iBio Inc. filed SEC Form 8-K: Leadership Update, Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Award Agreements
On July 2, 2024, the Company’s Board approved forms of award agreements to be used for the grant of stock options and restricted stock units to directors, executive officers, employees and consultants under the Company’s 2023 Plan (the “Award Agreements”). The Award Agreements were adopted in order to facilitate the Company’s grant of equity awards with a variety of terms and vesting criteria as permitted by the 2023 Plan. The forms of Award Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7.
The forms of Award Agreements include provisions that provide the following:
The exercise price of an option may be paid in any combination of: cash; check; by the delivery of shares of common stock then owned by the optionee (or by attestation of such ownership); or via cashless exercise.
If a participant’s employment or service to the Company is terminated, outstanding vested and unvested awards will be subject to the following treatment:
Reason for Termination | Effect on Awards |
Death or Disability | All outstanding awards will immediately vest |
For Cause Termination | All outstanding awards, whether or not vested, earned or exercisable, will be forfeited |
Voluntary Termination | Unvested, unearned or unexercisable awards will be forfeited. |
For Company non-employee directors, upon a Sale Event occurring during an optionee’s service to the Company, all outstanding awards will immediately vest.
For Company employees, upon termination of an optionee’s service to the Company on an involuntary basis without Cause (as defined in the Award Agreement) or on a voluntary basis with Good Reason (as defined in the Award Agreement) within twelve months following a Sale Event, all outstanding awards will immediately vest.
For Company officers, upon termination of an optionee’s service to the Company on an involuntary basis without Cause (as defined in the Award Agreement) one month prior or twelve months following a Sale Event or on a voluntary basis with Good Reason (as defined in the Award Agreement) within twelve months following a Sale Event, all outstanding awards will immediately vest.
The foregoing summary of the Award Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Award Agreements attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, and 10.7 and incorporated herein by reference.
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Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On July 2, 2024, the Company approved and adopted an updated Code of Business Conduct and Ethics (the “Code”), which applies to all directors, officers and employees of the Company. The Code supersedes the existing Code of Business Conduct and Ethics adopted by the Board.
The Code has been updated to modernize its language and structure, promote mitigation of risk with Company personnel, and better reflect changes in the Company’s day-to-day operations and work environment.
The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, attached hereto as Exhibit 14.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | Form of Non-Qualified Stock Option Agreement for employees under the iBio Omnibus Incentive Plan | |
10.5 | Form of Restricted Stock Unit Award Agreement for employees under the iBio Omnibus Incentive Plan | |
10.6 | Form of Incentive Stock Option Agreement for employees under the iBio Omnibus Incentive Plan | |
10.7 | Form of Incentive Stock Option Agreement for officers under the iBio Omnibus Incentive Plan | |
14.1 | ||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IBIO, INC. | ||
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Date: July 9, 2024 | By: | /s/ Marc Banjak |
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| Name: Marc Banjak |
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| Title: General Counsel and Corporate Secretary |
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