v3.24.3

Share-Based Compensation | 3 Months Ended
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Sep. 30, 2024
Share-Based Compensation |
Share-Based Compensation | 17. Share-Based Compensation The following table summarizes the components of share-based compensation expense in the condensed consolidated statements of operations and comprehensive loss (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended
​ | ​ | September 30,
​ |  | 2024 |  | 2023
Research and development | ​ | $ | 11 | ​ | $ | 53
General and administrative | ​ |  | 404 | ​ |  | 709
Total | ​ | $ | 415 | ​ | $ | 762
​ In addition, share-based compensation expense included in loss from discontinued operations totaled approximately $3,000 for the three months ended September 30, 2023. ​ 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, 41,900 common shares have been issued pursuant to past grants, 915,250 common shares are reserved for past grants, and the remaining 242,850 common shares are available for future grants as of September 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 the Company’s Board of Directors 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 2020 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 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, 23,229 common shares have been issued pursuant to past exercises, 26,635 common shares are reserved for past grants, and the remaining 14,136 common shares will no longer be available for future grants as of September 30, 2024. Stock Option Issuances - 2023 Plan During the first quarter of fiscal year 2025, the Company granted stock option agreements under the 2023 Plan to two employees to purchase 7,500 shares of the Common Stock at an exercise prices between $1.92 and $2.21 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. Stock Option Issuance – Employment Inducement Grant During the first quarter of fiscal year 2025, the Company granted an employment inducement option agreement to an employee to purchase 15,000 shares of the Common Stock at an exercise price of $1.81 per share. The option vest 25% after one year and then in equal quarterly installments over a 36-month period and expires on the tenth anniversary of the grant date. Stock Option Issuance – Professional Service Fee Grant During the first quarter of fiscal year 2025, the Company granted a stock option agreement to a professional service vendor to purchase 20,000 shares of the Common Stock at an exercise price of $1.83 per share. The option vests in equal quarterly installments over twelve months and expires on the fith anniversary of the grant date. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: ​
​ | ​ | ​ | ​
​ |  | ​ |
Weighted-average risk-free interest rate | ​ | 3.57% - 4.17 | %
Dividend yield |  | 0 | %
Volatility |  | 247.86% - 248.81 | %
Expected term (in years) |  | 5 |
​ RSUs No RSUs were granted during the first quarter of fiscal year 2025. ​

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