v3.24.3

Share-Based Compensation | 12 Months Ended
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Jun. 30, 2024
Share-Based Compensation |
Share-Based Compensation | 19. Share-Based Compensation The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years Ended June 30,
​ |  | 2024 |  | 2023
Research and development | ​ | $ | 234 | ​ | $ | 149
General and administrative | ​ |  | 1,741 | ​ |  | 2,714
Total | ​ | $ | 1,975 | ​ | $ | 2,863
​ In addition, share-based compensation expense included in loss from discontinued operations totaled approximately $62,000 and $1,528,000 for the years ended June 30, 2024 and 2023, respectively. Stock Options iBio, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”) On December 9, 2023, the Company adopted the 2023 Plan for employees, officers, directors and external service providers which is the successor to the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) and once approved became effective on January 1, 2024. The maximum number of shares of Common Stock reserved and available for issuance under the 2023 Plan is 1,200,000 shares (the “Limit”). In addition, such Limit shall automatically increase on January 1 of each calendar year commencing on January 1, 2025 and ending on (and including) January 1, 2033, by a number of shares of Common Stock equal to five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year; provided, however, that the Board may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of Common Stock, provided further that the Limit, as in effect at any time, shall be adjusted as a result of any reorganization, recapitalization, reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split or other similar change in the Company’s capital stock. The 2023 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 2023 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 and $1,500,000 for any non-executive chair of the Company’s Board should one be appointed. Notwithstanding the foregoing, the independent members of the Board may make exceptions to such limits in extraordinary circumstances. The term of the 2023 Plan will expire on the tenth anniversary of the date the Plan is approved by the stockholders. ​ Vesting of service awards are determined by the Board and stated in the award agreements. In general, vesting occurs ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at the time of grant. Vesting of performance awards occurs when the performance criteria is satisfied. The Company uses historical data to estimate forfeiture rates. Under the 2023 Plan, 29,700 common shares have been issued pursuant to past grants, 921,200 common shares are reserved for past grants, and the remaining 249,100 common are available for future grants as of June 30, 2024. ​ iBio, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) ​ On December 9, 2020, the Company adopted the 2020 Plan for employees, officers, directors and external service providers. The total number of shares of Common Stock reserved under the 2020 Plan is 64,000 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. Vesting of service awards is determined by the Board of Directors and stated in the award agreements. In general, vesting occurs ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at the time of grant. Vesting of performance awards occurs when the performance criteria is satisfied. The Company uses historical data to estimate forfeiture rates. Under the 2020 Plan, 23,219 common shares have been issued pursuant to past grants, 27,032 common shares are reserved for past grants, and the remaining 13,749 common shares will no longer be available for future grants as of June 30, 2024. ​ Issuances of stock options during the year ended June 30, 2024 were as follows: ​ During the first quarter of fiscal year 2024, the Company granted stock option agreements to various employees to purchase 23,650 shares of the Common Stock at an exercise price of $7.00 per share. During the fourth quarter of fiscal year 2024, the Company granted stock option agreements to various employees to purchase 83,300 shares of the Common Stock at exercise prices between $1.72 and $2.41 per share, which included a grant of 35,800 stock options at an exercise price of $1.72 per share to Felipe Duran, the Company’s Chief Financial Officer. ​ All of the above noted awards vest 25% after one year and then in equal quarterly installments over a 36-month period and expire on the tenth anniversary of the grant date. ​ During the fourth quarter of fiscal year 2024, the Board approved stock option agreements to various employees to purchase 402,300 shares of the Common Stock at an exercise price of $1.88 per share, which included a two separate grants to Dr. Brenner, the Company’s Chief Executive Officer, one of which was 110,000 stock options that vest in equal quarterly installments over three years and a second grant of 147,300 stock options that vest 25% after one year and then in equal quarterly installments over a 36-month period, and a grant to Mr. Duran of 90,000 stock options, which vest in equal quarterly installments over three years. ​ All of the above noted awards expire on the tenth anniversary of the grant date. ​ During the fourth quarter of fiscal year 2024, the Company granted stock option agreements to various consultants to purchase 399,000 shares of the Common Stock at an exercise price of $1.72 per share. The options vest in equal quarterly installments, over a period of 12 months and expire on the fifth anniversary of the grant date. ​ Issuances of stock options during the year ended June 30, 2023 were as follows: ​ During the first quarter of fiscal year 2023, the Company granted stock option agreements to various employees to purchase 15,193 shares of the Common Stock at exercise prices between $135.00 and $190.00 per share. The options vest 25% after one year and then in equal quarterly installments over a 36-month period and expire on the tenth anniversary of the grant date. During the first quarter of fiscal year 2023, the Company granted a stock option agreement to a consultant to purchase 200 shares of the Common Stock at an exercise price of $135.00 per share. The option vests in equal monthly installments, over a period of 12 months, starting after the second month and expire on the tenth anniversary of the grant date. During the third quarter of fiscal year 2023, the Company terminated the consultant’s services. As a result, none of the 200 shares pursuant to the stock option agreement were exercised and as such, all 200 shares were forfeited. The following table summarizes all stock option activity during the years ended June 30, 2024 and 2023: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | Weighted- |  | ​ | ​
​ | ​ | ​ | ​ | Weighted- | ​ | average | ​ | ​ | ​
​ | ​ | ​ | ​ | average | ​ | Remaining | ​ | Aggregate
​ | ​ | Stock | ​ | Exercise | ​ | Contractual | ​ | Intrinsic Value
​ |  | Options |  | Price |  | Term (in years) |  | (in thousands)
Outstanding as of July 1, 2022 |  | 30,708 | ​ | $ | 603.43 |  | 8.3 | ​ | $ | —
Granted |  | 15,375 | ​ | ​ | 141.17 |  | — | ​ |  | —
Exercised | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | —
Forfeited/expired |  | (31,465) | ​ | ​ | 479.67 |  | — | ​ |  | —
Outstanding as of June 30, 2023 |  | 14,618 | ​ | $ | 383.62 |  | 8.5 | ​ | $ | —
As of June 30, 2023, vested and expected to vest |  | 14,616 | ​ | $ | 383.64 |  | 8.5 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercisable as of June 30, 2023 |  | 4,790 | ​ | $ | 583.09 |  | 7.9 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding as of June 30, 2023 |  | 14,618 | ​ | $ | 383.62 |  | 8.5 | ​ | $ | —
Granted |  | 908,250 | ​ | ​ | 1.93 |  | — | ​ |  | —
Exercised | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | —
Forfeited/expired |  | (10,742) | ​ | ​ | 164.15 |  | — | ​ |  | —
Outstanding as of June 30, 2024 |  | 912,126 | ​ | $ | 6.14 |  | 7.6 | ​ | $ | 280
As of June 30, 2024, vested and expected to vest |  | 912,126 | ​ | $ | 6.14 | ​ | 7.6 | ​ | $ | 280
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercisable as of June 30, 2024 |  | 6,472 | ​ | $ | 459.08 |  | 7.2 | ​ | $ | —
​ ​ The following table summarizes information about options outstanding and exercisable at June 30, 2024: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Options Outstanding and Exercisable
​ | ​ | ​ | ​ | Weighted- | ​ | Weighted- | ​ | ​
​ | ​ | ​ | ​ | Average | ​ | Average | ​ | ​
​ | ​ | Number | ​ | Remaining Life | ​ | Exercise | ​ | Number
​ | ​ | Outstanding |  | In Years |  | Price |  | Exercisable
Exercise prices: |  |  |  |  |  | ​ |  |  |
$1.72 - $7.00 |  | 902,300 |  | 7.6 | ​ | $ | — |  | —
$140.00 - $210.00 |  | 4,681 |  | 8.0 | ​ | $ | 147.83 |  | 2,164
$347.00 - $520.50 | ​ | 1,191 | ​ | 7.2 | ​ | $ | 355.66 | ​ | 1,190
$530.00 - $795.00 | ​ | 3,554 | ​ | 6.8 | ​ | $ | 668.89 | ​ | 2,718
$1,025.00 - $1,537.50 | ​ | 400 | ​ | 6.3 | ​ | $ | 1,025.00 | ​ | 400
​ |  | 912,126 |  | 7.6 | ​ | $ | 459.08 |  | 6,472
​ ​ The total fair value of stock options that vested during 2024 and 2023 was approximately $1,644,000 and $4,828,000, respectively. No stock options were exercised during 2024 and 2023. As of June 30, 2024, there was approximately $2,223,000 of total unrecognized compensation cost related to non-vested stock options that the Company expects to recognize over a weighted-average period of 2.1 years. ​ The weighted-average grant date fair value of stock options granted during 2024 and 2023 was $1.90 and $126.05 per share, respectively. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 | ​ | 2023
Weighted-average risk-free interest rate | ​ | 4.44% - 4.83 | % | ​ | 3.21% - 3.61 | %
Dividend yield |  | 0 | % | ​ | 0 | %
Volatility |  | 157.77 - 266.94 | % | ​ | 115.52 - 116.93 | %
Expected term (in years) |  | 5 |  | ​ | 7 | ​
​ ​ The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $2.11 as of June 30, 2024 and $12.20 as of June 30, 2023, which would have been received by the option holders had all option holders exercised their options as of that date. Restricted Stock Units (“RSUs”): ​ Issuances of RSUs during the year ended June 30, 2024 were as follows: ​ On January 26, 2024, the Company issued RSUs to acquire 78,800 shares of common stock to various employees at a market value of $1.18 per share. The RSUs vest quarterly over a one-year period. The grant date fair value of the RSUs totaled approximately $93,000. ​ Issuances of RSUs during the year ended June 30, 2023 were as follows: On August 29, 2022, the Company issued RSUs to acquire 347 shares of common stock to various employees at a market value of $141.20 per share. The RSUs vest over a four-year period. The grant date fair value of the RSUs totaled approximately $49,000. ​ On November 10, 2022, as previously disclosed in relation to the Employment Agreement with Mr. Isett, the Company’s former CEO, dated April 30, 2021, the Company granted Mr. Isett RSUs to acquire 10,000 shares of Common Stock. The RSUs vest over a three-year period commencing April 30, 2021 provided the vesting is subject to the following performance conditions: (i) submission to the U.S. Food and Drug Administration (FDA) of an Investigational New Drug (IND) application, or alternatively, if the Board approves not to file an IND, (ii) consummation of a disposition of iBio CDMO, LLC, or (iii) out-licensing, with full global rights, any of its investigational product candidates prior to the submission to the FDA an IND application. The grant-date fair value of the RSUs totaled approximately $296,000. The performance conditions were not met and the RSUs did not vest. ​ On November 11, 2022, the Board of the Company granted Mr. Robert Lutz, the Company’s Chief Financial and Business Officer at the time, RSUs to acquire 5,002 shares of the Company’s Common Stock in exchange for Mr. Lutz’s agreement to continue employment with the Company through July 1, 2023. The RSUs vest the earlier of: (i) July 1, 2023, or (ii) the successful achievement of the Company’s 2023 objectives, as defined by the Board. The grant-date fair value of the RSUs totaled approximately $175,100. Mr. Lutz resigned from the Company and was no longer an employee of the Company effective February 10, 2023; accordingly, the RSUs did not vest. ​ On November 11, 2022, the Board of the Company granted Dr. Martin Brenner, the Company’s Chief Scientific Officer, RSUs to acquire 4,767 shares of the Company’s Common Stock in exchange for Dr. Brenner’s agreement to continue employment with the Company through July 1, 2023. The RSUs vest the earlier of: (i) July 1, 2023, or (ii) the successful achievement of the Company’s 2023 objectives, as defined by the Board. The grant-date fair value of the RSUs totaled approximately $167,000. On January 20, 2023, the Board of the Company appointed Dr. Brenner to the position of Interim Chief Executive Officer, effective immediately. Dr. Brenner was granted RSUs to acquire 6,500 shares of the Company’s Common Stock, which RSUs shall vest pro rata over a 12-month period, such vesting to terminate if Dr. Brenner is no longer the Company’s Interim Chief Executive Officer. The grant-date fair value of the RSUs totaled approximately $91,000. Upon appointment of Dr. Brenner to permanent Chief Executive Officer on June 22, 2023, 3,792 of the RSUs terminated and did not vest. On March 31, 2023, the Compensation Committee (the “Committee”) of the Board of the Company approved a special equity award program pursuant to which it awarded to its employees an aggregate of 11,250 RSUs under the Company’s 2020 Omnibus Equity Incentive Plan, as amended (the “Plan”), which awards included a grant of 2,500 and 1,875 restricted stock units to each of Dr. Brenner, and Felipe Duran, the Company’s Interim, Chief Financial Officer, respectively, vesting quarterly over 12 months commencing April 1, 2023. The grant-date fair value of the RSUs totaled approximately $468,000. On June 26, 2023, the Board of the Company granted Dr. Brenner RSUs to acquire 3,791 shares of the Company’s Common Stock, which RSUs shall vest pro rata over a seven-month period. The grant-date fair value of the RSUs totaled approximately $52,000. As of June 30, 2024, there was approximately $35,000 of total unrecognized compensation cost related to non-vested RSUs that the Company expects to recognize over a weighted-average period of 0.6 years.

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