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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