v3.24.3

Discontinued Operations | 12 Months Ended
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Jun. 30, 2024
Discontinued Operations |
Discontinued Operations | 3. Discontinued Operations On November 3, 2022, the Company announced it is seeking to divest its contract development and manufacturing organization (iBio CDMO) in order to complete its transformation into an antibody discovery and development company. In conjunction with the divestment, the Company commenced a workforce reduction of approximately 60% of the current Company staffing levels (a reduction of approximately 69 positions). The Company substantially completed the employee reduction by January 2, 2023. Through the process of seeking to divest its contract development and manufacturing organization, on February 10, 2023, the Company entered into an Auction Sale Agreement (the “Auction Sale Agreement”) with Holland Industrial Group, together with Federal Equipment Company and Capital Recovery Group LLC (collectively, the “Auctioneers”) for the sale at public auction of equipment and other tangible personal property (the “Equipment”) located at the Facility. The Auctioneers guaranteed an amount of gross proceeds from the sale of the equipment of $2.1 million, which was paid to the Company on February 17, 2023. The auction, which commenced on March 24, 2023 and concluded on March 30, 2023, resulted in total proceeds of approximately $2.9 million. In accordance with the Auction Sale Agreement, the Company received 80% of the excess proceeds, after Holland Industrial Group’s $0.2 million fee. Total proceeds received in fiscal year 2023 were approximately $2.6 million. On May 17, 2024, iBio CDMO entered into a purchase and sale agreement, dated as of May 17, 2024 (the “2024 Purchase and Sale Agreement”) with The Board of Regents of the Texas A&M University System (“The Board of Regents”) pursuant to which iBio CDMO agreed to terminate the Ground Lease Agreement, related to the Land and to sell to The Board of Regents the Property. Additionally, on May 17, 2024, iBio CDMO, the Company and Woodforest entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) which provided that iBio CDMO would pay to Woodforest the proceeds of the sale of the Property under the 2024 Purchase and Sale Agreement when received, determine in consultation with Woodforest the remaining balance due under the Credit Agreement (the “Indebtedness Deficiency Amount”) and thereafter the Company issued to Woodforest a pre-funded warrant (“Pre-Funded Warrant”). (See Note 14 – Debt for more information.) On May 31, 2024, in accordance with the terms of the Settlement Agreement in consideration of the payment in full of all Obligations (as such term is defined under the Credit Agreement (a) iBio CDMO paid to Woodforest (i) $8,500,000, which it received from the sale of the Property under the 2024 Purchase and Sale Agreement, and (ii) approximately $915,000 from restricted cash which had previously been held by Woodforest, and (b) the Company issued a Pre-Funded Warrant to purchase 1,560,570 shares of its common stock to Woodforest. The Pre-Funded Warrant expires upon full exercise thereof and is exercisable at a nominal exercise price equal to $0.0001 per share. Pursuant to the Settlement Agreement, the Credit Agreement, the Guaranty dated November 1, 2021 and the other Loan Documents (as defined in the Credit Agreement) were terminated and Woodforest released the Company and iBio CDMO from any and all claims, debts, liabilities or causes of action it may have against them prior to May 31, 2024, and the Company and iBio CDMO released Woodforest and its related parties from any and all claims, debts, liabilities or causes of action it may have against them prior to May 31, 2024. ​ The Company incurred pre-tax charges of approximately $1.9 million in fiscal year 2023 for the employee reduction which consisted of severance obligations, continuation of salaries and benefits over a 60-day transitional period during which impacted employees remained employed but were not expected to provide active service, and other customary employee benefit payments in connection with an employee reduction. The Company further recorded a charge in discontinued operations for approximately $35.7 million in fiscal year 2023, of which approximately $17.9 million was the result of a fixed asset impairment charge (see Note 11 – Fixed Assets for more information), approximately $4.9 million to write down inventory to its net realizable value, approximately $7.5 million of personnel costs including severance, approximately $0.9 million of interest related to the term note payable, and the balance related to operational costs related to winding down the CDMO business. ​ During fiscal year 2024, the Company recorded an additional fixed asset impairment charge of $3.1 million, a loss on the sale of the Facility of approximately $4.8 million and a gain on the extinguishment of debt of approximately $0.8 million in discontinued operations. (See Note 5 – Financial Instruments, Note 11 – Fixed Assets and Note 14 – Debt for more information.) ​ The results of iBio CDMO's operations are reported as discontinued operations for the years ended June 30, 2024 and 2023. In addition, those assets and liabilities associated with the discontinued operations of the CDMO that the Company intended to sell are classified as “held for sale” on the consolidated balance sheets as of June 30, 2024 and 2023. The Company has chosen not to segregate the cash flows of iBio CDMO in the consolidated statements of cash flows. Supplemental disclosures related to discontinued operations for the statements of cash flows have been provided below. Unless noted otherwise, discussion in the Notes to the Consolidated Financial Statements refers to the Company's continuing operations. ​ The following table presents a reconciliation of the major financial lines constituting the results of operations for discontinued operations to the loss from discontinued operations presented separately in the consolidated statements of operations (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years Ended June 30,
​ | ​ | 2024 | ​ | 2023
Revenues | ​ | $ | — | ​ | $ | 391
Cost of goods sold | ​ | ​ | — | ​ | ​ | 52
Gross profit | ​ | ​ | — | ​ | ​ | 339
Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​
Research and development | ​ | ​ | — | ​ | ​ | 6,344
General and administrative | ​ | ​ | 1,207 | ​ | ​ | 6,751
Fixed asset impairments | ​ | ​ | 3,100 | ​ | ​ | 17,900
Loss (gain) on sale of fixed assets | ​ | ​ | 4,816 | ​ | ​ | (773)
Inventory reserve | ​ | ​ | — | ​ | ​ | 4,915
Total operating expenses | ​ | ​ | 9,123 | ​ | ​ | 35,137
​ | ​ | ​ | ​ | ​ | ​ | ​
Other income (expenses): | ​ | ​ | ​ | ​ | ​ | ​
Interest expense - term note payable | ​ | ​ | (1,149) | ​ | ​ | (900)
Gain on extinguishment of debt | ​ | ​ | 808 | ​ | ​ | —
Other | ​ | ​ | — | ​ | ​ | (1)
Total other expenses | ​ | ​ | (341) | ​ | ​ | (901)
​ | ​ | ​ | ​ | ​ | ​ | ​
Loss from discontinued operations | ​ | $ | (9,464) | ​ | $ | (35,699)
​ The following table presents net carrying values related to the major classes of assets that were classified as held for sale at June 30, 2024 and 2023 (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | June 30,
​ | ​ | 2024 | ​ | 2023
Current assets: | ​ | ​ | ​ | ​ | ​ | ​
Operating lease right-of-use assets | ​ | $ | - | ​ | $ | 1,941
Property and equipment, net | ​ | ​ | - | ​ | ​ | 16,124
Total current assets | ​ | $ | - | ​ | $ | 18,065
​ | ​ | ​ | ​ | ​ | ​ | ​
Current liabilities: | ​ | ​ | ​ | ​ | ​ | ​
Operating lease obligation | ​ | $ | - | ​ | $ | 1,941
Total current liabilities | ​ | $ | - | ​ | $ | 1,941
​ ​ The following table presents the supplemental disclosures related to discontinued operations for the cash flows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years Ended June 30,
​ | ​ | 2024 | ​ | 2023
Depreciation expense | ​ | $ | — | ​ | $ | 273
Amortization of finance lease right-of-use assets | ​ | ​ | — | ​ | ​ | 20
Purchase of fixed assets | ​ | ​ | — | ​ | ​ | 1,542
Fixed asset impairments | ​ | ​ | 3,100 | ​ | ​ | 17,900
Loss on sale of fixed assets | ​ | ​ | 4,817 | ​ | ​ | —
Gain on extinguishment of debt | ​ | ​ | (808) | ​ | ​ | —
Payments of term note payable | ​ | ​ | (1,513) | ​ | ​ | —
Inventory reserve | ​ | ​ | — | ​ | ​ | 4,915
Sales proceeds of fixed assets | ​ | ​ | 50 | ​ | ​ | 2,600
Payment of finance lease obligation | ​ | ​ | — | ​ | ​ | 17
Investing non-cash transactions: | ​ | ​ | ​ | ​ | ​ | ​
Fixed assets included in accounts payable in prior period, paid in current period | ​ | ​ | — | ​ | ​ | 1,542
​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental cash flow information: | ​ | ​ | ​ | ​ | ​ | ​
Cash paid during the period for interest | ​ | ​ | 577 | ​ | ​ | 603
​

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