955 $ — Work in process 31 27 $ 1,986 $ 27 Research and Development The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board (“FASB”) ASC 730-10, Research and Development 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 Intangible Assets The Company accounts for intangible assets at either their historical cost or allocated purchase price at asset acquisition 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 six months ended December 31, 2021, and 2020. 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 or service 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, the vesting schedule and forfeitures. 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, par value $0.001 per share (the “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. In addition, the Company estimates forfeitures at each reporting period, rather than electing to record the impact of such forfeitures as they occur. See Note 17 - Share-Based Compensation for additional information. Concentrations of Credit Risk Cash The Company maintains principally all cash balances in two financial institutions which, at times, may exceed the insured amounts. The exposure to the Company is solely dependent upon daily balances and the strength of the financial institutions. The Company has not incurred any losses on these accounts. At December 31, 2021, and June 30, 2021, amounts in excess of insured limits were approximately $14,697,000 and $27,013,000, respectively. Revenue During the three months ended December 31, 2021, the Company generated 100% of its revenue from four customers with two customers accounting for approximately 74% and 17% of revenue. During the three months ended December 31, 2020, the Company generated 100% of revenue from four customers with two customers accounting for approximately 64% and 27% of revenue. During the six months ended December 31, 2021, the Company generated 100% of its revenue from six customers with four customers accounting for approximately 33%, 23%, 22% and 14% of revenue. During the six months ended December 31, 2020, the Company generated 100% of its revenue from four customers accounting for approximately 40%, 24%, 19% and 17% of revenue. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Effective July 1, 2019, the Company adopted ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes 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 condensed 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 condensed consolidated financial statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 6 Months Ended |
Dec. 31, 2021 | |
Financial Instruments and Fair Value Measurement [Abstract] | |
Financial Instruments and Fair Value Measurement | 4. Financial Instruments and Fair Value Measurement The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and term note payable in the Company’s condensed consolidated balance sheets approximated their fair values as of December 31, 2021, and June 30, 2021 due to their short-term nature. The carrying value of the convertible promissory note receivable and finance lease obligation approximated fair value as of December 31, 2021, and June 30, 2021 as the interest rates related to the financial instruments approximated market value. The Company accounts for its investments in debt securities at fair value. The following provides a description of the three levels of inputs that may be used to measure fair value under the standard, the types of investments that fall under each category, and the valuation methodologies used to measure these investments at fair value. • Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments in active markets. • Level 2 – Inputs to the valuation include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. All debt securities were valued using Level 2 inputs. • Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Significant Transactions
Significant Transactions | 6 Months Ended |
Dec. 31, 2021 | |
Significant Transactions [Abstract] | |
Significant Transactions | 5. Significant Transactions Affiliates of Eastern Capital Limited On November 1, 2021, the Company and its subsidiary, iBio CDMO LLC (“iBio CDMO”, and collectively with the Company, the “Purchaser”) entered into a series of agreements (the “Transaction”) with College Station Investors LLC (“College Station”), and Bryan Capital Investors LLC (“Bryan Capital” and, collectively with College Station, “Seller”), each affiliates of Eastern Capital Limited ("Eastern," a former significant stockholder of the Company) described in more detail below whereby in exchange for a certain cash payment and a warrant the Company: (i) acquired both the 130,000 square-foot cGMP manufacturing facility in Bryan, Texas located at 8800 HSC Parkway, Bryan, Texas 77807 (the “Facility”) where iBio CDMO at that time and currently conducts business and also the rights as the tenant in the Facility’s ground lease; (ii) acquired all of the equity owned by one of the affiliates of Eastern in the Company and iBio CDMO; and (iii) otherwise terminated all agreements between the Company and the affiliates of Eastern. The Facility is a life sciences building located on land owned by the Board of Regents of the Texas A&M University System (“Texas A&M”) and is designed and equipped for the manufacture of plant-made biopharmaceuticals. iBio CDMO had held a sublease for the Facility through 2050, subject to extension until 2060 (the “Sublease”). The Purchase and Sale Agreement On November 1, 2021, the Purchaser entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with the Seller pursuant to which: (i) the Seller sold to Purchaser all of its rights, title and interest as the tenant in the Ground Lease Agreement (the “Ground Lease Agreement”) that it entered into with Texas A&M (the “Landlord’’) related to the property at which the Facility is located together with all improvements pertaining thereto (the “Property”), which previously had been the subject of the Sublease; (ii) the Seller sold to Purchaser all of its rights, title and interest to any tangible personal property owned by Seller and located on the Property including the Facility; (iii) the Seller sold to Purchaser all of its rights, title and interest to all licensed, permits and authorization for use of the Property; and (iv) College Station and iBio CDMO terminated the Sublease. The total purchase price for the Property, the termination of the Sublease and other agreements among the parties, and the equity described below is $28,750,000, which was paid $28,000,000 in cash and by the issuance to Seller of warrants (the “Warrant”) described below. As part of the transaction, iBio CDMO became the tenant under the Ground Lease Agreement for the Property until 2060 upon exercise of available extensions. The base rent payable under the Ground Lease Agreement, which was $151,450 for the prior year, is 6.5% of the Fair Market Value (as defined in the Ground Lease Agreement) of the Property. The Ground Lease Agreement includes various covenants, indemnities, defaults, termination rights, and other provisions customary for lease transactions of this nature. The Equity Purchase Agreement The Company also entered into an Equity Purchase Agreement with Bryan Capital on November 1, 2021 (the “Equity Purchase Agreement”) pursuant to which the Company acquired for $50,000 cash, plus the Warrant, the one (1) share of iBio CMO Preferred Tracking Stock and the 0.01% interest in iBio CDMO owned by Bryan Capital. iBio CDMO is now a wholly owned subsidiary of the Company. The Credit Agreement In connection with the Purchase and Sale Agreement, iBio CDMO entered into a Credit Agreement, dated November 1, 2021, with Woodforest National Bank (Woodforest") (the “Credit Agreement”) pursuant to which Woodforest provided iBio CDMO a $22,375,000 secured term loan (the “Term Loan”) to purchase the Facility, which Term Loan is evidenced by a Term Note (the “Term Note”). The Term Loan was advanced in full on the closing date. The Term Loan bears interest at a rate of 3.25%, with higher interest rates upon an event of default, which interest is payable monthly beginning November 5, 2021. Principal on the Term Loan is payable on November 1, 2023, subject to early termination upon events of default. The Term Loan provides that it may be prepaid by iBio CDMO at any time and provides for mandatory prepayment upon certain circumstances. The Credit Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, nonpayment of principal or interest, failure to perform or observe covenants, breaches of representations and warranties, cross-defaults with certain other indebtedness, certain bankruptcy-related events or proceedings, final monetary judgments or orders and certain change of control events. The covenants include a prohibition on the incurrence of Debt (as defined in the Credit Agreement) except permitted Debt (as defined in the Credit Agreement) and Liens (as defined in the Credit Agreement) and termination of the Ground Lease Agreement. In addition, the Company must maintain unrestricted cash of no less than $10,000,000. The Company opened an irrevocable letter of credit in the amount of approximately $5,469,000 in favor of Woodforest. The letter of credit expires on October 29, 2022, and renews annually as required. The proceeds of the Term Loan were used (a) to fund a portion of the purchase price under the Purchase Agreement, and (b) to pay closing costs in connection with the Credit Agreement. The term loan is secured by (a) a leasehold deed of trust on the Facility, (b) a letter of credit issued by JPMorgan Chase Bank, and (c) a first lien on all assets of iBio CDMO including the Facility. At December 31, 2021, the Term Loan of $22,375,000 is presented net of the Company’s approximate $322,000 of costs incurred to attain the debt. Interest expense incurred under the Credit Agreement for both the three and six months ended December 31, 2021, amounted to $123,000. Security and Pledge Agreements, Guaranties and Deed of Trust iBio CDMO also entered into a Security Agreement on November 1, 2021 with Woodforest (the “Security Agreement”) providing Woodforest a security interest in the following assets of iBio CDMO (subject to certain exclusions): all personal and fixture property of every kind and nature, including, without limitation, all goods (including, but not limited to, all equipment and any accessions thereto), all inventory, instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), money, commercial tort claims, securities and all other investment property, supporting obligations, contracts, contract rights, other rights to the payment of money, insurance claims and proceeds, software, fixtures, vehicles and rolling stock (whether or not subject to a certificate of title statute), leasehold improvements, general intangibles (including all payment intangibles), and all of iBio CDMO’s company and other business books, reports, memoranda, customer lists, credit files, data compilations, and computer software, in any form, including, without limitation, whether on tape, disk, card, strip, cartridge, or any other form, pertaining to any and all of the foregoing property, and all products and proceeds of the foregoing. The Company also entered into a Guaranty for the benefit of Woodforest (the “Guaranty”) pursuant to which it guaranteed all of the obligations of iBio CDMO to Woodforest. In addition, iBio CDMO entered into a Leasehold Deed of Trust, Assignment of Rents, Security Agreement and UCC Financing Statement for Fixture Filing (the “Deed of Trust”) with the trustee named therein and Woodforest as beneficiary, securing all of iBio CDMO’s obligations to Woodforest by a senior priority security interest in the Property. The Company and iBio CDMO also entered into an Environmental Indemnity Agreement in favor of Woodforest (the “Environmental Indemnity Agreement”). The Warrant As part of the consideration for the purchase and sale of the rights set forth above, the Company issued to Bryan Capital a Warrant to purchase 1,289,581 shares of the Common Stock at an exercise price of $1.33 per share. The Warrant expires October 10, 2026, is exercisable immediately, provides for a cashless exercise at any time and automatic cashless exercise on the expiration date if on such date the exercise price of the Warrant exceeds its fair market value as determined in accordance with the terms of the Warrant and adjustments in the case of stock dividends and stock splits. Of the shares issued under the Warrant, 289,581, which are valued at $217,255, reflect the final payment of rent due under the Sublease. The Warrant, as shown on the condensed consolidated statements of equity, was recorded in additional paid in capital with the corresponding activity included in the basis of the purchase price allocation of the property acquired. See Note 15 – Stockholder’s Equity for additional information. RubrYc On August 23, 2021, the Company entered into a series of agreements with RubrYc Therapeutics, Inc. (“RubrYc”) described in more detail below: Collaboration and License Agreement The Company entered into a collaboration and licensing agreement (the “RTX-003 License Agreement”) with RubrYc to further develop RubrYc’s immune-oncology antibodies in its RTX-003 campaign. Under the terms of the agreement, the Company is solely responsible for worldwide research and development activities for development of the RTX-003 antibodies for use in pharmaceutical products in all fields . iBio Development Milestones are set forth below. · Successful 1 st · 1 st Under the terms of the RTX-003 License Agreement, RubrYc is eligible to receive from the Company up to an aggregate of $15 million in clinical development and regulatory milestone payments for RTX-003 upon achievement of the following four clinical milestones: · 5 th · 5 th · 4 th · First commercial sale (payable in cash or our stock, at our discretion). RubrYc will also be entitled to receive royalties in the mid-single digits on net sales of RTX-003 antibodies, subject to adjustment under certain circumstances. Royalties are payable on a country-by-country basis until the latest to occur of: (i) the last-to-expire of specified patent rights in such country; (ii) expiration of marketing or regulatory exclusivity in such country; or (iii) ten If either the Company or RubrYc materially breaches the RTX-003 License Agreement and does not cure such breach within 60 days (or 30 days in the event of non-payment), the non-breaching party may terminate the RTX-003 License Agreement in its entirety. Either party may also terminate the RTX-003 License Agreement, effective immediately upon written notice, if the other party files for bankruptcy, is dissolved or has a receiver appointed for substantially all of its property. RubrYc may terminate the RTX-003 License Agreement if the Company or its sublicensees challenges the validity or enforceability of any of RubrYc’s Licensed Patents subject to certain exceptions. The Company may terminate the RTX-003 License Agreement in its entirety for any or no reason upon ninety by a set time defined in the RTX-003 License Agreement, the Company may terminate the RTX-003 License Agreement upon written notice to RubrYc within thirty Collaboration, Option and License Agreement The Company entered into an agreement with RubrYc to collaborate for up to five years to discover and develop novel antibody therapeutics using RubrYc’s artificial intelligence discovery platform. Antibody targets for the collaboration may be agreed upon pursuant to written collaboration plans approved by a joint steering committee comprised of two representatives of each party. In addition, RubrYc has granted the Company an exclusive option to obtain a worldwide sublicensable commercial license with respect to each of the lead product candidates resulting from such collaboration programs (the “Selected Compounds”). The Company has agreed to pay RubrYc for each Selected Compound as it achieves various milestones in addition to royalties if the Selected Compounds are commercialized. Under the terms and conditions of the Collaboration Agreement, in the event the option is exercised by the Company, it has various diligence obligations including that it will use commercially reasonable efforts to (i) develop Selected Compounds for use in pharmaceutical products (the “Collaboration Products”); and (ii) commercialize the Collaboration Products. The Company is also required to meet a series of development milestones for each Collaboration Product. Failure to achieve the milestones will result in a payment to RubrYc on the date the milestone is missed and on each anniversary of such date until the milestone is achieved, provided that the milestone was missed due to its failure to exercise commercially reasonable efforts. iBio Development Milestones are set forth below. · Successful 1 st · Initiate IND enabling studies for such Collaboration Product · 1 st Under the terms of the Collaboration Agreement, RubrYc is eligible to receive from us up to an aggregate of $15 million in clinical development and regulatory milestone payments for each Collaboration Product that achieves the following: ● 5 th patient dosed in a Phase I clinical study; ● 5 th patient dosed in a Phase II clinical study; ● 4 th patient dosed in a Phase III clinical study (payable in cash or our stock, at our discretion) and ● First commercial sale (payable in cash or our stock, at our discretion). RubrYc will also be entitled to receive tiered royalties ranging from low- to mid-single digits on net sales of Collaboration Products, subject to adjustment under certain circumstances. Royalties are payable on a country-by-country and collaboration product-by-collaboration product basis until the latest to occur of: (i) the last-to-expire of specified patent rights in such country; (ii) expiration of marketing or regulatory exclusivity in such country; or (iii) ten If either the Company or RubrYc materially breaches the Collaboration Agreement and does not cure such breach within 60 days (or 30 days in the event of non-payment), the non-breaching party may terminate the Agreement in its entirety. Either party may also terminate the Collaboration Agreement, effective immediately upon written notice, if the other party files for bankruptcy, is dissolved or has a receiver appointed for substantially all of its property. RubrYc may terminate the Collaboration Agreement if the Company, its affiliates or its sublicensees challenges the validity or enforceability of any of RubrYc’s patents covering any of the licensed compounds or products. The Company may terminate the Collaboration Agreement in its entirety, or with respect to a program, collaboration or Selected Compound for any or no reason upon ninety In addition, if RubrYc is unable to complete a financing with proceeds of a certain agreed upon amount by a set time defined in the Collaboration Agreement, the Company may terminate the Collaboration Agreement upon written notice to RubrYc within thirty In November 2021, the Company announced that the first new target is being optimized using RubrYc’s artificial intelligence discovery platform. Stock Purchase Agreement In connection with the entry into the Collaboration Agreement and RTX-003 License Agreement, the Company also entered into a Stock Purchase Agreement (“Stock Purchase Agreement”) with RubrYc whereby the Company purchased 1,909,563 shares of RubrYc’s Series A-2 preferred stock “Series A-2 Preferred”) for $5,000,000 and agreed to acquire an additional 954,782 shares of RubrYc’s Series A-2 Preferred for $2,500,000 in the event certain conditions set forth in the Stock Purchase Agreement are satisfied as of December 1, 2021 and April 2, 2022. In connection with the Stock Purchase Agreement, the Company entered into the RubrYc Therapeutics, Inc. Second Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), RubrYc Therapeutics, Inc. Second Amended and Restated Voting Agreement (the “Voting Agreement”) and the RubrYc Therapeutics, Inc. Second Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Right of First Refusal and Co-Sale Agreement”). The rights, preferences and privileges of the RubrYc Series A-2 Preferred Stock (“Series A-2 Preferred”) are set forth in the Third Amended and Restated Certificate of Incorporation of RubrYc Therapeutics, Inc. (the “Amended RubrYc COI”), and include a preferential eight percent (8%) dividend, senior rights on liquidation, the right to elect a Series A-2 Preferred director for as long as the Company holds at least 1,500,000 shares of RubrYc stock, the right to vote on an as-converted basis, certain anti-dilution and other protective provisions, the right to convert the Series A-2 Preferred into shares of RubrYc common stock at the Company’s option, and mandatory conversion of the Series A-2 Preferred into shares of RubrYc common stock upon (a) the closing of a firm-commitment underwritten public offering to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, for shares of RubrYc common stock at a per share price of at least five (5) times the Series A-2 Original Issue Price (as defined in the Amended RubrYc COI) and resulting in at least $30,000,000 of gross proceeds to RubrYc or (b) such other date, time or event, specified by vote or written consent of the majority of the aggregate voting power, on an as-converted basis, of the RubrYc Series A preferred stock (“Series A Preferred” and together with the Series A-2 Preferred, the “Senior Preferred Stock”) and Series A-2 Preferred. The Right of First Refusal and Co-Sale Agreement gives RubrYc the right of first refusal on stock sales by key holders, generally defined as founders, and a second right of first refusal and a co-sale right to specified other investors, including certain holders of Senior Preferred Stock and the Company. The Investors’ Rights Agreement provides the holders of Senior Preferred Stock with, among things: (i) demand registration rights, under specified circumstances; (ii) piggyback registration rights in the event of a company registered offering; (iii) lock-up and market-standoff obligations following a registered underwritten public offering; (iv) preemptive rights on company offered securities; and (v) additional protective covenants that require the approval at least two of the three directors elected by the holders of the Senior Preferred Stock. Pursuant to the Voting Agreement, certain RubrYc stockholders are contractually obligated to, among other things, vote for and maintain the authorized number of directors at five members, one of which the Company has the contractual right to elect subject to the conditions set forth above. Mr. Thomas Isett ("Isett"), our Chief Executive Officer and Chairperson, was appointed to the board of directors of RubrYc for which he receives no additional compensation from RubrYc. The Company accounted for the agreements as an asset purchase and allocated the consideration to the various assets acquired. Total consideration was calculated to be $7,500,000 as the Company determined that it was more likely than not that the defined conditions described above would be met and that the Company would acquire the second tranche of the Series A-2 Preferred. As of December 31, 2021, one of the defined conditions for the purchase of additional $2,500,000 was met; however, the second milestone which must be met by April 2, 2022, had not yet been met, but the Company continues to believe that it is more likely than not that it will be. The Company allocated the purchase price of $7,500,000 as follows: Preferred stock $ 1,760,000 Intangible assets 4,300,000 Prepaid expenses 1,440,000 $ 7,500,000 At September 30, 2021, the Company recorded a liability of $2,500,000 for the acquisition of the second tranche of Series A-2 Preferred. As of December 31, 2021, the liability has not been paid. |
Convertible Promissory Note Rec
Convertible Promissory Note Receivable | 6 Months Ended |
Dec. 31, 2021 | |
Convertible Promissory Note Receivable [Abstract] | |
Convertible Promissory Note Receivable | 6. Convertible Promissory Note Receivable On October 1, 2020, the Company entered into a master services agreement with Safi Biosolutions, Inc. (“Safi”). In addition, the Company invested $1.5 million in Safi in the form of a convertible promissory note (the "Note"). The Note bears interest at the rate of 5% per annum and is convertible into shares of Safi’s common stock (as defined). Principal and accrued interest mature on October 1, 2023. For the three and six months ended December 31, 2021, interest income amounted to $19,000 and $38,000, respectively. As of December 31, 2021, and June 30, 2021, the Note balance and accrued interest totaled $1,594,000 and $1,556,000, respectively. |
Investments in Debt and Equity
Investments in Debt and Equity Securities | 6 Months Ended |
Dec. 31, 2021 | |
Investments in Debt and Equity Securities [Abstract] | |
Investments in Debt and Equity Securities | 7. Investments in Debt and Equity Securities Debt Securities Investments in debt securities consist of AA and A rated corporate bonds bearing interest at rates from 0.22% to 3.5% with maturities from January 2022 November 2023 December 31, June 30, 2021 2021 Adjusted cost $ 18,230 $ 19,603 Gross unrealized losses (58) (33) Fair value $ 18,172 $ 19,570 The fair value of available-for-sale debt securities, by contractual maturity, as of September 30, 2021, was as follows (in thousands): December 31, June 30 2021 2021 2022 $ 10,765 $ 11,430 2023 7,407 8,140 $ 18,172 $ 19,570 Amortization of premiums paid on the debt securities amounted to $93,000 and $195,000 for the three and six months ended December 31, 2021, respectively. Equity Security – at cost As discussed above, the Company acquired Series A-2 Preferred shares of RubrYc valued at $1,760,000. The Company classified the investment as noncurrent as it is management's intent not to sell the investment in the near term. |
Finance Lease ROU Assets
Finance Lease ROU Assets | 6 Months Ended |
Dec. 31, 2021 | |
Finance Lease ROU [Abstract] | |
Finance Lease ROU Assets | 8. Finance Lease ROU Assets As discussed above, the Company adopted ASC 842 effective July 1, 2019, using the modified retrospective approach for all leases entered into before the effective date. From January 13, 2016, until November 1, 2021, iBio CDMO leased its facility (the “Facility”) in Bryan, Texas as well as certain equipment from College Station under a sublease (the "Sublease"). The Sublease was terminated on November 1, 2021, when iBio CDMO acquired the Facility and became the tenant under the ground lease for the property upon which the Facility is located. The economic substance of the Sublease was that the Company is financing the acquisition of the Facility and equipment. As the Sublease involved real estate and equipment, the Company separated the equipment component and accounted for the Facility and equipment as if each were leased separately. In addition, the Company also leases a mobile office trailer. See Note 13 – Finance Lease Obligation for more details of the terms of the leases. The following table summarizes by category the gross carrying value and accumulated amortization of finance lease ROU (in thousands): December 31, June 30, 2021 2021 ROU - Facility $ — $ 25,907 ROU - Equipment 146 7,728 146 33,635 Accumulated amortization (37) (7,524) Net finance lease ROU $ 109 $ 26,111 Amortization of finance lease ROU assets was approximately $147,000 and $415,000 for the three months ended December 31, 2021, and 2020. Amortization of finance lease ROU assets was approximately $563,000 and $830,000 for the six months ended December 31, 2021, and 2020, respectively. |
Operating Lease ROU Assets
Operating Lease ROU Assets | 6 Months Ended |
Dec. 31, 2021 | |
Operating Lease ROU Assets [Abstract] | |
Operating Lease ROU Assets | 9. Operating Lease ROU Assets On September 10, 2021, the Company entered into a lease for approximately 11,383 square feet of space in San Diego, California. Based on the terms of the lease payments, the Company recorded an operating lease right-of-use asset of $3,603,000. On November 1, 2021, as discussed above, iBio CDMO acquired the Facility and became the tenant under the ground lease for the property upon which the Facility is located. Based on the terms of the lease payments, the Company recorded an operating lease right-of-use asset of $1,967,000. See Note 14 - Operating Lease Obligation for additional information. The following table summarizes by category the net carrying values of operating lease ROU (in thousands): December 31, June 30, 2021 2021 ROU - San Diego lease $ 3,334 $ — ROU - Texas Facility ground lease 1,957 — Net operating lease ROU $ 5,291 $ — |
Fixed Assets
Fixed Assets | 6 Months Ended |
Dec. 31, 2021 | |
Fixed Assets [Abstract] | |
Fixed Assets | 10. Fixed Assets The following table summarizes by category the gross carrying value and accumulated depreciation of fixed assets (in thousands): December 31, June 30, 2021 2021 Facility and improvements $ 20,298 $ 1,517 Machinery and equipment 7,642 4,255 Office equipment and software 2,429 714 Construction in progress 4,560 3,367 34,929 9,853 Accumulated depreciation (2,048) (1,225) Net fixed assets $ 32,881 $ 8,628 As discussed above, on November 1, 2021, iBio CDMO acquired the Facility and medical equipment. Depreciation expense was approximately $517,000 and $114,000 for the three months ended December 31, 2021, and 2020, respectively. Depreciation expense was approximately $823,000 and $211,000 for the six months ended December 31, 2021, and 2020, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
Intangible Assets | 11. 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 TM LicKM TM FastPharming (R) On August 23, 2021, the Company entered into a series of agreements with RubrYc described in more detail above (see Note 5 – Significant Transactions) whereby in exchange for a $7.5 million investment in RubrYc, the Company acquired a worldwide exclusive license to certain antibodies that RubrYc develops under what it calls its RTX-003 campaign, which are promising immuno-oncology antibodies that bind to the CD25 protein without interfering with the IL-2 signaling pathway thereby potentially depleting T regulatory (T reg) cells while enhancing T effector (T eff) cells and encouraging the immune system to attack cancer cells. In addition, the Company also received preferred shares and an option for future collaboration licenses. In January 2014, the Company entered into a license agreement with the University of Pittsburgh 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 impairments during the six months ended December 31, 2021, and 2020. The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands): December 31, June 30, 2021 2021 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents and licenses – gross carrying value 7,021 2,720 10,121 5,820 Intellectual property – accumulated amortization (2,789) (2,711) Patents and licenses – accumulated amortization (2,291) (2,157) (5,080) (4,868) Net intangible assets $ 5,041 $ 952 Amortization expense was approximately $123,000 and $73,000 for the three months ended December 31, 2021, and 2020, respectively. Amortization expense was approximately $211,000 and $145,000 for the six months ended December 31, 2021, and 2020, respectively. |
Notes Payable - PPP Loan
Notes Payable - PPP Loan | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable - PPP Loan | 12. Note Payable – PPP Loan On April 16, 2020, the Company received $600,000 related to its filing under the Paycheck Protection Program (“PPP”) and Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The Company elected to treat the Small Business Administration (“SBA”) Loan as debt under ASC 470, “Debt”. On July 21, 2021, iBio was granted forgiveness in repaying the loan. In accordance with ASC 405-20-40, “ Liabilities - Extinguishments of Liabilities – Derecognition |
Finance Lease Obligation
Finance Lease Obligation | 6 Months Ended |
Dec. 31, 2021 | |
Finance Lease Obligation [Abstract] | |
Finance Lease Obligation | 13. Finance Lease Obligation Sublease As discussed above, until November 1, 2021, iBio CDMO leased the Facility as well as certain equipment from College Station under the Sublease. The Sublease was terminated on November 1, 2021, when iBio CDMO acquired the Facility and became the tenant under the ground lease for the property upon which the Facility is located. See Note 14 for additional information related to the ground lease. Prior terms of the Sublease which determined the accounting through October 31, 2021, included: ● The 34-year term of the Sublease was to expire in 2050 but could have been extended by iBio CDMO for a ten-year period, so long as iBio CDMO was not in default under the Sublease. Under the Sublease, iBio CDMO was 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 was 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 was 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 would have increased by any increase in the base rent under the ground lease as a result of such adjustments. iBio CDMO was responsible for all costs and expenses in connection with the ownership, management, operation, replacement, maintenance and repair of the property under the Sublease. The Company incurred rent expense of $15,000 and $44,000 for the three months ended December 31, 2021, and 2020, respectively, and $64,000 and $86,000 for the six months ended December 31, 2021 and 2020, respectively. ● In addition to the base rent, iBio CDMO was 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 were less than $5,000,000, or for any calendar year period from and after January 1, 2020, its applicable gross sales were less than $10,000,000, then iBio CDMO was required to pay the amount that would have been payable if it had achieved such minimum gross sales and would pay no less than the applicable percentage for the minimum gross sales for each subsequent calendar year. As the Company accounts for leases under ASC 842, the minimum percentage rent was included in the finance lease obligation through the acquisition on November 1, 2021. Accrued expenses at December 31, 2021, and June 30, 2021 due College Station amounted to $0 and $847,000, respectively. General and administrative expenses related to Second Eastern Affiliate, including rent related to the increases in CPI and real estate taxes, were approximately $61,000 and $177,000 for the three months ended December 31, 2021, and 2020, respectively, and approximately $250,000 and $362,000 for the six months ended December 31, 2021 and 2020, respectively. Interest expense related to the College Station was approximately $202,000 and $612,000 for the three months ended December 31, 2021, and 2020, respectively, and approximately $810,000 and $1,226,000 for the six months ended December 31, 2021 and 2020, respectively. Mobile Office Trailer Commencing April 1, 2021, the Company is leasing a mobile office trailer at a monthly rental of $3,819 through March 1, 2024. The following tables present the components of lease expense and supplemental balance sheet information related to the finance lease obligation (in thousands). Three Months Ended Three Months Ended December 31, December 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 147 $ 415 Interest on lease liabilities 206 612 CPI lease cost 15 44 Total lease cost $ 368 $ 1,071 Other information: Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from finance lease - CPI rent $ 15 $ 44 Financing cash flows from finance lease obligations $ 5,722 $ 74 Six Months Ended Six Months Ended December 31, December 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 563 $ 830 Interest on lease liabilities 815 1,226 CPI lease cost 64 86 Total lease cost $ 1,442 $ 2,142 Other information: Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from finance lease - CPI rent $ 64 $ 86 Financing cash flows from finance lease obligations $ 5,810 $ 147 December 31, June 30, 2021 2021 Finance lease right-of-use assets $ 109 $ 26,111 Finance lease obligation - current portion $ 45 $ 367 Finance lease obligation - noncurrent portion $ 51 $ 31,755 Weighted average remaining lease term - finance lease 2.25 years 28.58 years Weighted average discount rate - finance lease obligation 6.25 % 7.606 % Future minimum payments under the finance lease obligation are due as follows (in thousands): Fiscal period ending on December 31: Principal Interest Total 2022 $ 45 $ 5 $ 50 2023 40 2 42 2024 11 — 11 Total minimum lease payments 96 $ 7 $ 103 Less: current portion (45) Long-term portion of minimum lease obligations $ 51 |
Operating Lease Obligation
Operating Lease Obligation | 6 Months Ended |
Dec. 31, 2021 | |
Operating Lease, Liability [Abstract] | |
Operating Lease Obligation | 14. Operating Lease Obligation Texas Ground Lease As discussed above, as part of the Transaction, iBio CDMO became the tenant under the Ground Lease Agreement for the Property until 2060 upon exercise of available extensions. The base rent payable under the Ground Lease Agreement, which was $151,450 for the prior year, is 6.5% of the Fair Market Value (as defined in the Ground Lease Agreement) of the Property. The Ground Lease Agreement includes various covenants, indemnities, defaults, termination rights, and other provisions customary for lease transactions of this nature. San Diego On September 10, 2021, the Company entered into a lease for approximately 11,383 square feet of space in San Diego, California. Terms of the lease include the following: ● The length of term of the lease is 88 months from the lease commencement date (as defined). ● The lease commencement date was estimated to be on or around January 1, 2022. ● The monthly rent for the first year of the lease is $51,223 and increases approximately 3% per year. ● The lease provides for a base rent abatement for months two through five in the first year of the lease. ● The landlord is providing a tenant improvement allowance of $81,860 to be used for improvements as specified in the lease. ● The Company is responsible for other expenses such as electric, janitorial, etc. ● The Company opened an irrevocable letter of credit in the amount of $188,844 in favor of the landlord. The letter of credit expires on October 8, 2022 and renews annually as required. As discussed above, the lease provides for scheduled increases in base rent and scheduled rent abatements. Rent expense is charged to operations using the straight-line method over the term of the lease which results in rent expense being charged to operations at inception of the lease in excess of required lease payments. This excess (formerly classified as deferred rent) is shown as a reduction of the operating lease right-of-use asset in the accompanying balance sheet. As the Company has already started making improvements to the facility, the rent expense will be recognized. The following tables present the components of lease expense and supplemental balance sheet information related to the operating lease obligation (in thousands). Three Months Ended December 31, 2021 Operating lease cost: $ 177 Total lease cost $ 177 Other information: Cash paid for amounts included in the measurement lease liability: Operating cash flows from operating lease $ 177 Operating cash flows from operating lease obligation $ 10 Six Months Ended December 31, 2021 Operating lease cost: $ 212 Total lease cost $ 212 Other information: Cash paid for amounts included in the measurement lease liability: Operating cash flows from operating lease $ 212 Operating cash flows from operating lease obligation $ 10 Future minimum payments under the operating lease obligation are due as follows (in thousands): Fiscal period ending on December 31: Principal Imputed Interest Total 2022 $ 160 $ 401 $ 561 2023 407 378 785 2024 456 347 803 2025 511 312 823 2026 570 148 718 Thereafter 3,456 3,391 6,847 Total minimum lease payments 5,560 $ 4,977 $ 10,537 Less: current portion (160) Long-term portion of minimum lease obligation $ 5,400 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity [Member] | |
Stockholders' Equity | 15. 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 Bryan Capital pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by Bryan Capital and issued one share of a newly created Preferred Tracking Stock, in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by Bryan Capital at an original issue price of $13 million. After giving effect to the transaction, the Company owned 99.99% and Bryan Capital owned 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. The Preferred Tracking Stock accrued dividends at the rate of 2% per annum on the original issue price. Accrued dividends were cumulative and were 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. No dividends were declared through October 31, 2021. On November 1, 2021, iBio purchased the iBio CMO Preferred Tracking Stock held by Bryan Capital. No iBio CMO Preferred Tracking Stock remains outstanding. As a result, the iBio CDMO subsidiary and its intellectual property are now wholly owned by iBio. Accrued dividends totaled approximately $0 and $1,131,000 at December 31, 2021, and June 30, 2021, respectively. Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred"), Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred”) and Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred”) On June 20, 2018, the Board of Directors of the Company created the Series A Preferred and Series B Preferred Stock and designated 6,300 shares as Series A Preferred Stock. On June 26, 2018, the Company issued 6,300 shares of Series A Preferred and 5,785 shares of Series B Preferred Stock as part of a public offering. All of the issued shares of Series A Preferred were converted into an aggregate of 8,357,997 shares of the Common Stock and all of the issued Series B Preferred were converted into an aggregate of 28,935,000 shares of the Common Stock. On October 28, 2019, the Board of Directors of the Company created the Series C Preferred. On October 29, 2019, the Company issued 4,510 shares of Series C Preferred as part of a public offering. All of the shares of Series C Preferred were converted into an aggregate of 22,550,000 shares of the Common Stock. No shares of Series A Preferred, Series B Series C Common Stock The number of authorized shares of Common Stock is 275 million. In addition, on December 9, 2020, the stockholders of the Company approved the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan”) and as of the filing date of this Report, the Company had reserved 32 million shares of Common Stock for issuance pursuant to the grant of new awards under the 2020 Plan. Recent issuances of Common Stock include the following: Vesting of Restricted Stock Units “RSUs” In December 2021, RSUs for 103,003 shares of Common Stock were vested. Exercise of Stock Options In late September 2021, options for 84,500 shares of Common Stock were exercised. Cantor Fitzgerald Underwriting On November 25, 2020, the Company entered into a Controlled Equity Offering SM On December 8, 2020, the Company entered into the Underwriting Agreement with Cantor Fitzgerald, pursuant to which the Company (i) agreed to issue and sell in an underwritten public offering (the “Offering”) 29,661,017 shares of Common Stock to Cantor Fitzgerald and (ii) granted Cantor Fitzgerald an option for 30 days to purchase up to an additional 4,449,152 shares of Common Stock that may be sold upon the exercise of such option by Cantor Fitzgerald. On December 10, 2020, this offering closed and the Company issued approximately 29.66 million shares of Common Stock for gross proceeds totaling approximately $35.2 million. The Company incurred costs of approximately $2.9 million. On January 11, 2021, the Company issued an additional 4,240,828 shares of Common Stock to Cantor Fitzgerald to satisfy the underwriter’s option exercise. The Company received net proceeds of approximately $4.6 million. On February 24, 2021, Cantor Fitzgerald sold as sales agent pursuant to the Sales Agreement 113,200 shares of Common Stock. The Company received net proceeds of approximately $238,000. On May 7, 2021, Cantor Fitzgerald sold as sales agent pursuant to the Sales Agreement 1,716,800 shares of Common Stock. The Company received net proceeds of approximately $2.995 million. Warrants The Company issued 25,000,000 Series A Warrants and 25,000,000 Series B Warrants as part of its October 29, 2019, public offering. The Series A Warrants were exercisable at $0.22 per share, had a term of two years and were set to expire on October 29, 2021. The Series B Warrants were exercisable at $0.22 per share, had a term of seven years and were set to expire on October 29, 2026. On February 20, 2020, the Company entered into a warrant amendment and exchange agreement (the “Warrant Exchange Agreement”) with certain holders (the “Warrant Holders”) of the Company’s Series A Warrants (the “Original Series A Warrants”) and Series B Warrants (the “Original Series B Warrants”). From the date of the October, public offering through June 30, 2020, the Company issued 29.1 million shares of Common Stock for the exercise of various Warrants and received proceeds of $6.4 million. In addition, the Company issued 5.9 million shares of Common Stock for the cashless exercise of Warrants in which the “assumed proceeds” totaling $1.3 million were used to reduce the Company’s balances owed for the notes described above. Costs related to the exchange under the Warrant Exchange agreement totaled approximately $313,000 and were offset against additional paid-in capital. As of December 31, 2020, there were no Original Series A Warrants or Original Series B The Warrant As discussed above, the Company issued to Bryan Capital a Warrant to purchase 1,289,581 shares of the Common Stock of the Company at an exercise price of $1.33 per share. The Warrant expires October 10, 2026, is exercisable immediately, provides for a cashless exercise at any time and automatic cashless exercise on the expiration date if on such date the exercise price of the Warrant exceeds its fair market value as determined in accordance with the terms of the Warrant and adjustments in the case of stock dividends and stock splits. The Company estimated the fair value of the Warrant using the Black-Scholes model with the following assumptions: Weighted average risk-free interest rate 0.23 % Dividend yield 0 % Volatility 136.9 % Expected term (in years) 4.95 |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Common Share [Abstract] | |
Earnings (Loss) Per Common Share | 16. 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 (loss) 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): Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Basic and diluted numerator: Net loss attributable to iBio, Inc. $ (11,920) $ (8,129) $ (20,859) $ (15,662) Preferred stock dividends – iBio CMO Preferred Tracking Stock (22) (65) (88) (131) Net loss available to iBio, Inc. stockholders $ (11,942) $ (8,194) $ (20,947) $ (15,793) Basic and diluted denominator: Weighted-average common shares outstanding 217,990 188,087 217,933 175,264 Per share amount $ (0.05) $ (0.04) $ (0.10) $ (0.09) In Fiscal 2021 and Fiscal 2020, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of December 31, 2021, and 2020, shares issuable which could potentially dilute future earnings were as follows: December 31, 2021 2020 (in thousands) Stock options 14,943 4,251 Restricted stock units 768 349 Warrant issued under the Transaction 1,290 — Shares excluded from the calculation of diluted loss per share 17,001 4,600 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation [Member] | |
Share-Based Compensation | 17. Share-Based Compensation The following table summarizes the components of share-based compensation expense in the condensed consolidated statements of operations (in thousands): Three Months Ended December 31, 2021 2020 Research and development $ 164 $ 47 General and administrative 939 218 Total $ 1,103 $ 265 Six Months Ended December 31, 2021 2020 Research and development $ 275 $ 94 General and administrative 1,649 522 Total $ 1,924 $ 616 Stock Options 2008 Omnibus Equity Incentive Plan (the “2008 Plan”) On August 12, 2008, the Company adopted the 2008 Plan for employees, officers, directors and external service providers. The 2008 Plan provided that the Company could grant options to purchase stock and/or make awards of restricted stock. Stock options granted under the 2008 Plan could either be 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 ten 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. On March 5, 2020, at the Company's 2019 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2018 Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 3.5 million shares to 6.5 million shares and to incorporate changes to include restricted stock units and performance-based awards as grant types issuable under the 2018 Plan. The total number of shares of Common Stock reserved under the 2018 Plan is 6.5 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 was determined by the Board of Directors and stated in the award agreements. In general, vesting occurred ratably on the anniversary of the grant date over the service period, generally three iBio, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) On December 9, 2020, the Company's stockholders approved the 2020 Plan as a successor to the 2018 Plan. The total number of shares of Common Stock reserved under the 2020 Plan is 32 million shares of Common Stock for issuance pursuant to the grant of new awards under the 2020 Plan. The 2020 Plan allows for the award of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. The value of all awards awarded under the 2020 Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year may not exceed $500,000; provided, however, that such amount shall be $750,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the Board of Directors and $1,500,000 for any non-executive chair of our Board of Directors should one be appointed. Notwithstanding the foregoing, the independent members of the Board of Directors may make exceptions to such limits in extraordinary circumstances. The term of the 2020 Plan will expire on the tenth anniversary of the date the Plan is approved by the stockholders. Stock options issued under the plans during the three months ended September 30, 2021, were as follows ● On July 12, 2021, the Company granted a stock option agreement to an employee to purchase 25,000 shares of Common Stock at an exercise price of $1.35 per share. The option vests over a period of three years and expire on the tenth anniversary of the grant date. ● On July 19, 2021, the Company granted a stock option agreement to an employee to purchase 25,000 shares of Common Stock at an exercise price of $1.41 per share. The option vests over a period of three years and expire on the tenth anniversary of the grant date. ● On August 23, 2021, the Company granted a stock option agreement to a new member of its Board of Directors to purchase 100,000 shares of Common Stock at an exercise price of $1.26 per share. The option vests over a period of three years and expire on the tenth anniversary of the grant date . ● On August 23, 2021, the Company granted stock option agreements to various employees to purchase 3,937,191 shares of Common Stock at an exercise price of $1.26 per share. The options vest over a period of three years and expire on the tenth anniversary of the grant date. ● On September 13, 2021, the Company granted a stock option agreement to an employee to purchase 50,000 shares of Common Stock at an exercise price of $1.16 per share. The option vests over a period of three years and expire on the tenth anniversary of the grant date. ● On September 23, 2021, the Board of Directors approved an option grant award to Mr. Isett to purchase two million ( 2,000,000 ) shares of Common Stock with an exercise price of $1.17 , which vest in equal monthly installments over a 36-month period following the grant date . ● On September 30, 2021, the Company granted a stock option agreement to an employee to purchase 100,000 shares of Common Stock at an exercise price of $1.06 per share. The option vests over a period of three years and expire on the tenth anniversary of the grant date. Stock options issued under the 2020 Plan during the three months ended December 31, 2021, were as follows: ● On November 29, 2021, the Company granted a stock option agreement to a consultant to purchase 100,000 shares of Common Stock at an exercise price of $0.85 per share. The option vests over a period of eight months commencing in April 2022 and expire on the tenth anniversary of the grant date. ● On December 9, 2021, the Company granted stock option agreements to various directors to purchase an aggregate of 872,000 shares of Common Stock at an exercise price of $0.69 per share. The options vest over a period of one year commencing in January 2022 and expire on the tenth anniversary of the grant date. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: Weighted average risk-free interest rate 0.80% - 1.31 % Dividend yield 0 % Volatility 119.16 - 119.9 % Expected term (in years) 6 Restricted Stock Units “RSUs” On August 23, 2021, the Company issued RSUs to acquire 105,723 shares of Common Stock for various employees at a market value of $1.26 per share. The RSUs vest over a four-year period. The grant-date fair value of the RSUs totaled approximately $133,000. |
Fraunhofer Settlement
Fraunhofer Settlement | 6 Months Ended |
Dec. 31, 2021 | |
Fraunhofer Settlement [Abstract] | |
Fraunhofer Settlement | 18. Fraunhofer Settlement On May 4, 2021, iBio, Inc. (the “Company”) and Fraunhofer USA, Inc. (“FhUSA”) entered into a Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”) to settle all claims and counterclaims in the litigation captioned iBio, Inc. v. Fraunhofer USA, Inc. (Case No. 10256-VCF) in Delaware Chancery Court (the “Lawsuit”). The Settlement Agreement, among other things, resolves the Company’s claims to ownership of certain plant-based technology developed by FhUSA from 2003 through 2014, and sets forth the terms of a license of intellectual property. The Lawsuit was commenced against FhUSA by the Company in March 2015 in the Court of Chancery of the State of Delaware and is described in more detail in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020. The Settlement Agreement is not an admission of liability or fault of the parties. The terms of the Settlement Agreement provide for cash payments to the Company of $28,000,000 as follows: (i) $16,000,000 to be paid no later than May 14, 2021 (which is expected to be paid 100% to cover legal fees and expenses); (ii) two two As of June 30, 2021, the Company held receivables related to the settlement in the amount of $10,200,000. This amount was recorded in the consolidated statement of operations and comprehensive loss as settlement income in Fiscal 2021. The Company will recognize the $1.8 million of license revenue when it determines the collection of the license fees are reasonably assured in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transaction KBI Consulting On April 1, 2020, the Company entered into a consulting agreement with KBI Consulting for business support services provided by Mr. Isett's wife. Per the consulting agreement the business support services are billed at $5,800 per month. The Company terminated its agreement with KBI consulting effective March 31, 2021, at which time Mr. Isett’s wife became an employee of the Company. Consulting expenses totaled approximately $18,000 for the three months ended December 31, 2020, and approximately $35,000 for the six months ended December 31, 2020. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 20. Income Taxes The Company recorded no income tax expense for the three and six months ended December 31, 2021, because the estimated annual effective tax rate was zero. As of December 31, 2021, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. |
Contingencies
Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Contingencies | 21. Contingencies COVID-19 As a result of the pandemic, the Company has at times experienced reduced capacity to provide CDMO services as a result of instituting social distancing at work requirements in our Texas facility, restricting access to essential workers, as well as taking other precautions. The Company also experienced a full three-day operational shutdown in April 2020 for extensive facility cleaning following the discovery that an employee had contracted COVID-19, and successfully resumed operations on a reduced capacity basis. The Company has ascertained that certain risks associated with further COVID-19 developments may adversely impact its operations and liquidity, and its business and share price may also be affected by the COVID-19 pandemic. However, the Company does not anticipate any significant threat to its operations at this point in time. Due to the general unknown nature surrounding the crisis, the Company cannot reasonably estimate the potential for any future impacts on its operations or liquidity. The outbreak and spread of COVID-19 and continued progress in various countries around the world, including the United States, has led authorities around the globe to take various extraordinary measures to stem the spread of the disease, such as emergency travel and transportation restrictions, school closures, quarantines and social distancing measures. The outbreak of COVID-19 has had an adverse effect on global markets and may continue to affect the economy in the United States and globally, especially if new strains of SARS-CoV-2 emerge. |
Employee 401(K) Plan
Employee 401(K) Plan | 6 Months Ended |
Dec. 31, 2021 | |
Employee 401(K) Plan [Abstract] | |
Employee 401(K) Plan | 22. 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. For the three months ended December 31, 2021, and 2020, employer contributions made to the Plan totaled approximately $65,000 and $29,000, respectively, and $131,000 and $61,000 for the six months ended December 31, 2021 and 2020, respectively. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 23. Segment Reporting In accordance with FASB ASC 280, Segment Reporting . Biopharmaceuticals Bioprocessing Three Months Ended December 31, 2021 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ — $ 168 $ — $ 168 Revenues - intersegment 94 430 (524) — Cost of goods sold — 113 — 113 Gross profit 94 485 (524) 55 Research and development 2,213 1,549 (431) 3,331 General and administrative 4,832 3,623 (93) 8,362 Operating loss (6,950) (4,688) — (11,638) Interest expense — (328) — (328) Interest and other income 41 5 — 46 Consolidated net loss (6,909) (5,011) — (11,920) Total assets 172,004 37,633 (83,189) 126,448 Finance lease ROU assets — 109 — 109 Operating lease ROU assets 3,334 1,957 — 5,291 Fixed assets, net 600 32,281 — 32,881 Intangible assets, net 5,041 — — 5,041 Amortization of ROU assets — 147 — 147 Depreciation expense — 517 — 517 Amortization of intangible assets 123 — — 123 Biopharmaceuticals Bioprocessing Three Months Ended December 31, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 190 $ 515 $ — $ 705 Revenues - intersegment 238 288 (526) — Cost of goods sold 215 (4) — 211 Gross profit 213 807 (526) 494 Research and development 373 2,302 (301) 2,374 General and administrative 2,971 2,919 (225) 5,665 Operating loss (3,131) (4,414) — (7,545) Interest expense — (615) — (615) Interest and other income 29 — — 29 Consolidated net loss (3,102) (5,029) — (8,131) Total assets 163,991 33,789 (52,374) 145,406 Finance lease ROU assets — 26,786 — 26,786 Fixed assets, net — 5,010 — 5,010 Intangible assets, net 1,185 — — 1,185 Amortization of ROU assets — 415 — 415 Depreciation expense — 114 — 114 Amortization of intangible assets 73 — — 73 Biopharmaceuticals Bioprocessing Six Months Ended December 31, 2021 (in thousands) (iBio, Inc.) (iBio CDMO) Eliminations Total Revenues - external customers $ 84 $ 295 $ — $ 379 Revenues - intersegment 176 885 (1,061) — Cost of goods sold — 153 — 153 Gross profit 260 1,027 (1,061) 226 Research and development 3,734 3,016 (908) 5,842 General and administrative 8,316 6,833 (153) 14,996 Operating loss (11,789) (8,823) — (20,612) Interest expense — (937) — (937) Forgiveness of note payable and accrued interest — 607 — 607 Interest and other income 77 5 — 82 Consolidated net loss (11,712) (9,148) — (20,860) Total assets 172,004 37,633 (83,189) 126,448 Finance lease ROU assets — 109 — 109 Operating lease ROU assets 3,334 1,957 — 5,291 Fixed assets, net 600 32,281 — 32,881 Intangible assets, net 5,041 — — 5,041 Amortization of ROU assets — 563 — 563 Depreciation expense — 823 — 823 Amortization of intangible assets 211 — — 211 Biopharmaceuticals Bioprocessing Six Months Ended December 31, 2020 (in thousands) (iBio, Inc.) (iBio CDMO) Eliminations Total Revenues - external customers $ 397 $ 718 $ — $ 1,115 Revenues - intersegment 476 498 (974) — Cost of goods sold 269 49 — 318 Gross profit 604 1,167 (974) 797 Research and development 608 4,147 (519) 4,236 General and administrative 5,643 5,842 (455) 11,030 Operating loss (5,647) (8,822) — (14,469) Interest expense — (1,229) — (1,229) Interest and other income 32 1 — 33 Consolidated net loss (5,615) (10,050) — (15,665) Total assets 163,991 33,789 (52,374) 145,406 Finance lease ROU assets — 26,786 — 26,786 Fixed assets, net — 5,010 — 5,010 Intangible assets, net 1,185 — — 1,185 Amortization of ROU assets — 830 — 830 Depreciation expense — 211 — 211 Amortization of intangible assets 145 — — 145 |
Disclosure of Correction of Imm
Disclosure of Correction of Immaterial Error | 6 Months Ended |
Dec. 31, 2021 | |
Disclosure of Correction of Immaterial Error [Abstract] | |
Disclosure of Correction of Immaterial Error | 24. Disclosure of Correction of Immaterial Error The Company reclassified certain expenses on its Condensed Consolidated Statement of Operations effective for the first quarter of Fiscal 2021. These changes in classification align the Company’s external presentation of operating-related expenses with the way that the Company's chief operating decision maker (CODM) expects to assess spend and resource allocation decisions around the Company’s operations as well as provide users of the financial statements with more information including separately stating cost of goods sold and classifying costs on the Statement of Operations according to their primary function (e.g. Research and development). The Company has reclassified these expenses for the prior period presented to provide comparable historical financial information. The Company intends to use this new presentation of operating-related expenses going forward. The Company assessed the materiality of this error in accordance with SAB No. 99 Materiality Accounting Changes and Error Corrections The reclassifications did not have any impact to consolidated operating income (loss), net income (loss), cash flows or earnings per share. The following tables illustrate the reclassifications and financial impact on the various line items impacted on the Condensed Consolidated Statement of Operations and Segment Reporting, as follows: Statement of Operations Reclassifications Three Months Ended (In thousands) December 31, 2020 Operating expense: As Reported Adjustment As Revised % Change Cost of goods sold $ — 211 $ 211 100 % Research and Development 2,444 (70) 2,374 (3) % General and administrative 5,806 (141) 5,665 (2) % Total operating expenses $ 8,250 $ 8,250 Six Months Ended (In thousands) December 31, 2020 Operating expense: As Reported Adjustment As Revised % Change Cost of goods sold $ — 318 $ 318 100 % Research and Development 4,206 30 4,236 1 % General and administrative 11,378 (348) 11,030 (3) % $ 15,584 $ 15,584 Segment Reporting Reclassification As Reported: Three Months Ended December 31, 2020 iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ — $ — $ — $ — Research and Development 525 2,220 (301) 2,444 General and administrative 2,981 3,050 (225) 5,806 As Revised: Three Months Ended December 31, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ 215 $ (4) $ — $ 211 Research and Development 373 2,302 (301) 2,374 General and administrative 2,971 2,919 (225) 5,665 As Reported: Six Months Ended December 31, 2020 iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ — $ — $ — $ — Research and Development 867 3,858 (519) 4,206 General and administrative 5,653 6,180 (455) 11,378 As Revised: Six Months Ended December 31, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ 269 $ 49 $ — $ 318 Research and Development 608 4,147 (519) 4,236 General and administrative 5,643 5,842 (455) 11,030 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events Issuances of stock options On January 16, 2022, the Company granted stock option agreements to two consultants to purchase a total of 30,000 shares of Common Stock at an exercise price of $0.52 per share. The option vests over a period of one year and expires on the tenth Fraunhofer License Agreement On February 9, 2022, the Company received the first $900,000 payment under the license agreement with FhUSA. The Company has determined that the collection of the license fees is reasonably assured and, in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 liquidity assertions, the discount rate utilized in lease accounting models, 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. We provide for allowances for uncollectible receivables based on our estimate of uncollectible amounts considering age, collection history, and other factors considered appropriate. Our policy is to write off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. At December 31, 2021, and June 30, 2021, the Company determined that an allowance for doubtful accounts was not needed. |
Revenue Recognition | Revenue Recognition The Company accounts for its revenue recognition under Accounting Standards Codification ("ASC") 606, “ Revenue from Contracts with Customers 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 falls 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. If a loss on a contract is anticipated, such loss is recognized in its entirety when the loss becomes evident. When the current estimates of the amount of consideration that is expected to be received in exchange for transferring promised goods or services to the customer indicates a loss will be incurred, a provision for the entire loss on the contract is made. At December 31, 2021, and June 30, 2021, the Company had no contract loss provisions. 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. Revenue can be recognized either 1) over time or 2) at a point in time. All revenue was recognized at a point in time for all periods presented. 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. |
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 for which the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both December 31, 2021, and June 30, 2021, 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. At December 31, 2021 and June 30, 2021, contract liabilities w ere $60,000 and $423,000 r |
Leases | Leases The Company accounts for leases under the guidance of Accounting Standards Codification ("ASC") 842, "Leases" ("ASC 842"). The standard established a right-of-use (“ROU”) model requiring a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classified as either an operating or finance lease. The adoption of ASC 842 had a significant effect on the Company’s balance sheet, resulting in an increase in non-current assets and both current and non-current liabilities. As the Company elected to adopt ASC 842 at the beginning of the period of adoption (July 1, 2019), the Company recorded the ROU and finance lease obligation as follows: 1. ROU measured at the carrying amount of the leased assets under Topic 840. 2. Finance lease liability measured at the carrying amount of the capital lease obligation under Topic 840 at the beginning of the period of adoption. The Company elected the package of practical expedients as permitted under the transition guidance, which allowed it: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and (3) not to reassess the treatment of initial direct costs for existing leases. In accordance with ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration and to account for the lease and non-lease components as a single lease component. The lease liabilities and the corresponding ROU assets are recorded based on the present value of lease payments over the expected remaining lease term. The implicit rate within our existing finance (capital) lease was determinable and, therefore, used at the adoption date of ASC 842 to determine the present value of lease payments under the finance lease. The implicit rate within our operating lease was not determinable and, therefore, the Company used the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company will determine the incremental borrowing rate for each new lease using our estimated borrowing rate. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered unless it is reasonably certain we will not exercise the option. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 2021 and June 30, 2021 consisted of money market accounts. The following table summarizes the components of total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows (in thousands): December 31, June 30, 2021 2021 Cash and equivalents $ 39,205 $ 77,404 Collateral held for letter of credit - term note payable 5,742 — Collateral held for letter of credit - San Diego lease 198 — Total cash, cash equivalents and restricted cash $ 45,145 $ 77,404 |
Investments in Debt Securities | Investments in Debt Securities Debt investments are classified as available-for-sale. Changes in fair value are recorded in other comprehensive income (loss). Fair value is calculated based on publicly available market information. Discounts and/or premiums paid when the debt securities are acquired are amortized to interest income over the terms of the debt securities. Investment in Equity Security The Company applies the cost method for its investment in equity security. Under the cost method, the investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value on the first-in, first-out basis. Inventory consists of the following (table in thousands): December 31, June 30, 2021 2021 Raw materials $ 1,955 $ — Work in process 31 27 $ 1,986 $ 27 |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board (“FASB”) ASC 730-10, Research and Development |
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 |
Intangible Assets | Intangible Assets The Company accounts for intangible assets at either their historical cost or allocated purchase price at asset acquisition 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 six months ended December 31, 2021, and 2020. |
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 or service 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, the vesting schedule and forfeitures. 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, par value $0.001 per share (the “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. In addition, the Company estimates forfeitures at each reporting period, rather than electing to record the impact of such forfeitures as they occur. See Note 17 - Share-Based Compensation for additional information. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash The Company maintains principally all cash balances in two financial institutions which, at times, may exceed the insured amounts. The exposure to the Company is solely dependent upon daily balances and the strength of the financial institutions. The Company has not incurred any losses on these accounts. At December 31, 2021, and June 30, 2021, amounts in excess of insured limits were approximately $14,697,000 and $27,013,000, respectively. Revenue During the three months ended December 31, 2021, the Company generated 100% of its revenue from four customers with two customers accounting for approximately 74% and 17% of revenue. During the three months ended December 31, 2020, the Company generated 100% of revenue from four customers with two customers accounting for approximately 64% and 27% of revenue. During the six months ended December 31, 2021, the Company generated 100% of its revenue from six customers with four customers accounting for approximately 33%, 23%, 22% and 14% of revenue. During the six months ended December 31, 2020, the Company generated 100% of its revenue from four customers accounting for approximately 40%, 24%, 19% and 17% of revenue. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Effective July 1, 2019, the Company adopted ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes 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 condensed 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 condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of of total cash, cash equivalents and restricted cash | The following table summarizes the components of total cash, cash equivalents and restricted cash in the condensed consolidated statement of cash flows (in thousands): December 31, June 30, 2021 2021 Cash and equivalents $ 39,205 $ 77,404 Collateral held for letter of credit - term note payable 5,742 — Collateral held for letter of credit - San Diego lease 198 — Total cash, cash equivalents and restricted cash $ 45,145 $ 77,404 |
Schedule of inventory | Inventory is stated at the lower of cost or net realizable value on the first-in, first-out basis. Inventory consists of the following (table in thousands): December 31, June 30, 2021 2021 Raw materials $ 1,955 $ — Work in process 31 27 $ 1,986 $ 27 |
Significant Transactions (Table
Significant Transactions (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Significant Transactions [Abstract] | |
Summary of Purchase Price Allocation of Asset Acquisition | The Company allocated the purchase price of $7,500,000 as follows: Preferred stock $ 1,760,000 Intangible assets 4,300,000 Prepaid expenses 1,440,000 $ 7,500,000 |
Investments in Debt and Equit_2
Investments in Debt and Equity Securities (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Investments in Debt and Equity Securities [Abstract] | |
Schedule of components of investments in debt securities | Debt Securities Investments in debt securities consist of AA and A rated corporate bonds bearing interest at rates from 0.22% to 3.5% with maturities from January 2022 November 2023 December 31, June 30, 2021 2021 Adjusted cost $ 18,230 $ 19,603 Gross unrealized losses (58) (33) Fair value $ 18,172 $ 19,570 |
Schedule of fair value of available-for-sale debt securities, by contractual maturity | The fair value of available-for-sale debt securities, by contractual maturity, as of September 30, 2021, was as follows (in thousands): December 31, June 30 2021 2021 2022 $ 10,765 $ 11,430 2023 7,407 8,140 $ 18,172 $ 19,570 |
Finance Lease ROU (Tables)
Finance Lease ROU (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Finance Lease ROU [Abstract] | |
Summary of the gross carrying value and accumulated amortization of finance lease ROU | The following table summarizes by category the gross carrying value and accumulated amortization of finance lease ROU (in thousands): December 31, June 30, 2021 2021 ROU - Facility $ — $ 25,907 ROU - Equipment 146 7,728 146 33,635 Accumulated amortization (37) (7,524) Net finance lease ROU $ 109 $ 26,111 |
Operating Lease ROU Assets (Tab
Operating Lease ROU Assets (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Operating Lease ROU Assets [Abstract] | |
Schedule of category the net carrying values of operating lease ROU | The following table summarizes by category the net carrying values of operating lease ROU (in thousands): December 31, June 30, 2021 2021 ROU - San Diego lease $ 3,334 $ — ROU - Texas Facility ground lease 1,957 — Net operating lease ROU $ 5,291 $ — |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Fixed Assets [Abstract] | |
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): December 31, June 30, 2021 2021 Facility and improvements $ 20,298 $ 1,517 Machinery and equipment 7,642 4,255 Office equipment and software 2,429 714 Construction in progress 4,560 3,367 34,929 9,853 Accumulated depreciation (2,048) (1,225) Net fixed assets $ 32,881 $ 8,628 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
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): December 31, June 30, 2021 2021 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents and licenses – gross carrying value 7,021 2,720 10,121 5,820 Intellectual property – accumulated amortization (2,789) (2,711) Patents and licenses – accumulated amortization (2,291) (2,157) (5,080) (4,868) Net intangible assets $ 5,041 $ 952 |
Finance Lease Obligation (Table
Finance Lease Obligation (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Finance Lease Obligation [Abstract] | |
Schedule of components of lease expense and supplemental balance sheet information related to the finance lease obligation | The following tables present the components of lease expense and supplemental balance sheet information related to the finance lease obligation (in thousands). Three Months Ended Three Months Ended December 31, December 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 147 $ 415 Interest on lease liabilities 206 612 CPI lease cost 15 44 Total lease cost $ 368 $ 1,071 Other information: Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from finance lease - CPI rent $ 15 $ 44 Financing cash flows from finance lease obligations $ 5,722 $ 74 Six Months Ended Six Months Ended December 31, December 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 563 $ 830 Interest on lease liabilities 815 1,226 CPI lease cost 64 86 Total lease cost $ 1,442 $ 2,142 Other information: Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from finance lease - CPI rent $ 64 $ 86 Financing cash flows from finance lease obligations $ 5,810 $ 147 |
Schedule of finance lease and weighted average information | December 31, June 30, 2021 2021 Finance lease right-of-use assets $ 109 $ 26,111 Finance lease obligation - current portion $ 45 $ 367 Finance lease obligation - noncurrent portion $ 51 $ 31,755 Weighted average remaining lease term - finance lease 2.25 years 28.58 years Weighted average discount rate - finance lease obligation 6.25 % 7.606 % |
Future Minimum Payments Under the Finance Lease Obligation | Future minimum payments under the finance lease obligation are due as follows (in thousands): Fiscal period ending on December 31: Principal Interest Total 2022 $ 45 $ 5 $ 50 2023 40 2 42 2024 11 — 11 Total minimum lease payments 96 $ 7 $ 103 Less: current portion (45) Long-term portion of minimum lease obligations $ 51 |
Operating Lease Obligation (Tab
Operating Lease Obligation (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Operating Lease, Liability [Abstract] | |
Lease Expense and Supplemental Balance Sheet Information Related to the Operating Lease Obligation | The following tables present the components of lease expense and supplemental balance sheet information related to the operating lease obligation (in thousands). Three Months Ended December 31, 2021 Operating lease cost: $ 177 Total lease cost $ 177 Other information: Cash paid for amounts included in the measurement lease liability: Operating cash flows from operating lease $ 177 Operating cash flows from operating lease obligation $ 10 Six Months Ended December 31, 2021 Operating lease cost: $ 212 Total lease cost $ 212 Other information: Cash paid for amounts included in the measurement lease liability: Operating cash flows from operating lease $ 212 Operating cash flows from operating lease obligation $ 10 |
Future Minimum Payments under the Operating Lease Obligation | Future minimum payments under the operating lease obligation are due as follows (in thousands): Fiscal period ending on December 31: Principal Imputed Interest Total 2022 $ 160 $ 401 $ 561 2023 407 378 785 2024 456 347 803 2025 511 312 823 2026 570 148 718 Thereafter 3,456 3,391 6,847 Total minimum lease payments 5,560 $ 4,977 $ 10,537 Less: current portion (160) Long-term portion of minimum lease obligation $ 5,400 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity [Member] | |
Fair value of Warrant using the Black-Scholes model assumptions | The Company estimated the fair value of the Warrant using the Black-Scholes model with the following assumptions: Weighted average risk-free interest rate 0.23 % Dividend yield 0 % Volatility 136.9 % Expected term (in years) 4.95 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Common Share [Abstract] | |
Schedule of Earnings (loss) Per Share, Basic and Diluted | Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Basic and diluted numerator: Net loss attributable to iBio, Inc. $ (11,920) $ (8,129) $ (20,859) $ (15,662) Preferred stock dividends – iBio CMO Preferred Tracking Stock (22) (65) (88) (131) Net loss available to iBio, Inc. stockholders $ (11,942) $ (8,194) $ (20,947) $ (15,793) Basic and diluted denominator: Weighted-average common shares outstanding 217,990 188,087 217,933 175,264 Per share amount $ (0.05) $ (0.04) $ (0.10) $ (0.09) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | December 31, 2021 2020 (in thousands) Stock options 14,943 4,251 Restricted stock units 768 349 Warrant issued under the Transaction 1,290 — Shares excluded from the calculation of diluted loss per share 17,001 4,600 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation [Member] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The following table summarizes the components of share-based compensation expense in the condensed consolidated statements of operations (in thousands): Three Months Ended December 31, 2021 2020 Research and development $ 164 $ 47 General and administrative 939 218 Total $ 1,103 $ 265 Six Months Ended December 31, 2021 2020 Research and development $ 275 $ 94 General and administrative 1,649 522 Total $ 1,924 $ 616 |
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: Weighted average risk-free interest rate 0.80% - 1.31 % Dividend yield 0 % Volatility 119.16 - 119.9 % Expected term (in years) 6 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Biopharmaceuticals Bioprocessing Three Months Ended December 31, 2021 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ — $ 168 $ — $ 168 Revenues - intersegment 94 430 (524) — Cost of goods sold — 113 — 113 Gross profit 94 485 (524) 55 Research and development 2,213 1,549 (431) 3,331 General and administrative 4,832 3,623 (93) 8,362 Operating loss (6,950) (4,688) — (11,638) Interest expense — (328) — (328) Interest and other income 41 5 — 46 Consolidated net loss (6,909) (5,011) — (11,920) Total assets 172,004 37,633 (83,189) 126,448 Finance lease ROU assets — 109 — 109 Operating lease ROU assets 3,334 1,957 — 5,291 Fixed assets, net 600 32,281 — 32,881 Intangible assets, net 5,041 — — 5,041 Amortization of ROU assets — 147 — 147 Depreciation expense — 517 — 517 Amortization of intangible assets 123 — — 123 Biopharmaceuticals Bioprocessing Three Months Ended December 31, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 190 $ 515 $ — $ 705 Revenues - intersegment 238 288 (526) — Cost of goods sold 215 (4) — 211 Gross profit 213 807 (526) 494 Research and development 373 2,302 (301) 2,374 General and administrative 2,971 2,919 (225) 5,665 Operating loss (3,131) (4,414) — (7,545) Interest expense — (615) — (615) Interest and other income 29 — — 29 Consolidated net loss (3,102) (5,029) — (8,131) Total assets 163,991 33,789 (52,374) 145,406 Finance lease ROU assets — 26,786 — 26,786 Fixed assets, net — 5,010 — 5,010 Intangible assets, net 1,185 — — 1,185 Amortization of ROU assets — 415 — 415 Depreciation expense — 114 — 114 Amortization of intangible assets 73 — — 73 Biopharmaceuticals Bioprocessing Six Months Ended December 31, 2021 (in thousands) (iBio, Inc.) (iBio CDMO) Eliminations Total Revenues - external customers $ 84 $ 295 $ — $ 379 Revenues - intersegment 176 885 (1,061) — Cost of goods sold — 153 — 153 Gross profit 260 1,027 (1,061) 226 Research and development 3,734 3,016 (908) 5,842 General and administrative 8,316 6,833 (153) 14,996 Operating loss (11,789) (8,823) — (20,612) Interest expense — (937) — (937) Forgiveness of note payable and accrued interest — 607 — 607 Interest and other income 77 5 — 82 Consolidated net loss (11,712) (9,148) — (20,860) Total assets 172,004 37,633 (83,189) 126,448 Finance lease ROU assets — 109 — 109 Operating lease ROU assets 3,334 1,957 — 5,291 Fixed assets, net 600 32,281 — 32,881 Intangible assets, net 5,041 — — 5,041 Amortization of ROU assets — 563 — 563 Depreciation expense — 823 — 823 Amortization of intangible assets 211 — — 211 Biopharmaceuticals Bioprocessing Six Months Ended December 31, 2020 (in thousands) (iBio, Inc.) (iBio CDMO) Eliminations Total Revenues - external customers $ 397 $ 718 $ — $ 1,115 Revenues - intersegment 476 498 (974) — Cost of goods sold 269 49 — 318 Gross profit 604 1,167 (974) 797 Research and development 608 4,147 (519) 4,236 General and administrative 5,643 5,842 (455) 11,030 Operating loss (5,647) (8,822) — (14,469) Interest expense — (1,229) — (1,229) Interest and other income 32 1 — 33 Consolidated net loss (5,615) (10,050) — (15,665) Total assets 163,991 33,789 (52,374) 145,406 Finance lease ROU assets — 26,786 — 26,786 Fixed assets, net — 5,010 — 5,010 Intangible assets, net 1,185 — — 1,185 Amortization of ROU assets — 830 — 830 Depreciation expense — 211 — 211 Amortization of intangible assets 145 — — 145 |
Disclosure of Correction of I_2
Disclosure of Correction of Immaterial Error (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Disclosure of Correction of Immaterial Error [Abstract] | |
Schedule of Reclassifications and Error Corrections | Statement of Operations Reclassifications Three Months Ended (In thousands) December 31, 2020 Operating expense: As Reported Adjustment As Revised % Change Cost of goods sold $ — 211 $ 211 100 % Research and Development 2,444 (70) 2,374 (3) % General and administrative 5,806 (141) 5,665 (2) % Total operating expenses $ 8,250 $ 8,250 Six Months Ended (In thousands) December 31, 2020 Operating expense: As Reported Adjustment As Revised % Change Cost of goods sold $ — 318 $ 318 100 % Research and Development 4,206 30 4,236 1 % General and administrative 11,378 (348) 11,030 (3) % $ 15,584 $ 15,584 Segment Reporting Reclassification As Reported: Three Months Ended December 31, 2020 iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ — $ — $ — $ — Research and Development 525 2,220 (301) 2,444 General and administrative 2,981 3,050 (225) 5,806 As Revised: Three Months Ended December 31, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ 215 $ (4) $ — $ 211 Research and Development 373 2,302 (301) 2,374 General and administrative 2,971 2,919 (225) 5,665 As Reported: Six Months Ended December 31, 2020 iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ — $ — $ — $ — Research and Development 867 3,858 (519) 4,206 General and administrative 5,653 6,180 (455) 11,378 As Revised: Six Months Ended December 31, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Cost of goods sold $ 269 $ 49 $ — $ 318 Research and Development 608 4,147 (519) 4,236 General and administrative 5,643 5,842 (455) 11,030 |
Nature of Business (Narrative)
Nature of Business (Narrative) (Details) | 6 Months Ended |
Dec. 31, 2021segment | |
Nature of Business [Abstract] | |
Number of operating segments | 2 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Basis of Presentation [Abstract] | ||
Cash and cash equivalents and marketable securities | $ 57,400,000 | |
Restricted cash | $ 5,940,000 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021USD ($)customer$ / shares | Dec. 31, 2020USD ($)customer | Dec. 31, 2021USD ($)customer$ / shares | Dec. 31, 2020USD ($)customer | Jun. 30, 2021USD ($)$ / shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Provisions for contract loss | $ 0 | $ 0 | $ 0 | ||
Contract assets | 0 | 0 | 0 | ||
Contract liabilities (or deferred revenue) | 60,000 | 60,000 | 423,000 | ||
Revenue recognized included in contract liabilities | 42,000 | $ 187,000 | 126,000 | $ 499,000 | |
Restricted cash | $ 5,940,000 | $ 5,940,000 | $ 0 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Dividend rate | 0.00% | ||||
Amount in excess of insured limit | $ 14,697,000 | $ 14,697,000 | $ 27,013,000 | ||
Intangible asset impairment | 0 | $ 0 | |||
impairments of investments | $ 0 | ||||
Revenue [Member] | Customer Concentration Risk [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of major customers | customer | 4 | 4 | 6 | 4 | |
Customer One [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 74.00% | 64.00% | 33.00% | 40.00% | |
Customer Two [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 17.00% | 27.00% | 23.00% | 24.00% | |
Customer Three [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 22.00% | 19.00% | |||
Customer Four [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 14.00% | 17.00% | |||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fixed assets, useful life | 3 years | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fixed assets, useful life | 39 years | ||||
Patents and Licenses [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, useful life | 10 years | ||||
Intellectual Property [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, useful life | 16 years | ||||
Intellectual Property [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset, useful life | 23 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 39,205 | $ 77,404 |
Total cash, cash equivalents and restricted cash | 45,145 | 77,404 |
Letter Of Credit - Term Loan [Member] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Collateral held | 5,742 | 0 |
Letter Of Credit - San Diego Lease [Member] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Collateral held | $ 198 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Inventory) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Inventory, Net [Abstract] | ||
Raw materials | $ 1,955 | $ 0 |
Work in process | 31 | 27 |
Inventory total | $ 1,986 | $ 27 |
Significant Transactions (Narra
Significant Transactions (Narrative) (Details) | Nov. 01, 2021USD ($)ft²$ / sharesshares | Aug. 23, 2021USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Stock purchase agreement, value of shares to be purchased | $ 2,500,000 | $ 0 | |||
Purchase price allocated | $ 7,500,000 | ||||
College Station Investors LLC And Bryan Capital [Member] | |||||
Area of facility | ft² | 130,000 | ||||
Total purchase price | $ 28,750,000 | ||||
Cash payment | $ 28,000,000 | ||||
Percentage of base rent | 6.50% | ||||
Fair market value of property | $ 151,450 | ||||
Cash consideration for equity interest acquired | $ 50,000 | ||||
Number of warrants issued | shares | 1,289,581 | ||||
Warrants, exercise price per share | $ / shares | $ 1.33 | ||||
Shares issued under the Warrant | shares | 289,581 | ||||
Fair value of the warrant | $ 217,255 | ||||
College Station Investors LLC And Bryan Capital [Member] | Secured Term Loan | |||||
Secured term loan | $ 22,375,000 | ||||
Interest rate (as percent) | 3.25% | ||||
Unrestricted cash | $ 10,000,000 | ||||
Irrevocable letter of credit | 5,469,000 | ||||
Cost incurred to attain debt | $ 322,000 | ||||
Interest expense | $ 123,000 | 123,000 | |||
College Station Investors LLC And Bryan Capital [Member] | IBio CMO Preferred Tracking Stock | |||||
Warrants issuable | shares | 1 | ||||
Percentage of equity interest | 0.01% | ||||
Immune-Oncology Antibodies (RTX-003) [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Collaboration and license agreement, notice duration to terminate contract | 30 days | ||||
Purchase price allocated | $ 7,500,000 | ||||
Collaboration and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Collaboration and license agreement, royalty payment term | 10 years | ||||
Collaboration and license agreement, period to cure breach of contract | 60 days | ||||
Collaboration and license agreement, notice duration to terminate contract | 90 days | ||||
Collaboration and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | Event of Non-Payment [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Collaboration and license agreement, period to cure breach of contract | 30 days | ||||
Collaboration and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | Clinical Development and Regulatory Milestone Payments [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Milestone payments | $ 15,000,000 | ||||
Collaboration, Option and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Collaboration and license agreement, period to cure breach of contract | 60 days | ||||
Collaboration and license agreement, agreement term | 5 years | ||||
Collaboration and license agreement, notice duration to terminate contract | 90 days | ||||
Collaboration, Option and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | Event of Non-Payment [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Collaboration and license agreement, period to cure breach of contract | 30 days | ||||
Collaboration, Option and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | Financing Requirement not Met [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Collaboration and license agreement, notice duration to terminate contract | 30 days | ||||
Collaboration, Option and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | Clinical Development and Regulatory Milestone Payments [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Milestone payments | $ 15,000,000 | ||||
Collaboration, Option and License Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | No Biosimilar Product has been Approved [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Collaboration and license agreement, royalty payment term | 10 years | ||||
Series A-2 Preferred Stock [Member] | Stock Purchase Agreement [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | RubrYc Theraputics, Inc. [Member] | |||||
Stock purchase agreement, number of shares purchased | shares | 1,909,563 | ||||
Stock purchase agreement, value of shares purchased | $ 5,000,000 | ||||
Stock purchase agreement, number of shares to be purchased | shares | 954,782 | ||||
Stock purchase agreement, value of shares to be purchased | $ 2,500,000 | 2,500,000 | |||
Preferential dividend rate percentage | 8.00% | ||||
Minimum required shares to be eligible for preferential dividend rate | shares | 1,500,000 | ||||
Proceeds from conversion of preferred stock to common stock | $ 30,000,000 | ||||
Liability for the assumed acquisition | $ 2,500,000 | $ 2,500,000 |
Significant Transactions (Summa
Significant Transactions (Summary of Asset Acquisition) (Details) | Aug. 23, 2021USD ($) |
Purchase price allocated | $ 7,500,000 |
Series A-2 Preferred Stock [Member] | |
Purchase price allocated | 1,760,000 |
Intangible Assets [Member] | |
Purchase price allocated | 4,300,000 |
Prepaid Expenses [Member] | |
Purchase price allocated | 1,440,000 |
Immune-Oncology Antibodies (RTX-003) [Member] | RubrYc Theraputics, Inc. [Member] | |
Purchase price allocated | $ 7,500,000 |
Convertible Promissory Note R_2
Convertible Promissory Note Receivable (Narrative) (Details) - USD ($) | Oct. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Interest income | $ 35,000 | $ 27,000 | $ 71,000 | $ 31,000 | ||
Convertible Promissory Note Receivable [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Amount invested | $ 1,500,000 | |||||
Interest rate | 5.00% | |||||
Interest income | 19,000 | 38,000 | ||||
Note balance and accrued interest | $ 1,594,000 | $ 1,594,000 | $ 1,556,000 |
Investments in Debt and Equit_3
Investments in Debt and Equity Securities (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Amortization of premiums on debt securities | $ 93 | $ 195 | $ 50 | |
Investments in equity security - at cost | $ 1,760 | $ 1,760 | $ 0 | |
Minimum [Member] | ||||
Debt securities, interest rate | 0.22% | 0.22% | ||
Debt securities, maturity date | Jan. 1, 2022 | Jan. 1, 2022 | ||
Maximum [Member] | ||||
Debt securities, interest rate | 3.50% | 3.50% | ||
Debt securities, maturity date | Nov. 1, 2023 | Nov. 1, 2023 |
Investments in Debt and Equit_4
Investments in Debt and Equity Securities (Components of Investments in Debt Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Investments in Debt and Equity Securities [Abstract] | ||
Adjusted cost | $ 18,230 | $ 19,603 |
Gross unrealized losses | (58) | (33) |
Fair value | $ 18,172 | $ 19,570 |
Investments in Debt and Equit_5
Investments in Debt and Equity Securities (Debt Securities, Contractual Maturity) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, Rolling Maturity, Fair Value [Abstract] | ||
2022 | $ 10,765 | $ 11,430 |
2023 | 7,407 | 8,140 |
Fair value | $ 18,172 | $ 19,570 |
Finance Lease ROU (Narrative) (
Finance Lease ROU (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance Lease ROU [Abstract] | ||||
Amortization of finance lease ROU assets | $ 147,000 | $ 415,000 | $ 563,000 | $ 830,000 |
Finance Lease ROU (Summary of F
Finance Lease ROU (Summary of Finance Lease ROU) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Finance Lease, Right Of Use Asset, Disclosure [Line Items] | |||
ROU, gross | $ 146 | $ 33,635 | |
Accumulated amortization | (37) | (7,524) | |
Net finance lease ROU | 109 | 26,111 | $ 26,786 |
Facility [Member] | |||
Finance Lease, Right Of Use Asset, Disclosure [Line Items] | |||
ROU, gross | 0 | 25,907 | |
Equipment [Member] | |||
Finance Lease, Right Of Use Asset, Disclosure [Line Items] | |||
ROU, gross | $ 146 | $ 7,728 |
Operating Lease ROU Assets (Nar
Operating Lease ROU Assets (Narrative) (Details) | Dec. 31, 2021USD ($)ft² | Nov. 01, 2021USD ($) | Sep. 10, 2021USD ($)ft² | Jun. 30, 2021USD ($) |
Operating Lease ROU Assets [Abstract] | ||||
Area of lab and office | ft² | 11,383 | 11,383 | ||
Operating lease right-of-use asset | $ | $ 5,291,000 | $ 1,967,000 | $ 3,603,000 | $ 0 |
Operating Lease ROU Assets (Cat
Operating Lease ROU Assets (Category the net carrying values of operating lease ROU) (Details) - USD ($) | Dec. 31, 2021 | Nov. 01, 2021 | Sep. 10, 2021 | Jun. 30, 2021 |
Operating lease ROU assets | $ 5,291,000 | $ 1,967,000 | $ 3,603,000 | $ 0 |
San Diego [Member] | ||||
Operating lease ROU assets | 3,334,000 | 0 | ||
TEXAS | ||||
Operating lease ROU assets | $ 1,957,000 | $ 0 |
Fixed Assets (Narrative) (Detai
Fixed Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fixed Assets [Abstract] | ||||
Depreciation expense | $ 517,000 | $ 114,000 | $ 823,000 | $ 211,000 |
Fixed Assets (Carrying Value an
Fixed Assets (Carrying Value and Accumulated Depreciation) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Gross fixed assets | $ 34,929 | $ 9,853 | |
Accumulated depreciation | (2,048) | (1,225) | |
Net fixed assets | 32,881 | 8,628 | $ 5,010 |
Facility improvements [Member] | |||
Gross fixed assets | 20,298 | 1,517 | |
Medical equipment [Member] | |||
Gross fixed assets | 7,642 | 4,255 | |
Office equipment and software [Member] | |||
Gross fixed assets | 2,429 | 714 | |
Construction in progress [Member] | |||
Gross fixed assets | $ 4,560 | $ 3,367 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 23, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 123,000 | $ 73,000 | $ 211,000 | $ 145,000 | |
Impairment of intangible assets | $ 0 | $ 0 | |||
Patents and Licenses [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset, useful life | 10 years | ||||
Maximum [Member] | Intellectual Property [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset, useful life | 23 years | ||||
Minimum [Member] | Intellectual Property [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset, useful life | 16 years | ||||
RubrYc Theraputics, Inc. [Member] | Immune-Oncology Antibodies (RTX-003) [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Investment | $ 7,500,000 |
Intangible Assets (Carrying Val
Intangible Assets (Carrying Value and Accumulated Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, gross carrying value | $ 10,121 | $ 5,820 |
Finite-Lived Intangible Assets, accumulated amortization | (5,080) | (4,868) |
Net intangible assets | 5,041 | 952 |
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 | (2,789) | (2,711) |
Patents and Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, gross carrying value | 7,021 | 2,720 |
Finite-Lived Intangible Assets, accumulated amortization | $ (2,291) | $ (2,157) |
Notes Payable - PPP Loan (Narra
Notes Payable - PPP Loan (Narrative) (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Apr. 16, 2020 |
Notes Payable [Abstract] | |||
Term note payable - net of deferred financing costs | $ 22,053,000 | $ 0 | $ 600,000 |
Note payable PPP loan | $ 0 | $ 600,000 |
Finance Lease Obligation (Narra
Finance Lease Obligation (Narrative) (Details) - USD ($) | Oct. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Mobile office trailer monthly rent | $ 3,819 | ||||||
Bioprocessing (iBio CDMO) [Member] | |||||||
Sub lease expiration term | 34 years | ||||||
Renewal term | 10 years | ||||||
Annual base rent | $ 2,100,000 | ||||||
Percentage rent expense | $ 15,000 | $ 44,000 | $ 64,000 | $ 86,000 | |||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | First $5,000,000 of Gross Sales [Member] | |||||||
Payment in addition to base rent, percentage of gross sales | 7.00% | ||||||
Payment in addition to base rent, gross sales threshold amount | $ 5,000,000 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Gross Sales Between $5,000,001 and $25,000,000 [Member] | |||||||
Payment in addition to base rent, percentage of gross sales | 6.00% | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Gross Sales Between $25,000,001 and $50,000,000 [Member] | |||||||
Payment in addition to base rent, percentage of gross sales | 5.00% | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Gross sales Between $50,000,001 and $100,000,000 [Member] | |||||||
Payment in addition to base rent, percentage of gross sales | 4.00% | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Gross Sales Between $100,000,001 and $500,000,000 [Member] | |||||||
Payment in addition to base rent, percentage of gross sales | 3.00% | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Gross Sales Less than $5,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | $ 5,000,000 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Gross Sales Less than $10,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | $ 10,000,000 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Maximum [Member] | Gross Sales Between $5,000,001 and $25,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | $ 25,000,000 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Maximum [Member] | Gross Sales Between $25,000,001 and $50,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | 50,000,000 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Maximum [Member] | Gross sales Between $50,000,001 and $100,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | 100,000,000 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Maximum [Member] | Gross Sales Between $100,000,001 and $500,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | 500,000,000 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Minimum [Member] | Gross Sales Between $5,000,001 and $25,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | 5,000,001 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Minimum [Member] | Gross Sales Between $25,000,001 and $50,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | 25,000,001 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Minimum [Member] | Gross sales Between $50,000,001 and $100,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | 50,000,001 | ||||||
Second Eastern Affiliate [Member] | Bioprocessing (iBio CDMO) [Member] | Minimum [Member] | Gross Sales Between $100,000,001 and $500,000,000 [Member] | |||||||
Payment in addition to base rent, gross sales threshold amount | $ 100,000,001 |
Finance Lease Obligation (Due T
Finance Lease Obligation (Due To Second Eastern Affiliate) (Narrative) (Details) - Second Eastern Affiliate [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Accrued expenses | $ 0 | $ 0 | $ 847,000 | ||
General and administrative expenses | 61,000 | $ 177,000 | 250,000 | $ 362,000 | |
Interest expense | $ 202,000 | $ 612,000 | $ 810,000 | $ 1,226,000 |
Finance Lease Obligation (Finan
Finance Lease Obligation (Finance Lease Cost and Other Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Finance lease cost: | |||||
Amortization of right-of-use assets | $ 147,000 | $ 415,000 | $ 563,000 | $ 830,000 | |
Interest on lease liabilities | 206,000 | 612,000 | 815,000 | 1,226,000 | |
CPI lease cost | 15,000 | 44,000 | 64,000 | 86,000 | |
Total lease cost | 368,000 | 1,071,000 | 1,442,000 | 2,142,000 | |
Cash paid for amounts included in the measurement lease liabilities: | |||||
Operating cash flows from finance lease - CPI rent | 15,000 | 44,000 | 64,000 | 86,000 | |
Financing cash flows from finance lease obligation | 5,722,000 | 74,000 | 5,810,000 | 147,000 | |
Finance lease right-of-use assets | 109,000 | $ 26,786,000 | 109,000 | $ 26,786,000 | $ 26,111,000 |
Finance lease obligations - current portion | 45,000 | 45,000 | 367,000 | ||
Finance lease obligation - non-current portion | $ 51,000 | $ 51,000 | $ 31,755,000 | ||
Weighted average remaining lease term - finance lease | 2 years 3 months | 2 years 3 months | 28 years 6 months 29 days | ||
Weighted average discount rate - Finance lease obligation | 6.25% | 6.25% | 7.606% |
Finance Lease Obligation (Futur
Finance Lease Obligation (Future Minimum Payments Under the Finance Lease Obligation) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Principal | ||
2022 | $ 45 | |
2023 | 40 | |
2024 | 11 | |
Total minimum lease payments | 96 | |
Less: current portion | (45) | $ (367) |
Finance lease obligation - net of current portion | 51 | $ 31,755 |
Interest | ||
2022 | 5 | |
2023 | 2 | |
2024 | 0 | |
Interest, Total | 7 | |
Total | ||
2022 | 50 | |
2023 | 42 | |
2024 | 11 | |
Total | $ 103 |
Operating Lease Obligation (Nar
Operating Lease Obligation (Narrative) (Details) | Nov. 01, 2021USD ($) | Sep. 10, 2021USD ($)ft² | Dec. 31, 2021ft² |
Term of lease | 88 months | ||
Operating lease monthly rent payable | $ 51,223 | ||
Area of lab and office | ft² | 11,383 | 11,383 | |
Annual percentage increase in base rent | 3.00% | ||
Tenant improvement allowance | $ 81,860 | ||
Letter of Credit | |||
Irrevocable letter of credit | $ 188,844 | ||
Minimum [Member] | |||
Base rent abatement period in the first year | 2 years | ||
Maximum [Member] | |||
Base rent abatement period in the first year | 5 years | ||
College Station Investors LLC And Bryan Capital [Member] | |||
Fair market value of property | $ 151,450 | ||
Percentage of base rent | 6.50% |
Operating Lease Obligation (Lea
Operating Lease Obligation (Lease Expense and Supplemental Balance Sheet Information Related to the Operating Lease Obligation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Operating lease cost: | ||
Operating Lease, Cost | $ 177 | $ 212 |
Total lease cost | 177 | 212 |
Cash paid for amounts included in the measurement lease liability: | ||
Operating cash flows from operating lease | 177 | 212 |
Operating cash flows from operating lease obligation | $ 10 | $ 10 |
Operating Lease Obligation (Fut
Operating Lease Obligation (Future Minimum Payments under the Operating Lease Obligation) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Operating Lease Obligation, Principal | ||
2022 | $ 160 | |
2023 | 407 | |
2024 | 456 | |
2025 | 511 | |
2026 | 570 | |
Thereafter | 3,456 | |
Total minimum lease payments | 5,560 | |
Less: current portion | (160) | $ 0 |
Long-term portion of minimum lease obligation | 5,400 | $ 0 |
Operating Lease Obligation, Imputed Interest | ||
2022 | 401 | |
2023 | 378 | |
2024 | 347 | |
2025 | 312 | |
2026 | 148 | |
Thereafter | 3,391 | |
Imputed Interest, Total | 4,977 | |
Operating Lease Obligation, Total | ||
2022 | 561 | |
2023 | 785 | |
2024 | 803 | |
2025 | 823 | |
2026 | 718 | |
Thereafter | 6,847 | |
Principal and imputed interest, Total | $ 10,537 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) | Oct. 31, 2021$ / shares | Oct. 29, 2019$ / sharesshares | Jun. 26, 2018shares | Feb. 23, 2017USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Nov. 01, 2021$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 20, 2018shares |
Stockholders' Equity [Line Items] | ||||||||||||
Exercise of warrants (in shares) | 29,100,000 | |||||||||||
Proceeds from exercise of warrants | $ | $ 6,400,000 | |||||||||||
Shares of common stock issued for the cashless exercise of Warrants | 5,900,000 | |||||||||||
Cashless exercise of warrants reducing balance owed for notes payable - warrant exchange | $ | $ 1,300,000 | |||||||||||
Costs related to the warrant exchange offset against additional paid-in capital | $ | 313,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Cost related to issuance of shares | $ | $ 0 | $ 4,642,000 | ||||||||||
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 | 275,000,000 | |||||||||
Proceeds from Warrant Exercises | $ | $ 6,400,000 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 29,100,000 | |||||||||||
Exercise of stock options (in shares) | 84,500 | |||||||||||
Proceeds from the exercise of stock options | $ | $ 77,000 | $ 28,000 | ||||||||||
Weighted average risk-free interest rate | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Fair value of the Warrant assumptions | 0.23 | 0.23 | ||||||||||
Dividend yield | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Fair value of the Warrant assumptions | 0 | 0 | ||||||||||
Volatility | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Fair value of the Warrant assumptions | 136.9 | 136.9 | ||||||||||
Expected term (in years) | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Fair value of the Warrant assumptions | 4.95 | 4.95 | ||||||||||
College Station Investors LLC And Bryan Capital [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants to purchase shares of Common Stock | 1,289,581 | |||||||||||
Warrants, exercise price per share | $ / shares | $ 1.33 | |||||||||||
Series A Common Stock Purchase Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants outstanding | 0 | 0 | ||||||||||
Number of shares issued | 25,000,000 | |||||||||||
Warrants, exercise price per share | $ / shares | $ 0.22 | |||||||||||
Term of the warrants | 2 years | |||||||||||
Series B Common Stock Purchase Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants outstanding | 0 | |||||||||||
Number of shares issued | 25,000,000 | |||||||||||
Warrants, exercise price per share | $ / shares | $ 0.22 | |||||||||||
Term of the warrants | 7 years | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Number of shares designated | 6,300 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Number of common stock issued upon conversion | 8,357,997 | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Number of common stock issued upon conversion | 28,935,000 | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Number of common stock issued upon conversion | 22,550,000 | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||
iBio CMO Preferred Tracking Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 2.00% | |||||||||||
Preferred Stock, Dividends Per Share, Declared | $ / shares | $ 0 | |||||||||||
Dividends Payable | $ | $ 0 | $ 0 | $ 1,131,000 | |||||||||
Preferred stock, shares outstanding (in shares) | 0 | |||||||||||
Restricted Stock Units [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Shares vested | 103,003 | |||||||||||
Omnibus Incentive (the 2020) Plan [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Shares available for grant under the plan | 32,000,000 | 32,000,000 | ||||||||||
Underwritten Public Offering [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Number of shares issued | 6,300 | |||||||||||
Underwritten Public Offering [Member] | Series B Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Number of shares issued | 5,785 | |||||||||||
Underwritten Public Offering [Member] | Series C Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Number of shares issued | 4,510 | |||||||||||
Exchange Agreement [Member] | iBio CMO Preferred Tracking Stock [Member] | Bioprocessing (iBio CDMO) [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 1 | |||||||||||
Number of LLC interest units exchanged for each share of preferred tracking stock | 29,990,000 | |||||||||||
Proceeds from sale of shares, net of issuance cost | $ | $ 13,000,000 | |||||||||||
Exchange Agreement [Member] | iBio CMO Preferred Tracking Stock [Member] | After Preferred Tracking Stock Exchanged for Units of Limited Liability Company Interests [Member] | Bioprocessing (iBio CDMO) [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | |||||||||||
Exchange Agreement [Member] | Eastern Affiliate [Member] | iBio CMO Preferred Tracking Stock [Member] | After Preferred Tracking Stock Exchanged for Units of Limited Liability Company Interests [Member] | Bioprocessing (iBio CDMO) [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% |
Stockholders' Equity (Cantor Fi
Stockholders' Equity (Cantor Fitzgerald Underwriting) (Narrative) (Details) - USD ($) | May 07, 2021 | Feb. 24, 2021 | Jan. 11, 2021 | Dec. 10, 2020 | Dec. 08, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 25, 2020 |
Cost related to issuance of shares | $ 0 | $ 4,642,000 | ||||||
Sales Agreement [Member] | Cantor Fitzgerald [Member] | ||||||||
Proceeds from sale of shares, net of issuance cost | $ 2,995,000 | $ 238,000 | ||||||
Number of shares issued | 1,716,800 | 113,200 | ||||||
Underwritten Public Offering [Member] | Cantor Fitzgerald [Member] | ||||||||
Number of shares agreed to be issued, maximum | 29,661,017 | |||||||
Number of shares issued | 29,660,000 | |||||||
Cost related to issuance of shares | $ 2,900,000 | |||||||
Gross proceeds from issuance of common stock | $ 35,200,000 | |||||||
Over-Allotment Option [Member] | Cantor Fitzgerald [Member] | ||||||||
Number of shares agreed to be issued, maximum | 4,449,152 | |||||||
Proceeds from sale of shares, net of issuance cost | $ 4,600,000 | |||||||
Number of shares issued | 4,240,828 | |||||||
Sales Agreement [Member] | Cantor Fitzgerald [Member] | ||||||||
Aggregate offering price | $ 100,000,000 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Components of the Earnings (Loss) per Common Share ) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic and diluted numerator: | ||||
Net loss attributable to iBio, Inc. stockholders | $ (11,920) | $ (8,129) | $ (20,859) | $ (15,662) |
Preferred stock dividends - iBio CMO Preferred Tracking Stock | (22) | (65) | (88) | (131) |
Net loss available to iBio, Inc. stockholders | $ (11,942) | $ (8,194) | $ (20,947) | $ (15,793) |
Basic and diluted denominator: | ||||
Weighted-average common shares outstanding | 217,990 | 188,087 | 217,933 | 175,264 |
Per share amount | $ (0.05) | $ (0.04) | $ (0.10) | $ (0.09) |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share (Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares shares in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,001 | 4,600 |
Stock Options [Member] | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,943 | 4,251 |
Restricted Stock Units [Member] | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 768 | 349 |
Warrant | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,290 | 0 |
Share-Based Compensation (Narra
Share-Based Compensation (Narratives) (Details) - USD ($) | Jan. 16, 2022 | Dec. 09, 2021 | Nov. 29, 2021 | Sep. 30, 2021 | Sep. 23, 2021 | Sep. 13, 2021 | Aug. 23, 2021 | Jul. 19, 2021 | Jul. 12, 2021 | Dec. 18, 2018 | Aug. 12, 2008 | Dec. 09, 2020 | Dec. 17, 2018 |
2008 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based payment plan term | 10 years | ||||||||||||
2018 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based award, number of shares authorized (in Shares) | 6,500,000 | 3,500,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 6,500,000 | ||||||||||||
2020 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total number of shares of common stock reserved | 32,000,000 | ||||||||||||
Maximum value of all awards awarded under the Plan | $ 500,000 | ||||||||||||
Minimum [Member] | 2008 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based award, vesting period | 3 years | ||||||||||||
Minimum [Member] | 2018 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based award, vesting period | 3 years | ||||||||||||
Maximum [Member] | 2008 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based award, vesting period | 5 years | ||||||||||||
Maximum [Member] | 2018 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based award, vesting period | 5 years | ||||||||||||
Consultants [Member] | 2020 Omnibus Equity Incentive Plan [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 100,000 | ||||||||||||
Weighted-average exercise price per share | $ 0.85 | ||||||||||||
Share based award, vesting period | 8 months | ||||||||||||
Share based payment plan term | 10 years | ||||||||||||
Consultants [Member] | Subsequent Event [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 30,000 | ||||||||||||
Weighted-average exercise price per share | $ 0.52 | ||||||||||||
Share based award, vesting period | 1 year | ||||||||||||
Share based payment plan term | 10 years | ||||||||||||
Employees [Member] | 2020 Omnibus Equity Incentive Plan [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 100,000 | 50,000 | 3,937,191 | 25,000 | 25,000 | ||||||||
Weighted-average exercise price per share | $ 1.06 | $ 1.16 | $ 1.26 | $ 1.41 | $ 1.35 | ||||||||
Share based award, vesting period | 3 years | 3 years | 3 years | 3 years | 3 years | ||||||||
Share based payment plan term | 10 years | 10 years | 10 years | 10 years | 10 years | ||||||||
Employees [Member] | 2020 Omnibus Equity Incentive Plan [Member] | Restricted Stock Units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based award, vesting period | 4 years | ||||||||||||
Share-based award, Number of awards issued | 105,723 | ||||||||||||
Share-based award, market value per share | $ 1.26 | ||||||||||||
Share based payment award, Grant-date fair value | $ 133,000 | ||||||||||||
Directors [Member] | 2020 Omnibus Equity Incentive Plan [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 872,000 | 100,000 | |||||||||||
Weighted-average exercise price per share | $ 0.69 | $ 1.26 | |||||||||||
Share based award, vesting period | 1 year | 3 years | |||||||||||
Share based payment plan term | 10 years | 10 years | |||||||||||
Chief Executive Officer [Member] | 2020 Omnibus Equity Incentive Plan [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 2,000,000 | ||||||||||||
Weighted-average exercise price per share | $ 1.17 | ||||||||||||
Share based award, vesting period | 36 months | ||||||||||||
Scenario One [Member] | 2020 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Maximum value of all awards awarded under the Plan | 750,000 | ||||||||||||
Scenario Two [Member] | 2020 Omnibus Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Maximum value of all awards awarded under the Plan | $ 1,500,000 |
Share-Based Compensation (Share
Share-Based Compensation (Share Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Allocated Share-based Compensation Expense | $ 1,103 | $ 265 | $ 1,924 | $ 616 |
Research and development Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Allocated Share-based Compensation Expense | 164 | 47 | 275 | 94 |
General and administrative Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Allocated Share-based Compensation Expense | $ 939 | $ 218 | $ 1,649 | $ 522 |
Share-Based Compensation (Fair
Share-Based Compensation (Fair Value of Options Granted) (Details) | 6 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation [Member] | |
Risk free interest rate, Minimum | 0.80% |
Risk free interest rate, Maximum | 1.31% |
Dividend yield | 0.00% |
Volatility, Minimum | 119.16% |
Volatility, Maximum | 119.90% |
Expected term (in years) | 6 years |
Fraunhofer Settlement (Narrativ
Fraunhofer Settlement (Narrative) (Details) - USD ($) | May 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 01, 2023 | Mar. 31, 2022 | Mar. 01, 2022 |
Settlement receivable - current portion | $ 5,100,000 | $ 5,100,000 | $ 5,100,000 | |||||||
Settlement receivable - noncurrent portion | 5,100,000 | 5,100,000 | 5,100,000 | |||||||
Revenues | 168,000 | $ 705,000 | 379,000 | $ 1,115,000 | ||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | ||||||||||
Settlement receivable - current portion | $ 10,200,000 | 10,200,000 | ||||||||
Percentage of legal fees expected to be received | 100.00% | |||||||||
Estimated net cash recovery | $ 10,200,000 | |||||||||
Settlement income | $ 10,200,000 | |||||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | License and Maintenance [Member] | ||||||||||
Revenues | $ 1,800,000 | |||||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | Scenario, Plan [Member] | ||||||||||
Cash payments receivables related to litigation settlement | 28,000,000 | |||||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | Scenario Plan Expected Legal Fees [Member] | ||||||||||
Cash payments receivables related to litigation settlement | $ 16,000,000 | |||||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | Scenario Plan Expected Payment One [Member] | ||||||||||
Cash payments receivables related to litigation settlement | $ 900,000 | |||||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | Scenario Plan Expected Payment One [Member] | License and Maintenance [Member] | ||||||||||
Settlement receivable - current portion | $ 5,100,000 | |||||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | Scenario Plan Expected Payment Two [Member] | ||||||||||
Cash payments receivables related to litigation settlement | $ 900,000 | |||||||||
iBio, Inc. v. Fraunhofer USA, Inc. [Member] | Settled Litigation [Member] | Scenario Plan Expected Payment Two [Member] | License and Maintenance [Member] | ||||||||||
Settlement receivable - noncurrent portion | $ 5,100,000 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - KBI Consulting Service [Member] - USD ($) | Apr. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Business support services amount per month | $ 5,800 | ||
Professional Fees | $ 18,000 | $ 35,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Effective income tax rate | 0.00% | 0.00% |
Employee 401(K) Plan (Narrative
Employee 401(K) Plan (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee 401(K) Plan [Abstract] | ||||
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 | $ 65,000 | $ 29,000 | $ 131,000 | $ 61,000 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 6 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Segment Reporting (Segments Rep
Segment Reporting (Segments Reporting) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 01, 2021 | Sep. 10, 2021 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | |||||||||
Revenues - external customers | $ 168,000 | $ 705,000 | $ 379,000 | $ 1,115,000 | |||||
Cost of goods sold | 113,000 | 211,000 | 153,000 | 318,000 | |||||
Gross profit | 55,000 | 494,000 | 226,000 | 797,000 | |||||
Research and development | 3,331,000 | 2,374,000 | 5,842,000 | 4,236,000 | |||||
General and administrative | 8,362,000 | 5,665,000 | 14,996,000 | 11,030,000 | |||||
Operating loss | (11,638,000) | (7,545,000) | (20,612,000) | (14,469,000) | |||||
Interest expense | (328,000) | (615,000) | (937,000) | (1,229,000) | |||||
Forgiveness of note payable and accrued interest - SBA loan | 0 | 0 | 607,000 | 0 | |||||
Interest and other income | 46,000 | 29,000 | 82,000 | 33,000 | |||||
Consolidated net loss | (11,920,000) | $ (8,940,000) | (8,131,000) | $ (7,534,000) | (20,860,000) | (15,665,000) | |||
Total assets | 126,448,000 | 145,406,000 | 126,448,000 | 145,406,000 | $ 146,968,000 | ||||
Finance lease ROU assets | 109,000 | 26,786,000 | 109,000 | 26,786,000 | 26,111,000 | ||||
Operating lease ROU assets | 5,291,000 | 5,291,000 | $ 1,967,000 | $ 3,603,000 | 0 | ||||
Fixed assets, net | 32,881,000 | 5,010,000 | 32,881,000 | 5,010,000 | 8,628,000 | ||||
Intangible assets, net | 5,041,000 | 1,185,000 | 5,041,000 | 1,185,000 | $ 952,000 | ||||
Amortization of finance lease ROU assets | 147,000 | 415,000 | 563,000 | 830,000 | |||||
Depreciation of fixed assets | 517,000 | 114,000 | 823,000 | 211,000 | |||||
Amortization of intangible assets | 123,000 | 73,000 | 211,000 | 145,000 | |||||
Operating Segments [Member] | Biopharmaceuticals (iBio, Inc.) [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues - external customers | 190,000 | 84,000 | 397,000 | ||||||
Revenues - intersegment | 94,000 | 238,000 | 176,000 | 476,000 | |||||
Cost of goods sold | 215,000 | 269,000 | |||||||
Gross profit | 94,000 | 213,000 | 260,000 | 604,000 | |||||
Research and development | 2,213,000 | 373,000 | 3,734,000 | 608,000 | |||||
General and administrative | 4,832,000 | 2,971,000 | 8,316,000 | 5,643,000 | |||||
Operating loss | (6,950,000) | (3,131,000) | (11,789,000) | (5,647,000) | |||||
Interest and other income | 41,000 | 29,000 | 77,000 | 32,000 | |||||
Consolidated net loss | (6,909,000) | (3,102,000) | (11,712,000) | (5,615,000) | |||||
Total assets | 172,004,000 | 163,991,000 | 172,004,000 | 163,991,000 | |||||
Operating lease ROU assets | 3,334,000 | 3,334,000 | |||||||
Fixed assets, net | 600,000 | 600,000 | |||||||
Intangible assets, net | 5,041,000 | 1,185,000 | 5,041,000 | 1,185,000 | |||||
Amortization of intangible assets | 123,000 | 73,000 | 211,000 | 145,000 | |||||
Operating Segments [Member] | Bioprocessing (iBio CDMO) [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues - external customers | 168,000 | 515,000 | 295,000 | 718,000 | |||||
Revenues - intersegment | 430,000 | 288,000 | 885,000 | 498,000 | |||||
Cost of goods sold | 113,000 | (4,000) | 153,000 | 49,000 | |||||
Gross profit | 485,000 | 807,000 | 1,027,000 | 1,167,000 | |||||
Research and development | 1,549,000 | 2,302,000 | 3,016,000 | 4,147,000 | |||||
General and administrative | 3,623,000 | 2,919,000 | 6,833,000 | 5,842,000 | |||||
Operating loss | (4,688,000) | (4,414,000) | (8,823,000) | (8,822,000) | |||||
Interest expense | (328,000) | (615,000) | (937,000) | (1,229,000) | |||||
Forgiveness of note payable and accrued interest - SBA loan | 607,000 | ||||||||
Interest and other income | 5,000 | 5,000 | 1,000 | ||||||
Consolidated net loss | (5,011,000) | (5,029,000) | (9,148,000) | (10,050,000) | |||||
Total assets | 37,633,000 | 33,789,000 | 37,633,000 | 33,789,000 | |||||
Finance lease ROU assets | 109,000 | 26,786,000 | 109,000 | 26,786,000 | |||||
Operating lease ROU assets | 1,957,000 | 1,957,000 | |||||||
Fixed assets, net | 32,281,000 | 5,010,000 | 32,281,000 | 5,010,000 | |||||
Amortization of finance lease ROU assets | 147,000 | 415,000 | 563,000 | 830,000 | |||||
Depreciation of fixed assets | 517,000 | 114,000 | 823,000 | 211,000 | |||||
Eliminations [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues - intersegment | (524,000) | (526,000) | (1,061,000) | (974,000) | |||||
Gross profit | (524,000) | (526,000) | (1,061,000) | (974,000) | |||||
Research and development | (431,000) | (301,000) | (908,000) | (519,000) | |||||
General and administrative | (93,000) | (225,000) | (153,000) | (455,000) | |||||
Total assets | $ (83,189,000) | $ (52,374,000) | $ (83,189,000) | $ (52,374,000) |
Disclosure of Correction of I_3
Disclosure of Correction of Immaterial Error (Summary of Reclassifications) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expense: | ||||
Cost of goods sold | $ 113 | $ 211 | $ 153 | $ 318 |
Research and Development | 3,331 | 2,374 | 5,842 | 4,236 |
General and administrative | 8,362 | 5,665 | 14,996 | 11,030 |
Total operating expenses | 11,693 | 8,039 | 20,838 | 15,266 |
Eliminations [Member] | ||||
Operating expense: | ||||
Research and Development | (431) | (301) | (908) | (519) |
General and administrative | (93) | (225) | (153) | (455) |
Biopharmaceuticals (iBio, Inc.) [Member] | Operating Segments [Member] | ||||
Operating expense: | ||||
Cost of goods sold | 215 | 269 | ||
Research and Development | 2,213 | 373 | 3,734 | 608 |
General and administrative | 4,832 | 2,971 | 8,316 | 5,643 |
Bioprocessing (iBio CDMO) [Member] | Operating Segments [Member] | ||||
Operating expense: | ||||
Cost of goods sold | 113 | (4) | 153 | 49 |
Research and Development | 1,549 | 2,302 | 3,016 | 4,147 |
General and administrative | $ 3,623 | 2,919 | $ 6,833 | 5,842 |
Statement of Operations Reclassifications [Member] | ||||
Operating expense: | ||||
Cost of goods sold | 211 | 318 | ||
Research and Development | 2,374 | 4,236 | ||
General and administrative | 5,665 | 11,030 | ||
Total operating expenses | $ 8,250 | $ 15,584 | ||
Cost of goods sold, % change | 100.00% | 100.00% | ||
Research and Development, % change | (3.00%) | 1.00% | ||
General and administrative, % change | (2.00%) | (3.00%) | ||
Statement of Operations Reclassifications [Member] | As Reported [Member] | ||||
Operating expense: | ||||
Research and Development | $ 2,444 | $ 4,206 | ||
General and administrative | 5,806 | 11,378 | ||
Total operating expenses | 8,250 | 15,584 | ||
Statement of Operations Reclassifications [Member] | Reclassification, Adjustment [Member] | ||||
Operating expense: | ||||
Cost of goods sold | 211 | 318 | ||
Research and Development | (70) | 30 | ||
General and administrative | (141) | (348) | ||
Segment Reporting Reclassifications [Member] | As Reported [Member] | ||||
Operating expense: | ||||
Research and Development | 2,444 | 4,206 | ||
General and administrative | 5,806 | 11,378 | ||
Segment Reporting Reclassifications [Member] | As Reported [Member] | Eliminations [Member] | ||||
Operating expense: | ||||
Research and Development | (301) | (519) | ||
General and administrative | (225) | (455) | ||
Segment Reporting Reclassifications [Member] | As Reported [Member] | Biopharmaceuticals (iBio, Inc.) [Member] | Operating Segments [Member] | ||||
Operating expense: | ||||
Research and Development | 525 | 867 | ||
General and administrative | 2,981 | 5,653 | ||
Segment Reporting Reclassifications [Member] | As Reported [Member] | Bioprocessing (iBio CDMO) [Member] | Operating Segments [Member] | ||||
Operating expense: | ||||
Research and Development | 2,220 | 3,858 | ||
General and administrative | 3,050 | 6,180 | ||
Segment Reporting Reclassifications [Member] | Reclassification, Adjustment [Member] | ||||
Operating expense: | ||||
Cost of goods sold | 211 | 318 | ||
Research and Development | 2,374 | 4,236 | ||
General and administrative | 5,665 | 11,030 | ||
Segment Reporting Reclassifications [Member] | Reclassification, Adjustment [Member] | Eliminations [Member] | ||||
Operating expense: | ||||
Research and Development | (301) | (519) | ||
General and administrative | (225) | (455) | ||
Segment Reporting Reclassifications [Member] | Reclassification, Adjustment [Member] | Biopharmaceuticals (iBio, Inc.) [Member] | Operating Segments [Member] | ||||
Operating expense: | ||||
Cost of goods sold | 215 | 269 | ||
Research and Development | 373 | 608 | ||
General and administrative | 2,971 | 5,643 | ||
Segment Reporting Reclassifications [Member] | Reclassification, Adjustment [Member] | Bioprocessing (iBio CDMO) [Member] | Operating Segments [Member] | ||||
Operating expense: | ||||
Cost of goods sold | (4) | 49 | ||
Research and Development | 2,302 | 4,147 | ||
General and administrative | $ 2,919 | $ 5,842 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] - USD ($) | Feb. 09, 2022 | Jan. 16, 2022 |
Stock Options [Member] | Consultants [Member] | ||
Subsequent Event [Line Items] | ||
Number of options granted | 30,000 | |
Weighted-average exercise price per share | $ 0.52 | |
Vesting period | 1 year | |
Share based payment plan term | 10 years | |
Settled Litigation [Member] | iBio, Inc. v. Fraunhofer USA, Inc. [Member] | ||
Subsequent Event [Line Items] | ||
Payment received under the license agreement with FhUSA | $ 900,000 |