Item 1.01. Entry into a Material Definitive Agreement.
On November 1, 2021, iBio, Inc. (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, each affiliates of
Eastern Capital Limited ("Bryan Capital" and, collectively with College Station,
"Seller") described in more detail below whereby in exchange for a certain cash
payment and a warrant to purchase shares of common stock, the Company:
(i) acquired the 130,000 square-foot cGMP manufacturing facility in Bryan, Texas
located at 8800 HSC Parkway, Bryan, Texas 77807 (the "Facility") where iBio
CDMO currently conducts business and the rights as the tenant in the
Facility's ground lease;
(ii) acquired all of the equity owned by Bryan Capital in the Company and iBio
CDMO; and
(iii) otherwise terminated all agreements between the Company and Seller.
The Facility is a Class 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 is
6.5% of the Fair Market Value (as defined in the Ground Lease Agreement ) of the
Property, which was $151,450 for the prior year. 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 (the
"Credit Agreement") pursuant to which Woodforest National Bank 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 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.
Security and Pledge Agreements, Guaranties and Deed of Trust
iBio CDMO also entered into a Security Agreement on November 1, 2021 with
Woodforest National Bank (the "Security Agreement") providing Woodforest
. . .
Item 1.02. Termination of a Material Definitive Agreement
As described above in "Item 1.01.-Entry into a Material Definitive Agreement" of
this Current Report on Form 8-K on November 1, 2021, the Sublease Agreement
between College Station and iBio CDMO dated January 13, 2016 was terminated. The
information set forth in "Item 1.01.-Entry into a Material Definitive Agreement"
of this Current Report on Form 8-K is incorporated by reference in its entirety
into this Item 1.02.
Item 2.01 Completion of a Material Definitive Agreement
As described above in "Item 1.01.-Entry into a Material Definitive Agreement" of
this Current Report on Form 8-K on November 1, 2021, the Purchaser acquired all
of Seller's s rights, title and interest as the tenant in the Ground Lease
Agreement and all of the Seller's rights, title and interest to any tangible
personal property owned by Seller and located on the Property including the
Facility. The total purchase price for the Property, the termination of the
Sublease and other agreements among the parties, and the equity described above
in "Item 1.01.-Entry into a Material Definitive Agreement" of this Current
Report on Form 8-K was $28,750,000, which was paid $28,000,000 in cash and by
the issuance to Seller of the Warrant described above in Item 1.01. 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
information set forth in "Item 1.01.-Entry into a Material Definitive Agreement"
of this Current Report on Form 8-K is incorporated by reference in its entirety
into this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The descriptions of the Purchase and Sale Agreement, the Credit Agreement, the
Guaranty, the Ground Lease Agreement and the Deed of Trust in "Item 1.01.-Entry
into a Material Definitive Agreement" of this Current Report on Form 8-K are
incorporated by reference in their entirety into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in "Item 1.01.-Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K is incorporated herein by
reference into this Item 3.02 in its entirety. The Term Note and the Warrant
were, and any shares of Common Stock issuable upon exercise of the Warrant will
be, issued in a transaction exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) thereof.
The Seller represented that it was an "accredited investor," as defined in
Regulation D, and was acquiring the securities described herein for investment
only and not with a view towards, or for resale in connection with, the public
sale or distribution thereof. Accordingly, the Term Note and Warrant and any
shares of Common Stock underlying the Warrant have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any
applicable state securities laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
4.1 Term Note of iBio CDMO LLC
Exhibit
4.2 iBio, Inc. Warrant
Exhibit Purchase and Sale Agreement, dated November 1, 2021, by and among
10.1 College Station Investors LLC, Bryan Capital Investors LLC, iBio CDMO
LLC and iBio, Inc.
Exhibit Equity Purchase Agreement dated November 1, 2021 by and between
10.2 Bryan Capital Investors LLC and iBio, Inc.
Exhibit Credit Agreement, dated November 1, 2021 by and, between iBio CDMO
10.3 LLC with Woodforest National Bank
Exhibit Guaranty Agreement, dated November 1, 2021, by iBio, Inc. for the
10.4 benefit of Woodforest National Bank
Exhibit Leasehold Deed of Trust, Assignment of Leases and Rents, Security
10.5 Agreement and UCC Financing Statement for Fixture Filing by iBio CDMO
LLC as grantor to the trustee for the benefit of Woodforest National
Bank
Exhibit Security Agreement, dated November 1, 2021by iBio CDMO LLC for the
10.6 benefit of Woodforest National Bank
Exhibit Environmental Indemnity Agreement, dated November 1, 2021 by iBio
10.7 CDMO LLC and iBio, Inc. in favor of Woodforest National Bank
Exhibit Ground Lease Agreement (included as Exhibit A to The Purchase and
10.8 Sale Agreement, dated November 1, 2021 by and among College Station
Investors LLC, Bryan Capital Investors LLC, iBio CDMO LLC and iBio,
Inc. filed as Exhibit 10.1 to this Current Report on Form 8-K)
Exhibit
99.1 Press Release dated November 3, 2021.
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