Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 23, 2021, the Board of Directors (the "Board") of iBio, Inc. (the
"Company") elected William D. (Chip) Clark as a Class III Director of the Board.
Mr. Clark was appointed to the Company's Audit Committee and Nominating and
Corporate Governance Committee of the Board. Each Class of directors stands for
re-election every three (3) years. Class III Directors are next up for election
at the Company's 2023 annual meeting of stockholders. Mr. Clark's term as a
director will continue until such time as his successor is duly elected and
qualified or until his earlier resignation or removal.
Mr. Clark will receive compensation that includes $40,000 in annual fees in cash
compensation, payable quarterly, and an additional $7,500 in annual fees in cash
compensation for service on the Company's Audit Committee and $4,000 in annual
fees in cash compensation for service on the Nominating and Corporate Governance
Committee of the Board, payable quarterly. In addition, on August 23, 2021 Mr.
Clark was granted a nonqualified stock option to purchase 100,000 shares of the
Company's common stock, par value $0.001 per share, to vest in equal monthly
installments over a 36 month period, issued pursuant to the iBio, Inc. 2020
Omnibus Equity Incentive Plan. Mr. Clark will enter into a stock option
agreement in connection with the option grant. A brief description of the
qualifications and experiences of Mr. Clark is below.
Mr. Clark has more than 30 years of biotechnology and pharmaceutical experience,
with a focus on business development, commercialization, strategic planning, and
general management. Since 2011, he has served as the President and Chief
Executive Officer of Nasdaq-listed biopharmaceutical company, Genocea
Biosciences, Inc. ("Genocea") . In that role, among other accomplishments, he
executed Genocea's successful strategic pivot from infectious disease to
immuno-oncology. Prior to joining Genocea, Mr. Clark was Chief Business Officer
at Vanda Pharmaceuticals Inc. ("Vanda"), a company he co-founded in 2004. There,
he played central roles in completing the company's 2006 Nasdaq initial public
offering and its 2009 out-licensing deal with Novartis Pharma AG, from which
Vanda received an upfront payment of $200 million, plus contingent additional
future milestone payments totaling up to $265 million. Previously, he was a
Principal at Care Capital, LLC, a venture capital firm investing in
biopharmaceutical companies. Earlier in his career, he spent 10 years at
SmithKline Beecham Corporation (now part of GlaxoSmithKline plc) in a variety of
business development roles. Mr. Clark holds an MBA from The Wharton School at
the University of Pennsylvania and a BA from Harvard University.
There are no family relationships between the above- named director and any
other director or executive officer of the Company, nor has any direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 26, 2021, the Company issued a press release announcing the
appointment of Mr. Clark. A copy of the press release is attached hereto as
Exhibit 99.1.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise
subject to the liabilities under that section and shall not be deemed
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language contained in such filing, unless otherwise expressly
stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits is furnished with this Current Report on Form 8-K:
Exhibit
Number Description
10.1 Director Offer Letter
99.1 Press Release issued by iBio, Inc. on August 26, 2021
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