Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Oct. 08, 2020 | Dec. 31, 2019 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | iBio, Inc. | ||
Entity Central Index Key | 0001420720 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Trading Symbol | IBIO | ||
Title of 12(b) Security | Common Stock | ||
Entity Common Stock, Shares Outstanding | 180,287,751 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 13,641,864 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Current assets: | ||
Cash | $ 55,112,000 | $ 4,421,000 |
Accounts receivable - trade | 75,000 | 97,000 |
Subscription receivable | 5,549,000 | 0 |
Work in progress | 798,000 | 0 |
Prepaid expenses and other current assets | 214,000 | 290,000 |
Total Current Assets | 61,748,000 | 4,808,000 |
Finance lease right-of-use assets, net of accumulated amortization | 27,616,000 | 0 |
Fixed assets, net of accumulated depreciation | 3,657,000 | 24,380,000 |
Intangible assets, net of accumulated amortization | 1,144,000 | 1,374,000 |
Security deposit | 24,000 | 24,000 |
Total Assets | 94,189,000 | 30,586,000 |
Current liabilities: | ||
Accounts payable (related party of $6 and $125 as of June 30, 2020 and 2019, respectively) | 1,759,000 | 1,001,000 |
Accrued expenses (related party of $705 and $699 as of June 30, 2020 and 2019, respectively) | 1,105,000 | 965,000 |
Note payable - PPP Loan - current portion | 261,000 | 0 |
Finance lease obligation - current portion | 301,000 | 0 |
Capital lease obligation - current portion | 0 | 213,000 |
Contract liabilities | 1,810,000 | 1,279,000 |
Total Current Liabilities | 5,236,000 | 3,458,000 |
Note payable - PPP Loan - net of current portion | 339,000 | 0 |
Finance lease obligation - non-current portion | 32,007,000 | 0 |
Capital lease obligation - net of current portion | 0 | 24,671,000 |
Total Liabilities | 37,582,000 | 28,129,000 |
Commitments and Contingencies | ||
iBio, Inc. Stockholders' Equity: | ||
Common stock - $0.001 par value; 275,000,000 shares authorized; 140,071,110 and 20,152,458 shares issued and outstanding as of June 30, 2020 and 2019, respectively | 140,000 | 20,000 |
Additional paid-in capital | 206,931,000 | 108,295,000 |
Accumulated other comprehensive loss | (33,000) | (31,000) |
Accumulated deficit | (150,420,000) | (105,821,000) |
Total iBio, Inc. Stockholders' Equity | 56,618,000 | 2,463,000 |
Noncontrolling interest | (11,000) | (6,000) |
Total Equity | 56,607,000 | 2,457,000 |
Total Liabilities and Equity | 94,189,000 | 30,586,000 |
Ibio CMO [Member] | ||
iBio, Inc. Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series A Preferred Stock [Member] | ||
iBio, Inc. Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
iBio, Inc. Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Preferred Stock [Member] | ||
iBio, Inc. Stockholders' Equity: | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Accounts payable, related parties | $ 6 | $ 125 |
Accrued expenses, related parties | $ 705 | $ 699 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 275,000,000 | 275,000,000 |
Common Stock, Shares, Issued | 140,071,110 | 20,152,458 |
Common Stock, Shares, Outstanding | 140,071,110 | 20,152,458 |
Ibio CMO [Member] | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 1 | 1 |
Preferred Stock, Shares Issued | 1 | 1 |
Preferred Stock, Shares Outstanding | 1 | 1 |
Series A Preferred Stock [Member] | ||
Preferred Stock, No Par Value | $ 1,000 | $ 1,000 |
Preferred Stock, Shares Authorized | 6,300 | 6,300 |
Preferred Stock, Shares Issued | 0 | 3,987 |
Preferred Stock, Shares Outstanding | 0 | 3,987 |
Series B Preferred Stock [Member] | ||
Preferred Stock, No Par Value | $ 1,000 | $ 1,000 |
Preferred Stock, Shares Authorized | 5,785 | 5,785 |
Preferred Stock, Shares Issued | 5,785 | 5,785 |
Preferred Stock, Shares Outstanding | 5,785 | 5,785 |
Series C Preferred Stock [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 |
Common Stock, Shares Authorized | 4,510 | 4,510 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Revenues | $ 1,638 | $ 2,018 |
Operating expenses: | ||
Research and development (related party of $97 and $954), net of grant income of $0 and $37 | 3,213 | 5,474 |
General and administrative (related party of $1,143 and $1,051) | 12,428 | 12,332 |
Total operating expenses | 15,641 | 17,806 |
Operating loss | (14,003) | (15,788) |
Other income (expense): | ||
Interest expense - related party | (2,466) | (1,900) |
Interest income | 15 | 75 |
Royalty income | 10 | 16 |
Total other income (expense) | (2,441) | (1,809) |
Consolidated net loss | (16,444) | (17,597) |
Net loss attributable to noncontrolling interest | 5 | 4 |
Net loss attributable to iBio, Inc. | (16,439) | (17,593) |
Deemed dividends - down round of Series A Preferred and Series B Preferred | (21,560) | 0 |
Preferred stock dividends - iBio CMO Preferred Tracking Stock | (261) | (260) |
Net loss available to iBio, Inc. | (38,260) | (17,853) |
Comprehensive loss: | ||
Consolidated net loss | (16,444) | (17,597) |
Other comprehensive loss - foreign currency translation adjustments | (2) | (1) |
Comprehensive loss | $ (16,446) | $ (17,598) |
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted | $ (0.61) | $ (0.94) |
Weighted-average common shares outstanding - basic and diluted | 62,795 | 18,926 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Operating expenses research and development, related party | $ 97 | $ 954 |
Revenue from Contract with Customer, Including Assessed Tax | 0 | 37 |
Operating expenses general and administrative, related party | $ 1,143 | $ 1,051 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Other Comprehensive Income (Loss) [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Jun. 30, 2018 | $ (30) | $ 0 | $ 16 | $ 104,408 | $ (88,228) | $ (2) | $ 16,164 |
Balance (in shares) at Jun. 30, 2018 | 12,000 | 16,040,000 | |||||
Effect of reverse stock split | 0 | $ 0 | $ 1 | 1,349 | 0 | 0 | 1,350 |
Sale of common stock (in shares) | 0 | 1,500,000 | |||||
Costs to raise capital | 0 | $ 0 | $ 0 | (159) | 0 | 0 | (159) |
Additional paid-in capital - capital contribution | 0 | 0 | 0 | 2,459 | 0 | 0 | 2,459 |
Conversion of preferred stock to common stock | 0 | $ 0 | $ 2 | (2) | 0 | 0 | 0 |
Conversion of preferred stock to common stock (in shares) | (2,000) | 2,470,000 | |||||
Issuance of common stock to underwriters | 0 | $ 0 | $ 1 | (1) | 0 | 0 | 0 |
Issuance of common stock to underwriters (in shares) | 0 | 142,000 | |||||
Share-based compensation | 0 | $ 0 | $ 0 | 241 | 0 | 0 | 241 |
Foreign currency translation adjustment | (1) | 0 | 0 | 0 | 0 | 0 | (1) |
Net loss | 0 | 0 | 0 | 0 | (17,593) | (4) | (17,597) |
Balance at Jun. 30, 2019 | (31) | $ 0 | $ 20 | 108,295 | (105,821) | (6) | 2,457 |
Balance (in shares) at Jun. 30, 2019 | 10,000 | 20,152,000 | |||||
Sale of common stock | 0 | $ 0 | $ 40 | 68,045 | 0 | 0 | 68,085 |
Sale of common stock (in shares) | 5,000 | 40,025,000 | |||||
Warrant exchange and deemed dividend | 0 | $ 0 | $ 15 | 3,285 | (6,600) | 0 | (3,300) |
Warrant exchange and deemed dividend (in shares) | 0 | 15,000,000 | |||||
Costs to raise capital | 0 | $ 0 | $ 0 | (2,342) | 0 | 0 | (2,342) |
Compensation shares | 0 | $ 0 | $ 1 | (1) | 0 | 0 | 0 |
Compensation shares (in shares) | 0 | 1,316,000 | |||||
Exercise of warrants | 0 | $ 0 | $ 35 | 7,600 | 0 | 0 | 7,635 |
Exercise of warrants (in shares) | 0 | 35,000,000 | |||||
Exercise of stock options | 0 | $ 0 | $ 0 | 130 | 0 | 0 | $ 130 |
Exercise of stock options (in shares) | 0 | 140,000 | 139,392 | ||||
Deemed dividends - down round of Series A Preferred and Series B Preferred | 0 | $ 0 | $ 0 | 21,560 | (21,560) | 0 | $ 0 |
Conversion of preferred stock to common stock | 0 | $ 0 | $ 29 | (29) | 0 | 0 | 0 |
Conversion of preferred stock to common stock (in shares) | (9,000) | 28,438,000 | |||||
Share-based compensation | 0 | $ 0 | $ 0 | 388 | 0 | 0 | 388 |
Foreign currency translation adjustment | (2) | 0 | 0 | 0 | 0 | 0 | (2) |
Net loss | 0 | 0 | 0 | 0 | (16,439) | (5) | (16,444) |
Balance at Jun. 30, 2020 | $ (33) | $ 0 | $ 140 | $ 206,931 | $ (150,420) | $ (11) | $ 56,607 |
Balance (in shares) at Jun. 30, 2020 | 6,000 | 140,071,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (16,444,000) | $ (17,597,000) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ||
Share-based compensation | 388,000 | 241,000 |
Amortization of intangible assets | 298,000 | 322,000 |
Amortization of finance lease right-of-use assets | 1,661,000 | 0 |
Depreciation of fixed assets | 282,000 | 1,427,000 |
Write-off of fixed assets | 0 | 179,000 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | 22,000 | (22,000) |
Work in process | (798,000) | 0 |
Prepaid expenses and other current assets | 77,000 | (15,000) |
Security deposit | 0 | 1,000 |
Accounts payable | 498,000 | 292,000 |
Accrued expenses | 140,000 | (82,000) |
Contract liabilities | 531,000 | 1,279,000 |
Net cash used in operating activities | (13,345,000) | (13,975,000) |
Cash flows from investing activities: | ||
Additions to intangible assets | (76,000) | (70,000) |
Purchases of fixed assets | (1,078,000) | (920,000) |
Net cash used in investing activities | (1,154,000) | (990,000) |
Cash flows from financing activities: | ||
Proceeds from sales of preferred and common stock | 62,363,000 | 1,350,000 |
Proceeds from the exercise of warrants | 6,330,000 | 0 |
Proceeds from the exercise of stock options | 130,000 | 0 |
Costs to raise capital and warrant exchange | (2,170,000) | (159,000) |
Proceeds from PPP Loan | 600,000 | 0 |
Payments of notes payable - warrant exchange | (1,995,000) | 0 |
Payment of finance/capital lease obligation | (66,000) | (197,000) |
Proceeds from capital contribution | 0 | 2,459,000 |
Net cash provided by financing activities | 65,192,000 | 3,453,000 |
Effect of exchange rate changes | (2,000) | (1,000) |
Net increase (decrease) in cash | 50,691,000 | (11,513,000) |
Cash - beginning of year | 4,421,000 | 4,421,000 |
Cash - end of year | 55,112,000 | 4,421,000 |
Schedule of non-cash activities: | ||
Increase in ROU assets under ASC 842 | 7,489,000 | 0 |
Subscription receivable for capital raise | 5,549,000 | 0 |
Costs related to subscription receivable (which is net of costs) | 172,000 | 0 |
Deemed dividends - down round of Series A Preferred and Series B Preferred | 21,560,000 | 0 |
Deemed dividend - non-cash warrant exchange | 6,600,000 | 0 |
Issuances of common stock under warrant exchange | 3,300,000 | 0 |
Issuances of notes payable under warrant exchange | 3,300,000 | 0 |
Cashless exercise of warrants reducing balance owed for notes payable - warrant exchange | 1,305,000 | 0 |
Unpaid intangible assets included in accounts payable | 0 | 8,000 |
Intangible assets included in accounts payable in prior period, paid in current period | 8,000 | 2,000 |
Unpaid fixed assets included in accounts payable | 268,000 | 14,000 |
Fixed assets included in accounts payable in prior period, paid in current period | 0 | 84,000 |
Conversion of preferred stock shares into common stock shares | 29,000 | 2,000 |
Compensation shares | 1,000 | 0 |
Supplemental cash flow information: | ||
Cash paid during the year for interest | $ 2,372,000 | $ 1,903,000 |
Nature of Business
Nature of Business | 12 Months Ended |
Jun. 30, 2020 | |
Nature of Business | |
Nature of Business | 1. Nature of Business We are a biotechnology company and biologics contract development and manufacturing organization (“CDMO”). We apply our licensed and owned technologies to develop novel products to fight fibrotic diseases, cancers, and infectious diseases. We use our FastPharming ® Development and Manufacturing System to increase “speed-to-clinic” for new candidates. We are also using the FastPharming System to create proteins and bioinks for research and further manufacturing uses in a variety of research and development (“R&D”) applications, including 3D-bioprinting. In addition, we make the FastPharming System available to clients on a fee-for-service basis for the production of proteins. During the year ended June 30, 2020, we operated in two segments: (i) our CDMO segment, operated via our subsidiary iBio CDMO LLC (“iBio CDMO”), and (ii) our biologics development and licensing activities, conducted within iBio, Inc. In the past, our primary focus was the CDMO business, pursuant to which iBio CDMO provided manufacturing services to collaborators and third-party customers as well as to us, for our own product development purposes. However, during the second half of 2020 and subsequent to year end, we shifted our primary focus to our biologics development programs, including new vaccines and therapeutics. Our current platforms and programs include: (i) CDMO services using our licensed and owned FastPharming Technologies and Glycaneering TM Services; (ii) the development of therapeutics, for which we intend to conduct preclinical and clinical trials; (iii) the development of vaccines, for which we intend to conduct preclinical and clinical trials, and (iv) the production of proteins for research and further manufacturing use in 3D-bioprinting and other applications. We are developing a portfolio of technologies, products, and services driven by the following platforms and programs, which we intend to use individually, and in combination: · CDMO Services o Process development and manufacturing of protein products in hydroponically-grown, transiently-transfected plants, (typically Nicotiana benthamiana, a relative of the tobacco plant) using our proprietary expression technologies, Glycaneering Services, and production know-how (the FastPharming System), deployed in our 130,000 square-foot manufacturing facility in Bryan, Texas. o “Factory Solutions” for the clients who seek to insource biologics manufacturing using the FastPharming System and instead of outsourcing production to iBio CDMO. · Therapeutics o Treatments for fibrotic diseases, including a fusion of the endostatin-derived E4 antifibrotic peptide to the hinge and heavy chain of human IgG1 (“IBIO-100”, formerly described as “CFB-03”) for systemic scleroderma (for which we have received orphan drug designation), idiopathic pulmonary fibrosis, and related conditions. o An ACE2-Fc fusion protein as a treatment for COVID-19 and, prospectively, other diseases emanating from the Coronaviridae family, in-licensed from Planet Biotechnology, Inc. · Vaccines o A novel virus-like particle antigen being designed for use in a vaccine candidate targeting the SARS-CoV-2 virus (“IBIO-200”). o The lichenase (“ LicK M TM ”)-subunit vaccine for COVID-19 (“IBIO-201”). o An E2 antigen, in combination with a selected adjuvant, for vaccination of pigs against classical swine fever (“IBIO-400”). · Research & Bioprocess Products o Protein scaffolds for use as bioinks in the development of 3D-bioprinted tissues and organs. o Cytokines and growth factors for cell culture applications. o Biomaterials for a range of life science research, development, and bioprocessing applications. Our Platforms and Programs CDMO Services Our contract development and manufacturing services include: Process Development Feasibility assessment and development of manufacturing processes using the FastPharming Technology for optimized gene expression and purification parameters to meet client specifications for their active pharmaceutical ingredients (“APIs”). Product optimization via our Glycaneering Services that may be used to enhance the quality and performance of therapeutic proteins via plant-based glycosylation controls. Manufacturing Biologics production using the FastPharming System to deliver custom biologics for clinical trials. Fill / Finish Aseptic vial and bottle filling and finishing services with in-line labelling that provides serialization capability for greater quality assurance. BioAnalytics Method development and validation with expertise in protein characterization using mass spectrometry. iBio was established as a public company in August 2008 as the result of a spinoff from Integrated BioPharma, Inc and operates in two business segments. iBio’s wholly-owned and majority-owned subsidiaries as follows: iBio CDMO (originally named iBio CMO LLC) – iBio CDMO is a Delaware limited liability company formed on December 16, 2015 as iBio CMO, LLC to develop and manufacture plant-made pharmaceuticals and provide related services to clients. Effective July 1, 2017, iBio CMO changed its name to iBio CDMO. As of December 31, 2015, the Company owned 100% of iBio CDMO. On January 13, 2016, the Company entered into a contract manufacturing joint venture with an affiliate of Eastern Capital Limited (“Eastern”), a stockholder of the Company (the “Eastern Affiliate”). The Eastern Affiliate contributed $15 million in cash for a 30% interest in iBio CDMO. The Company retained a 70% interest in iBio CDMO and contributed a royalty-bearing license which grants iBio CDMO a non-exclusive license to use the Company’s proprietary technologies for research purposes and an exclusive U.S. license for manufacturing purposes. The Company retained the exclusive right to grant product licenses to those who wish to sell or distribute products made using the Company’s technologies. On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate, pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate in exchange for one share of the Company’s iBio CMO Preferred Tracking Stock, par value $0.001 per share. After giving effect to the transaction, the Company owns 99.99% of iBio CDMO. See Note 14 - Stockholders' Equity for a further discussion. At any time, at our election or the election of the Eastern Affiliate, the outstanding share of iBio CMO Preferred Tracking Stock may be exchanged for 29,990,000 units of limited liability company interests of iBio CDMO. Following such exchange, we would own a 70% interest in iBio CDMO and the Eastern Affiliate would own a 30% interest. iBio CDMO’s operations take place in Bryan, Texas in a facility controlled by another affiliate of Eastern (the “Second Eastern Affiliate”) as sublandlord. The facility is a 130,000‑square foot Class A life sciences building located on land owned by the Texas A&M system, designed and equipped for plant-made manufacture of biopharmaceuticals. The Second Eastern Affiliate granted iBio CDMO a 34-year lease (the “Sublease”) for the facility as well as certain equipment (see Note 13 – Finance Lease Obligations). iBio CDMO commenced commercial operations in January 2016. iBio CDMO expects to operate on the basis of three parallel lines of business: (1) Development and manufacturing of third-party products; (2) Development and production of iBio’s proprietary products; and (3) Commercial technology transfer services including facility design, as needed. IBIO DO BRASIL BIOFARMACÊUTICA LTDA (“iBio Brazil”) – iBio Brazil is a subsidiary organized in Brazil in which the Company has a 99% interest. iBio Brazil was formed to manage and expand the Company’s business activities in Brazil. The activities of iBio Brazil are intended to include coordination and expansion of the Company’s existing relationship with Fundacao Oswaldo Cruz/Fiocruz (“Fiocruz”) beyond the Yellow Fever Vaccine program (see Note 9 - Significant Vendors) and development of additional products with private sector participants for the Brazilian market. iBio Brazil commenced operations during the first quarter of the fiscal year ended June 30, 2015. iBio Manufacturing LLC (“iBio Manufacturing”) – iBio Manufacturing, a wholly-owned subsidiary, is a Delaware limited liability company formed in November 2015. iBio Manufacturing has not commenced any activities to date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include liquidity assertions, the valuation of intellectual property, legal and contractual contingencies and share-based compensation. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. At June 30, 2020 and 2019, the Company determined that an allowance for doubtful accounts was not needed. Revenue Recognition The Company accounts for its revenue recognition under Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”) and other associated standards. Under this new standard, the Company recognizes revenue when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The Company’s contract revenue consists primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzes its agreements to determine whether the elements can be separated and accounted for individually or as a single unit of accounting. Allocation of revenue to individual elements that qualify for separate accounting is based on the separate selling prices determined for each component, and total contract consideration is then allocated pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors. In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied. The nature of the Company’s contracts with customers generally fall within the three key elements of the Company’s business plan: CDMO Facility Activities; Product Candidate Pipeline, and Facility Design and Build-out / Technology Transfer services. Recognition of revenue is driven by satisfaction of the performance obligations using one of two methods: revenue is either recognized over time or at a point in time. Contracts containing multiple performance obligations classify those performance obligations into separate units of accounting either as standalone or combined units of accounting. For those performance obligations treated as a standalone unit of accounting, revenue is generally recognized based on the method appropriate for each standalone unit. For those performance obligations treated as a combined unit of accounting, revenue is generally recognized as the performance obligations are satisfied, which generally occurs when control of the goods or services have been transferred to the customer or client or once the client or customer is able to direct the use of those goods and / or services as well as obtaining substantially all of its benefits. As such, revenue for a combined unit of accounting is generally recognized based on the method appropriate for the last delivered item but due to the specific nature of certain project and contract items, management may determine an alternative revenue recognition method as appropriate, such as a contract whereby one deliverable in the arrangement clearly comprises the overwhelming majority of the value of the overall combined unit of accounting. Under this circumstance, management may determine revenue recognition for the combined unit of accounting based on the revenue recognition guidance otherwise applicable to the predominant deliverable. The Company generates (or may generate in the future) contract revenue under the following types of contracts: Fixed-Fee Under a fixed-fee contract, the Company charges a fixed agreed upon amount for a deliverable. Fixed-fee contracts have fixed deliverables upon completion of the project. Typically, the Company recognizes revenue for fixed-fee contracts after projects are completed, delivery is made and title transfers to the customer, and collection is reasonably assured. Revenue can be recognized either 1) over time or 2) at a point in time. In 2020, $147,000 was recognized over time and $1,491,000 was recognized at a point in time. The comparative amounts for 2019 were $1,848,000 recognized over time and $170,000 recognized at a point in time. Time and Materials Under a time and materials contract, the Company charges customers an hourly rate plus reimbursement for other project specific costs. The Company recognizes revenue for time and material contracts based on the number of hours devoted to the project multiplied by the customer’s billing rate plus other project specific costs incurred. Grant Income Grants are recognized as income when all conditions of such grants are fulfilled or there is a reasonable assurance that they will be fulfilled. Grant income is classified as a reduction of research and development expenses. In 2020 and 2019, grant income amounted to approximately $0 and $37,000, respectively. Contract Assets A contract asset is an entity's right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. Generally, an entity will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. Contract assets consist primarily of the cost of project contract work performed by third parties whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both June 30, 2020 and 2019, contract assets were $0. Contract Liabilities A contract liability is an entity’s obligation to transfer goods or services to a customer at the earlier of (1) when the customer prepays consideration or (2) the time that the customer’s consideration is due for goods and services the entity will yet provide. Generally, an entity will recognize a contract liability when it receives a prepayment. Contract liabilities consist primarily of consideration received, usually in the form of payment, on project work to be performed whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both June 30, 2020 and 2019, contract liabilities were $1,810,000 and $1,279,000, respectively. The Company recognized revenue of $1,279,000 in 2020 that was included in the contract liabilities balance as of June 30, 2019. Leases Effective July 1, 2019, the Company adopted ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”) (“ASC 842”) and other associated standards using the modified retrospective approach for all leases entered into before the effective date. The new standard establishes a right-of-use (“ROU”) model requiring a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classified as either an operating or finance lease. The adoption of ASC 842 had a significant effect on the Company’s balance sheet, resulting in an increase in non-current assets and both current and non-current liabilities. The adoption of ASC 842 had no impact on retained earnings as the assets recognized under the Sublease and the associated lease obligation were accounted for as a capital lease under Topic 840. The Company did not have any operating leases, therefore there was no change in accounting treatment required. For comparability purposes, the Company will continue to comply with prior disclosure requirements in accordance with the then existing lease guidance under Topic 840 as prior periods have not been restated. As the Company elected to adopt ASC 842 at the beginning of the period of adoption, the Company recorded the ROU and finance lease obligation as follows: 1. ROU measured at the carrying amount of the leased assets under Topic 840. 2. Finance lease liability measured at the carrying amount of the capital lease obligation under Topic 840 at the beginning of the period of adoption. The Company elected the package of practical expedients as permitted under the transition guidance, which allowed it: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases. In accordance with ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration and to account for the lease and non-lease components as a single lease component. The lease liability and the corresponding ROU assets were recorded based on the present value of lease payments over the expected remaining lease term. The implicit rate within our capital lease was determinable and, therefore, used at the adoption date of ASC 842 to determine the present value of lease payments under the finance lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered unless it is reasonably certain we will not exercise the option. For periods prior to the adoption of ASC 842, the Company recorded interest expense based on the amortization of the capital lease obligation. The expense recognition for finance leases under Topic 842 is substantially consistent with prior guidance for capital leases. As a result, there are no significant differences in our results of operations presented. The impact of the adoption of ASC 842 on the balance sheet was (in thousands): As reported Balance June 30, Adoption of July 1, 2019 ASC 842 2019 Finance lease right-of-use assets $ — $ 7,489 $ 7,489 Total assets $ 30,586 $ 7,489 $ 38,075 Finance lease obligation - current portion $ 213 $ (141) $ 72 Finance lease obligation - net of current portion $ 24,671 $ 7,630 $ 32,301 Total liabilities $ 28,129 $ 7,489 $ 35,618 Total liabilities and stockholders’ equity $ 30,586 $ 7,489 $ 38,075 The impact of the adoption of ASC 842 on the Statement of Operations for the year ended June 30, 2020 was (in thousands): Prior to Adoption of Adoption ASC 842 Balance Total revenues $ 1,638 $ — $ 1,638 Operating expenses $ 15,171 $ 470 (1) $ 15,641 Operating loss $ (13,533) $ (470) $ (14,003) Other income (expense) $ (1,860) $ (581) (2) $ (2,441) Consolidated net loss $ (15,393) $ (1,051) $ (16,444) (1) Excess of the amortization of finance lease ROU’s over the depreciation of capital lease assets that would have occurred under ASC 840. (2) Excess of the interest expense related to the finance lease obligation over the interest expense of the capital lease obligation that would have been incurred under ASC 840. Work in Process Work in process consists primarily of the cost of labor and other overhead incurred on contracts that have not been completed. Work in process amounted to $798,000 and $0 as of June 30, 2020 and 2019, respectively. Research and Development The Company accounts for research and development costs in accordance with the FASB ASC 730‑10, “ Research and Development ” (“ASC 730‑10”). Under ASC 730‑10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Right-of-Use Assets Assets held under the terms of finance (capital) leases are amortized on a straight-line basis over the terms of the leases or the economic lives of the assets. Obligations for future lease payments under finance (capital) leases are shown within liabilities and are analyzed between amounts falling due within and after one year. See Note 6 - Finance Lease ROU’s and Note 13 - Finance Lease Obligation for additional information. Fixed Assets Fixed assets are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three to fifteen years. Intangible Assets The Company accounts for intangible assets at their historical cost and records amortization utilizing the straight-line method based upon their estimated useful lives. Patents are amortized over a period of 10 years and other intellectual property is amortized over a period from 16 to 23 years. The Company reviews the carrying value of its intangible assets for impairment whenever events or changes in business circumstances indicate the carrying amount of such assets may not be fully recoverable. Evaluating for impairment requires judgment, and recoverability is assessed by comparing the projected undiscounted net cash flows of the assets over the remaining useful life to the carrying amount. Impairments, if any, are based on the excess of the carrying amount over the fair value of the assets. There were no impairment charges for the years ended June 30, 2020 and 2019. Foreign Currency The Company accounts for foreign currency translation pursuant to FASB ASC 830, “ Foreign Currency Matters .” The functional currency of iBio Brazil is the Brazilian Real. Under FASB ASC 830, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. All transaction gains and losses from the measurement of monetary balance sheet items denominated in Reals are reflected in the statement of operations as appropriate. Translation adjustments are included in accumulated other comprehensive loss. For both 2020 and 2019, any translation adjustments were considered immaterial and did not have a significant impact on the Company's consolidated financial statements. Share-based Compensation The Company recognizes the cost of all share-based payment transactions at fair value. Compensation cost, measured by the fair value of the equity instruments issued, adjusted for estimated forfeitures, is recognized in the financial statements as the respective awards are earned over the performance period. The Company uses historical data to estimate forfeiture rates. The impact that share-based payment awards will have on the Company’s results of operations is a function of the number of shares awarded, the trading price of the Company’s stock at the date of grant or modification, the vesting schedule and forfeitures. Furthermore, the application of the Black-Scholes option pricing model employs weighted-average assumptions for expected volatility of the Company’s stock, expected term until exercise of the options, the risk-free interest rate, and dividends, if any, to determine fair value. Expected volatility is based on historical volatility of the Company’s common stock; the expected term until exercise represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company has not paid any dividends since its inception and does not anticipate paying any dividends for the foreseeable future, so the dividend yield is assumed to be zero. In addition, the Company estimates forfeitures at each reporting period rather than electing to record the impact of such forfeitures as they occur. See Note 16 – Share-Based Compensation for additional information. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2020 and 2019. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as income tax expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during 2020 and 2019. Concentrations of Credit Risk Cash The Company maintains principally all cash balances in one financial institution which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the strength of the financial institution. The Company has not incurred any losses on these accounts. At June 30, 2020 and 2019, amounts in excess of insured limits were approximately $54,680,000 and $3,924,000, respectively. Revenue CC-Pharming accounted for approximately 77% and 92% of revenues in 2020 and 2019, respectively. Disclosure of Prior Period Financial Statement Error In connection with the preparation of our consolidated financial statements, the Company identified an error related to the omission from the financial statements for the three and nine months ended March 31, 2020 of a sale of shares of common stock under its equity distribution agreement that was initiated during the period ended March 31, 2020 but which settled subsequent to the end of the quarter. We note that this sale of shares was disclosed in the notes section of the Form 10-Q for the third quarter of fiscal year 2020. The Company assessed the materiality of this error in accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” both quantitatively and qualitatively and determined that restatement was not required for the period, but has elected to correct the error in light of its impact on its balance sheet. Accordingly, the Company has revised previously reported financial information for such error, as previously disclosed in our Quarterly Report on Form 10-Q for the third quarter of fiscal 2020. A summary of revisions to certain previously reported financial information presented herein for comparative purposes is included in Note 24. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Jun. 30, 2020 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | 4. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “ Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ”, which amended the effective date of the various topics. As the Company is a smaller reporting company, the provisions of ASU 2016-13 and the related amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 (quarter ending September 30, 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption. Effective July 1, 2018, the Company adopted ASU 2017‑09, " Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting" (“ASU 2017‑09") which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 did not have a significant impact on the Company's consolidated financial statements. Effective April 1, 2018, the Company adopted ASU 2017‑11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815)" (“ASU 2017‑11”). The amendments in Part I of ASU 2017‑11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with ASC 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in ASC 470‑20, “ Debt—Debt with Conversion and Other Options ”), including related EPS guidance (in ASC 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of ASC 480 that now are presented as pending content in the codification, to a scope exception. Those amendments do not have an accounting effect. As a result of the adoption of ASU 2017‑11, the Company classified the proceeds received from the sale of its preferred stock as equity (see Note 14 – Stockholders’ Equity). Effective July 1, 2019, the Company adopted ASU 2018-07, “ Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ” (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The adoption of ASU 2018-07 did not have a significant impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes ” (“ASU 2019-12”) to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of U.S. GAAP. The guidance is effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2020 (quarter ending September 30, 2021 for the Company), with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impact of ASU 2019-12 on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. Most of the newer standards issued represent technical corrections to the accounting literature or application to specific industries which have no effect on the Company’s consolidated financial statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 12 Months Ended |
Jun. 30, 2020 | |
Financial Instruments and Fair Value Measurement | |
Financial Instruments and Fair Value Measurement | 5. Financial Instruments and Fair Value Measurement The carrying values of cash, accounts receivable and accounts payable in the Company’s consolidated balance sheets approximated their fair values as of June 30, 2020 and 2019 due to their short-term nature. The carrying values of the finance (capital) lease obligation approximated its fair value at June 30, 2020 and 2019 as the interest rate used to discount the lease payments approximated market. |
Finance Lease ROU's
Finance Lease ROU's | 12 Months Ended |
Jun. 30, 2020 | |
Finance Lease ROU's | |
Finance Lease ROU's | 6. Finance Lease ROU's As discussed above, the Company adopted ASC 842 effective July 1, 2019 using the modified retrospective approach for all leases entered into before the effective date. iBio CDMO is leasing its facility in Bryan, Texas as well as certain equipment from the Second Eastern Affiliate under the Sublease. See Note 13 – Finance Lease Obligation for more details of the terms of the Sublease. The economic substance of the Sublease is that the Company is financing the acquisition of the facility and equipment. As the Sublease involves real estate and equipment, the Company separated the equipment component and accounted for the facility and equipment as if each was leased separately. The following table summarizes by category the gross carrying value and accumulated amortization of finance lease ROU (in thousands): June 30, June 30, 2020 2019 ROU - Facility $ 25,761 $ — ROU - Equipment 7,728 — 33,489 — Accumulated amortization (5,873) — Net finance lease ROU $ 27,616 $ — Amortization expense was approximately $1,661,000 for the year in 2020. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Jun. 30, 2020 | |
Fixed Assets | |
Fixed Assets | 7. Fixed Assets As discussed above, the Company adopted ASC 842. As such, assets formerly classified as “under capital lease” are now classified as finance lease ROU assets. See Note 6 – Finance Lease ROU’s above. The following table summarizes by category the gross carrying value and accumulated depreciation of fixed assets (in thousands): June 30, June 30, 2020 2019 Facility improvements $ 1,465 $ 1,449 Medical equipment 1,760 1,260 Office equipment and software 398 231 Construction in progress 787 138 Facility under capital lease — 20,000 Equipment under capital lease — 6,000 4,410 29,078 Accumulated depreciation – assets under capital lease — (4,212) Accumulated depreciation (753) (486) Net fixed assets $ 3,657 $ 24,380 Depreciation expense was approximately $282,000 and $1,427,000 in 2020 and 2019, respectively. In addition, $179,000 of fixed assets were written off in 2019 related to items previously capitalized that have subsequently been removed from service and were included in general and administrative expenses. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2020 | |
Intangible Assets | |
Intangible Assets | 8. Intangible Assets The Company has two categories of intangible assets – intellectual property and patents. Intellectual property consists of all technology, know-how, data, and protocols for producing targeted proteins in plants and related to any products and product formulations for pharmaceutical uses and for other applications. Intellectual property includes, but is not limited to, certain technology for the development and manufacture of novel vaccines and therapeutics for humans and certain veterinary applications acquired in December 2003 from Fraunhofer USA Inc., acting through its Center for Molecular Biotechnology ("Fraunhofer"), pursuant to a Technology Transfer Agreement, as amended (the "TTA"). The Company designates such technology further developed and acquired from Fraunhofer as iBioLaunch ™ or LicKM ™ or FastPharming ® technology. The value on the Company’s books attributed to patents owned or controlled by the Company is based only on payments for services and fees related to the protection of the Company’s patent portfolio. The intellectual property also includes certain trademarks. In January 2014, the Company entered into a license agreement with a U.S. university whereby iBio acquired exclusive worldwide rights to certain issued and pending patents covering specific candidate products for the treatment of fibrosis (the "Licensed Technology"). The license agreement provides for payment by the Company of a license issue fee, annual license maintenance fees, reimbursement of prior patent costs incurred by the university, payment of a milestone payment upon regulatory approval for sale of a first product, and annual royalties on product sales. In addition, the Company has agreed to meet certain diligence milestones related to product development benchmarks. As part of its commitment to the diligence milestones, the Company successfully commenced production of a plant-made peptide comprising the Licensed Technology before March 31, 2014. The next milestone – filing a New Drug Application with the FDA or foreign equivalent covering the Licensed Technology ("IND") – initially became due on December 1, 2015, and on August 11, 2016, the agreement was amended and subsequent six-month extensions have been automatically granted extending the due date until December 31, 2017, at which time, the Company and the university agreed to set a new milestone schedule and are currently undergoing an analysis based on new data and revised forecasted timelines. The Company accounts for intangible assets at their historical cost and records amortization utilizing the straight-line method based upon their estimated useful lives. Patents are amortized over a period of 10 years and other intellectual property is amortized over a period from 16 to 23 years. The Company reviews the carrying value of its intangible assets for impairment whenever events or changes in business circumstances indicate the carrying amount of such assets may not be fully recoverable. Evaluating for impairment requires judgment, and recoverability is assessed by comparing the projected undiscounted net cash flows of the assets over the remaining useful life to the carrying amount. Impairments, if any, are based on the excess of the carrying amount over the fair value of the assets. There were no impairment charges during the years ended June 30, 2020 and 2019. The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands): June 30, June 30, 2020 2019 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents – gross carrying value 2,628 2,560 5,728 5,660 Intellectual property – accumulated amortization (2,555) (2,399) Patents – accumulated amortization (2,029) (1,887) (4,584) (4,286) Net intangible assets $ 1,144 $ 1,374 Amortization expense, included in general and administrative expenses, was approximately $298,000 and $322,000 for 2020 and 2019, respectively. The weighted-average remaining life for intellectual property and patents at June 30, 2020 was approximately 3.5 years and 6.2 years, respectively. The estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): For the Year Ending June 30, 2021 $ 280 2022 266 2023 252 2024 156 2025 62 Thereafter 128 Total $ 1,144 |
Significant Vendors
Significant Vendors | 12 Months Ended |
Jun. 30, 2020 | |
Significant Vendors | |
Significant Vendors | 9. Significant Vendors Novici Biotech, LLC In January 2012, the Company entered into an agreement with Novici Biotech, LLC (“Novici”) in which iBio’s President is a minority stockholder. Novici performs laboratory feasibility analyses of gene expression, protein purification and preparation of research samples. In addition, the Company and Novici collaborate on the development of new technologies and product candidates for exclusive worldwide commercial use by the Company. The accounts payable balance includes amounts due to Novici of approximately $0 and $65,000 at June 30, 2020 and 2019, respectively. Research and development expenses related to Novici were approximately $97,000 and $954,000 in 2020 and 2019, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Jun. 30, 2020 | |
Accrued Expenses | |
Accrued Expenses | 10. Accrued Expenses Accrued expenses consist of the following (in thousands): June 30, June 30, 2020 2019 Rent and real estate taxes – related party (see Note 17) $ 295 $ 383 Interest – related party (see Note 17) 410 316 Salaries and benefits 231 166 Other accrued expenses 169 100 Total accrued expenses $ 1,105 $ 965 |
Notes Payable - Warrant Exchang
Notes Payable - Warrant Exchange | 12 Months Ended |
Jun. 30, 2020 | |
Notes Payable - Warrant Exchange | |
Notes Payable - Warrant Exchange | 11. Notes Payable – Warrant Exchange As part of the Warrant Amendment and Exchange Agreement dated February 20, 2020 (see Note 14 – Stockholders’ Equity for additional information), the Company issued promissory notes in the aggregate principal amount of $3,300,000. The notes did not bear interest and were payable in full on the earlier to occur of (i) August 20, 2020, or (ii) the completion of an underwritten offering of securities by the Company resulting in gross proceeds of at least $10 million. In addition, the Company was required to make payments upon any and all cash exercises of the noteholders’ warrants on a dollar for dollar basis for all amounts paid pursuant to such warrant exercises. At June 30, 2020, the notes payable were repaid. |
Notes Payable - PPP Loan
Notes Payable - PPP Loan | 12 Months Ended |
Jun. 30, 2020 | |
Notes Payable - PPP Loan | |
Notes Payable - PPP Loan | 12. Notes Payable – PPP Loan On April 16, 2020, the Company received $600,000 related to its filing under the Paycheck Protection Program and Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The payment terms of the note are as follows: 1. No payments during the deferral period, which is defined as the six-month period beginning on the date of the note of April 9, 2020. 2. Commencing one month after the expiration of the deferral period, and continuing on the same day of each month thereafter until the maturity date, the Company shall pay to JPMorgan Chase Bank, N.A. (the “Lender”), monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the note on the last day of the deferral period by the maturity date (twenty-four months from the date of the note, or April 9, 2022). 3. On the maturity date, the Company shall pay the Lender any and all unpaid principal plus accrued and unpaid interest plus interest accrued during the deferral period. 4. If any payment is due on a date for which there is no numerical equivalent in a particular calendar month then it shall be due on the last day of such month. If any payment is due on a day that is not a business day, the payment will be made on the next business day. The term “business day” means a day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed. 5. Payments shall be allocated among principal and interest at the discretion of Lender unless otherwise agreed or required by applicable law. Notwithstanding, in the event the Loan, or any portion thereof, is forgiven pursuant to the Paycheck Protection Program under the federal CARES Act, the amount so forgiven shall be applied to principal. 6. The Company may prepay this note at any time without payment of any premium. The Lender is participating in the Paycheck Protection Program to help businesses impacted by the economic impact from COVID-19. Forgiveness of this loan is only available for principal that is used for the limited purposes that qualify for forgiveness under the Small Business Administration’s (the “SBA”) requirements, and that to obtain forgiveness, the Company must request it and must provide documentation in accordance with Small Business Administration (the “SBA”) requirements, and certify that the amounts the Company is requesting to be forgiven qualify under those requirements. Forgiveness of the loan is dependent upon approval of the SBA and while the Company expects forgiveness of this Loan under the current terms of requirement by the SBA, there can be no assurance or certainty that forgiveness will in fact occur. At June 30, 2020, the Company owes the Lender $600,000, of which $261,000 is payable in 2021 and $339,000 is payable in 2022. |
Finance Lease Obligation
Finance Lease Obligation | 12 Months Ended |
Jun. 30, 2020 | |
Finance Lease Obligation | |
Finance Lease Obligation | 13. Finance Lease Obligation As discussed above, iBio CDMO is leasing its facility in Bryan, Texas as well as certain equipment from the Second Eastern Affiliate under the 34-year Sublease. iBio CDMO began operations at the facility on December 22, 2015 pursuant to agreements between iBio CDMO and the Second Eastern Affiliate granting iBio CDMO temporary rights to access the facility. These temporary agreements were superseded by the Sublease Agreement, dated January 13, 2016, between iBio CDMO and the Second Eastern Affiliate. The 34-year term of the Sublease expires in 2050 but may be extended by iBio CDMO for a ten-year period, so long as iBio CDMO is not in default under the Sublease. Under the Sublease, iBio CDMO is required to pay base rent at an annual rate of $2,100,000, paid in equal quarterly installments on the first day of each February, May, August and November. The base rent is subject to increase annually in accordance with increases in the Consumer Price Index (“CPI”). The base rent under the Second Eastern Affiliate’s ground lease for the property is subject to adjustment, based on an appraisal of the property, in 2030 and upon any extension of the ground lease. The base rent under the Sublease will be increased by any increase in the base rent under the ground lease as a result of such adjustments. iBio CDMO is also responsible for all costs and expenses in connection with the ownership, management, operation, replacement, maintenance and repair of the property under the Sublease. The Company incurred rent expense of $150,000 and $129,000 in 2020 and 2019, respectively, related to the increase in the CPI. In addition to the base rent, iBio CDMO is required to pay, for each calendar year during the term, a portion of the total gross sales for products manufactured or processed at the facility, equal to 7% of the first $5,000,000 of gross sales, 6% of gross sales between $5,000,001 and $25,000,000, 5% of gross sales between $25,000,001 and $50,000,000, 4% of gross sales between $50,000,001 and $100,000,000, and 3% of gross sales between $100,000,001 and $500,000,000. However, if for any calendar year period from January 1, 2018 through December 31, 2019, iBio CDMO’s applicable gross sales are less than $5,000,000, or for any calendar year period from and after January 1, 2020, its applicable gross sales are less than $10,000,000, then iBio CDMO is required to pay the amount that would have been payable if it had achieved such minimum gross sales and shall pay no less than the applicable percentage for the minimum gross sales for each subsequent calendar year. As the Company adopted ASC 842 effective July 1, 2019, the minimum percentage rent is included in the finance lease obligation. Percentage rent amounted to $0 and $350,000 in 2020 and 2019, respectively. Accrued expenses at June 30, 2020 and 2019 due the Second Eastern Affiliate amounted to $705,000 and $699,000, respectively. General and administrative expenses related to the Second Eastern Affiliate, including rent related to the increases in CPI, percentage rent discussed above and real estate taxes, were approximately $701,000 and $1,051,000 in 2020 and 2019, respectively. Interest expense related to the Second Eastern Affiliate was approximately $2,466,000 and $1,900,000 in 2020 and 2019, respectively. The following tables present the components of lease expense and supplemental balance sheet information related to the finance lease obligation (in thousands): June 30, 2020 Finance Lease Cost: Amortization of right-of-use assets $ 1,661 Interest on lease liabilities 2,466 Operating Lease Cost 150 Total Lease Cost $ 4,277 Other Information Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from operating lease $ 150 Financing cash flows from finance lease obligation $ 66 June 30, 2020 Finance lease right-of-use assets $ 27,616 Finance lease obligation – current portion $ 301 Finance lease obligation – non-current portion $ 32,007 Weighted-average remaining lease term – finance lease 29.68 years Weighted-average discount rate – finance lease obligation 7.608 % Future minimum payments under the capitalized lease obligations are due as follows: Fiscal year ending on June 30: Principal Interest Total 2021 $ 301 $ 2,449 $ 2,750 2022 324 2,426 2,750 2023 350 2,400 2,750 2024 377 2,373 2,750 2025 406 2,344 2,750 Thereafter 30,550 37,513 68,063 Total minimum lease payments 32,308 $ 49,505 $ 81,813 Less: current portion (301) Long-term portion of minimum lease obligations $ 32,007 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders’ Equity Preferred Stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 1 million shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. iBio CMO Preferred Tracking Stock On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate and issued one share of a newly created iBio CMO Preferred Tracking Stock (the “Preferred Tracking Stock”), in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by the Eastern Affiliate at an original issue price of $13 million. After giving effect to the transaction, the Company owns 99.99% and the Eastern Affiliate owns 0.01% of iBio CDMO. On February 23, 2017, the Board of Directors of the Company created the Preferred Tracking Stock out of the Company’s 1 million authorized shares of preferred stock. Terms of the Preferred Tracking Stock include the following: 1. The Preferred Tracking Stock accrues dividends at the rate of 2% per annum on the original issue price. Accrued dividends are cumulative and are payable if and when declared by the Board of Directors, upon an exchange of the shares of Preferred Tracking Stock and upon a liquidation, winding up or deemed liquidation (such as a merger) of the Company. As of June 30, 2020, no dividends have been declared. Accrued dividends total approximately $871,000 and $610,000 at June 30, 2020 and 2019, respectively. 2. The holders of Preferred Tracking Stock, voting separately as a class, are entitled to approve by the affirmative vote of a majority of the shares of Preferred Tracking Stock outstanding any amendment, alteration or repeal of any of the provisions of, or any other change to, the Certificate of Incorporation of the Company or the Certificate of Designation that adversely affects the rights, powers or privileges of the Preferred Tracking Stock, any increase in the number of authorized shares of Preferred Tracking Stock, the issuance or sale of any additional shares of Preferred Tracking Stock or any securities convertible into or exercisable or exchangeable for Preferred Tracking Stock, the creation or issuance of any shares of any additional class or series of capital stock unless the same ranks junior to the Preferred Tracking Stock, or the reclassification or alteration of any existing security of the Company that is junior to or pari passu with the Preferred Tracking Stock, if such reclassification or alteration would render such other security senior to the Preferred Tracking Stock. 3. Except as required by applicable law, the holders of Preferred Tracking Stock have no other voting rights. 4. No dividend may be declared or paid or set aside for payment or other distribution declared or made upon the Company’s common stock and no common stock may be redeemed, purchased or otherwise acquired for any consideration by the Company unless all accrued dividends on all outstanding shares of Preferred Tracking Stock are paid in full. At any time, at our election or the election of the Eastern Affiliate, the outstanding share of iBio CMO Preferred Tracking Stock may be exchanged for 29,990,000 units of limited liability company interests of iBio CDMO. Following such exchange, we would own a 70% interest in iBio CDMO and the Eastern Affiliate would own a 30% interest. Series A Convertible Preferred Stock (“Series A Preferred”) On June 20, 2018, the Board of Directors of the Company created the Series A Preferred, par value $0.001 per share, out of the Company’s 1 million authorized shares of preferred stock. Terms of the Series A Preferred include the following: 1. Each share of Series A Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price in effect at such time. The original conversion price of $0.90 was adjusted to $0.20 upon the closing of the Company’s public offering on October 29, 2019. See the sections below entitled “Public Offering – June 26, 2018” and “Public Offering – October 29, 2019” for further information. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series A Preferred would not have the right to exercise any portion of its Series A Preferred if such holder, together with its affiliates, would beneficially own over 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise; provided, however, that upon 61 days’ prior notice to us, such holder may increase the such limitation, provided that in no event will the limitation exceed 9.99%. 2. Holders are entitled to dividends on shares of Series A Preferred equal (on an as-if-converted-to-common stock basis, without regards to conversion limitations) to and in the same form as dividends actually paid on shares of the common stock, when, as and if such dividends are paid on shares of common stock. No other dividends were declared for Series A Preferred. 3. Holders have no voting rights except as defined in the certificate of designation. 4. If at any time the Company granted, issued or sold any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the holders of any class of common stock, then the holder(s) of Series A Preferred will be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon the complete conversion of such holder’s Series A Preferred (as defined). 5. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders were entitled to receive the same amount that a holder of common stock would receive if the Series A Preferred were fully converted (disregarding for such purposes any conversion limitations hereunder) into common stock at the conversion price in effect at such time. Such amounts were required be paid pari passu with all holders of common stock, the Series B Convertible Preferred and the Series C Convertible Preferred. 6. The Company was to reserve and keep available out of its authorized and unissued shares of common stock, for the sole purpose of issuance upon the conversion of the Series A Preferred, not less than such aggregate number of shares of the common stock as were issuable upon the conversion of the then outstanding shares of the Series A Preferred. On June 26, 2018, the Company issued 6,300 shares of Series A Preferred as part of a public offering. See the section below entitled “Public Offering – June 26, 2018” for further information. In 2019, 2,223 shares of Series A Preferred were converted into 2,470,000 shares of common stock. At June 30, 2019, there were 3,987 shares of Series A Preferred outstanding. In 2020, the remaining shares of Series A Preferred were converted into 5,887,997 shares of common stock. At June 30, 2020, there were no shares of Series A Preferred outstanding. Series B Convertible Preferred Stock (“Series B Preferred”) On June 20, 2018, the Board of Directors of the Company created the Series B Preferred, par value $0.001 per share, out of the Company’s 1 million authorized shares of preferred stock. Terms of the Series B Preferred include the following: 1. Each share of Series B Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price in effect at such time. The original conversion price of $0.90 was adjusted to $0.20 upon the closing of the Company's public offering on October 29, 2019. See the sections below entitled “ Public Offering - June 26, 2018” and “Public Offering - October 29, 2019” for further information. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series B Preferred will not have the right to exercise any portion of its Series B Preferred if such holder, together with its affiliates, would beneficially own over 48% of the number of shares of common stock outstanding immediately after giving effect to such exercise. 2. Holders are entitled to dividends on shares of Series B Preferred equal (on an as-if-converted-to-common stock basis, without regards to conversion limitations) to and in the same form as dividends actually paid on shares of the common stock, when, as and if such dividends are paid on shares of common stock. No other dividends shall be paid or accrued on the shares of Series B Preferred. 3. Holders have no voting rights except as defined in the certificate of designation. 4. If at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the holders of any class of common stock, then then holder(s) of Series B Preferred will be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon the complete conversion of such holder’s Series B Preferred (as defined). 5. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders shall be entitled to receive the same amount that a holder of common stock would receive if the Series B Preferred were fully converted (disregarding for such purposes any conversion limitations hereunder) into common stock at the conversion price in effect at such time. Such amounts shall be paid pari passu with all holders of common stock and the Series A Convertible Preferred and the Series C Convertible Preferred. 6. The Company is required that it will at all times, reserve and keep available out of its authorized and unissued shares of common stock, for the sole purpose of issuance upon the conversion of the Series B Preferred, not less than such aggregate number of shares of the common stock as shall be issuable upon the conversion of the then outstanding shares of the Series B Preferred. On June 26, 2018, the Company issued 5,785 shares of Series B Preferred as part of a public offering. See the section below entitled “Public Offering – June 26, 2018” for further information. At both June 30, 2020 and 2019, there were 5,785 shares of Series B Preferred outstanding. In August 2020, all of the shares of Series B Preferred were converted into 28,925,000 shares of common stock. Series C Convertible Preferred Stock (“Series C Preferred”) On October 28, 2019, the Board of Directors of the Company created the Series C Preferred, par value $0.001 per share, out of the Company’s 1 million authorized shares of preferred stock. Terms of the Series C Preferred included the following: 1. Each share of Series C Preferred was convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price of $0.20, subject to adjustment. The number of shares of common stock to be received was limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series C Preferred would not have the right to exercise any portion of its Series C Preferred if such holder, together with its affiliates, would beneficially own over 4.99% (or, upon election by a holder prior to the issuance of any Series C Preferred Shares, 9.99%) of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise; provided, however, that upon prior notice to us, such holder may increase such limitation, provided that in no event will the limitation exceed 9.99% and any such increase would not be effective until the 61 st day after such notice was delivered to the Company. 2. Holders were entitled to dividends on shares of Series C Preferred equal (on an as-if-converted-to-common stock basis, without regards to conversion limitations) to and in the same form as dividends actually paid on shares of the common stock, when, as and if such dividends were paid on shares of common stock. No dividends were declared for Series C Preferred. 3. Holders had no voting rights except as defined in the certificate of designation. 4. If at any time the Company granted, issued or sold any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the holders of any class of common stock, then the holder(s) of Series C Preferred would be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon the complete conversion of such holder’s Series C Preferred (as defined). 5. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders were entitled to receive the same amount that a holder of common stock would receive if the Series C Preferred were fully converted (disregarding for such purposes any conversion limitations hereunder) into common stock at the conversion price in effect at such time. Such amounts were required to be paid pari passu with all holders of common stock, the Series A Preferred and the Series B Preferred. 6. The Company was required to reserve and keep available out of its authorized and unissued shares of common stock, for the sole purpose of issuance upon the conversion of the Series C Preferred, not less than such aggregate number of shares of the common stock as were issuable upon the conversion of the then outstanding shares of the Series C Preferred. On October 29, 2019, the Company issued 4,510 shares of Series C Preferred as part of a public offering. See the section below entitled “Public Offering – October 29, 2019” for further information. From October 29, 2019 through June 30, 2020, all of the shares of Series C Preferred were converted into 22,550,000 shares of the Company’s common stock. At June 30, 2020, there were no shares of Series C Preferred outstanding. Common Stock The number of authorized shares of the Company’s common stock is 275 million. In addition, as of the filing date of this report, the Company had reserved shares of common stock for the following: (i) up to 3.517 million shares of common stock for incentive compensation (stock options and restricted stock units); and (ii) 28.925 million shares for the conversion of the Series B Preferred at the adjusted conversion rate of $0.20 per share. Recent issuances of common stock include the following: Public Offering – June 26, 2018 On June 26, 2018, the Company completed a public offering of 4,350,000 shares of its common stock, 6,300 shares of Series A Preferred and 5,785 shares of Series B Preferred. The public offering price per share for each of the foregoing securities was as follows: (i) $0.90 per share of common stock; (ii) $1,000 per Series A Preferred share; and (iii) $1,000 per Series B Preferred share. This public offering raised gross proceeds of $16.0 million. The shares of common stock and preferred stock were issued pursuant to an underwriting agreement entered into between the Company and A.G.P./ Alliance Global Partners ("Alliance"). The Company incurred underwriting discounts, commissions and other offering expenses of approximately $854,000 related to closing and completion of this public offering. Pursuant to the Underwriting Agreement, subject to certain exceptions, (i) the Company agreed not to sell or otherwise dispose of any shares of common stock for a period ending ninety (90) days after the date of the Underwriting Agreement and (ii) the Company’s officers, directors and certain key shareholders agreed not to sell or otherwise dispose of any of Common Stock held by each of them for a period ending ninety (90) days after the date of the Underwriting Agreement, in each case, without first obtaining the written consent of the Underwriter. The Company granted a forty-five (45)-day option to Alliance to purchase up to 2,666,666 additional shares (the “Option Shares”) of common stock. On July 12, 2018, 1,500,000 shares of common stock were sold to Alliance in connection with Alliance partially exercising its over-allotment option at the public offering price of $0.90 per share. The Company received gross proceeds of $1,350,000 before deducting $159,000 of underwriting discounts, commissions and other offering expenses payable by the Company. Public Offering – October 29, 2019 On October 29, 2019, the Company closed on an underwritten public offering with total gross proceeds of $5.0 million before deducting underwriting discounts, commissions and other offering expenses payable by the Company. The securities offered by the Company consisted of (i) 2,450,000 shares (the “Shares”) of the Company’s Common Stock, (ii) 4,510 shares of the Company’s newly designated Series C Preferred, (iii) 25,000,000 Series A Common Stock Purchase Warrants (“Series A Warrants”) to purchase shares of the Company’s Common Stock and (iv) 25,000,000 Series B Common Stock Purchase Warrants (“Series B Warrants”) to purchase shares of the Company’s Common Stock. Each share of common stock was sold together with two warrants, one Series A Warrant with an expiry date on the second anniversary of the original issuance date to purchase one share of Common Stock and one Series B Warrant with an expiry date on the seventh anniversary of the original issuance date, to purchase one share of Common Stock. In addition, each of Series C Preferred Share was sold together with Series A Warrants to purchase one share of Common Stock for each share of Common Stock issuable upon conversion of the Series C Preferred Share and Series B Warrants to purchase one share of Common Stock for each share of Common Stock issuable upon conversion of the Series C Preferred Share. Each share of common stock and accompanying Warrants was sold at a combined public offering price of $0.20 and each Series C Preferred Share and accompanying Warrants was sold at a combined public offering price of $1,000. The Shares, Series C Preferred Shares and Warrants were issued pursuant to an underwriting agreement, dated October 25, 2019. The net proceeds to the Company from the sale of the Shares, Series C Preferred Shares, and Warrants was approximately $4.52 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Due to the terms of the June 26, 2018 underwritten public offering, any remaining outstanding Series A Preferred and Series B Preferred were amended to convert at the same rate of the Series C Preferred ($0.20 per share). As a result of the reduction of the conversion rates of Series A Preferred and Series B Preferred, the Company recognized deemed dividends totaling $21,560,000. Lincoln Park March 2020 Purchase Agreement On March 19, 2020, the Company entered into the Lincoln Park March 2020 Purchase Agreement with Lincoln Park pursuant to which the Company has the right to sell to Lincoln Park up to an aggregate of $50,000,000 in shares of the Company’s common stock over the 36-month term of the Lincoln Park March 2020 Purchase Agreement, subject to certain limitations and conditions set forth in the Lincoln Park March 2020 Purchase Agreement. Concurrently with the execution of the Lincoln Park March 2020 Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park pursuant to which the Company agreed, among other things, to file a prospectus supplement pursuant to Rule 424(b) to register for sale under the Securities Act of 1933, as amended, the shares of common stock that may be issued and sold to Lincoln Park from time to time under the Lincoln Park March 2020 Purchase Agreement. The offer and sale of shares of Common Stock under the Lincoln Park March 2020 Purchase Agreement was made under the Company’s previously filed and currently effective Registration Statement on Form S-3 which was declared effective on March 19, 2020. The prospectus supplement was filed on March 20, 2020. The Lincoln Park March 2020 Purchase Agreement provides that, from time to time on any trading day the Company selects, the Company has the right, in its sole discretion, subject to the conditions and limitations in the Lincoln Park March 2020 Purchase Agreement, to direct Lincoln Park to purchase up to 1,000,000 shares of Common Stock (each such purchase, a “Regular Purchase”) over the 36-month term of the Purchase Agreement. The purchase price of shares of Common Stock pursuant to the Lincoln Park March 2020 Purchase Agreement will be based on the prevailing market price at the time of sale as set forth in the Lincoln Park March 2020 Purchase Agreement. There are no trading volume requirements or restrictions under the Lincoln Park March 2020 Purchase Agreement. Lincoln Park’s obligation under each Regular Purchase shall not exceed $5,000,000. There is no upper limit on the price per share that Lincoln Park must pay for Common Stock under the Lincoln Park March 2020 Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the Company’s closing price is less than the floor price of $0.20, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Floor Price (the “Floor Price”) shall mean the lower of (i) the adjusted price and (ii) $0.20. Both the amount and frequency of the Regular Purchases can be increased upon the mutual agreement of the Company and Lincoln Park. The Company will control the timing and amount of any sales of shares of Common Stock to Lincoln Park. The Company may, in its sole discretion, direct Lincoln Park to purchase additional amounts as accelerated purchases or additional accelerated purchases if on the date of a Regular Purchase the closing sale price of the Common Stock is not below the Floor Price as set forth in the Lincoln Park March 2020 Purchase Agreement. The Company and Lincoln Park may mutually agree to increase the amount of Common Stock sold to Lincoln Park on any accelerated purchase date or additional accelerated purchase date. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Lincoln Park March 2020 Purchase Agreement or Registration Rights Agreement other than a prohibition on entering into any “Variable Rate Transaction,” as defined in the Lincoln Park March 2020 Purchase Agreement. Under applicable rules of the NYSE American, in no event may the Company issue or sell to Lincoln Park under the Lincoln Park March 2020 Purchase Agreement more than 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Lincoln Park March 2020 Purchase Agreement (the “Exchange Cap”), (i) unless stockholder approval is obtained to issue more than the Exchange Cap or (ii) except to the extent the issuances and sales of Common Stock pursuant to the Lincoln Park March 2020 Purchase Agreement are deemed to be at a price equal to or in excess of the greater of book or market value of the Common Stock as calculated in accordance with the applicable rules of the NYSE American. The Lincoln Park March 2020 Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of the Common Stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. The offering of Common Stock pursuant to the Lincoln Park March 2020 Purchase Agreement will terminate on the date that all shares offered by the Lincoln Park March 2020 Purchase Agreement have been sold or, if earlier, the expiration or termination of the Lincoln Park 2020 Purchase Agreement. The net proceeds under the Lincoln Park March 2020 Purchase Agreement to us will depend on the frequency and prices at which we sell shares of common stock to Lincoln Park. Actual sales of shares of Common Stock to Lincoln Park under the Lincoln Park March 2020 Purchase Agreement and the amount of such net proceeds will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock and determinations by the Company as to other available and appropriate sources of funding for the Company. The Company intends to use the net proceeds of sales under the Lincoln Park March 2020 Purchase Agreement for working capital and general corporate purposes. As consideration for Lincoln Park’s commitments under the Lincoln Park March 2020 Purchase Agreement, we issued to Lincoln Park 815,827 shares of common stock. From March 19, 2020 to June 30, 2020, Lincoln Park was issued 16,800,000 shares of common stock for proceeds totaling approximately$18.4 million. For the period from July 1, 2020 to July 27, 2020, Lincoln Park was issued 2.67 million shares of common stock for proceeds totaling $6.79 million. No further sales of shares of our common stock will be made since we terminated the Lincoln Park March 2020 Purchase Agreement effective July 27, 2020. The Company terminated the Lincoln Park March 2020 Purchase Agreement on July 24, 2020, without fee, penalty or cost effective July 27, 2020. Lincoln Park May 2020 Purchase Agreement On May 13, 2020, the Company entered into the Lincoln Park May 2020 Purchase Agreement, pursuant to which the Company agreed to sell to Lincoln Park and Lincoln Park agreed to purchase 1,000,000 shares of the Company’s common stock at a price of $1.09 per share for an aggregate purchase price of $1,090,000, pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-236735), filed with the Securities and Exchange Commission ("SEC") in accordance with the provisions of the Securities Act of 1933, as amended, and declared effective on March 19, 2020, and the prospectus supplement thereto dated May 14, 2020. Equity Distribution Agreement On June 17, 2020, as amended on July 29, 2020, the Company entered into an equity distribution agreement with UBS as sales agent pursuant to which the Company may sell from time to time shares of its common stock through UBS, for the sale of up to $72,000,000 of shares of the Company's common stock. Sales of shares of common stock made pursuant to the agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-236735) filed with the SEC in accordance with the provisions of the Securities Act of 1933, as amended, and declared effective on March 19, 2020, and the prospectus supplement thereto dated May 14, 2020. Sales of the shares, if any, will be made by means of ordinary brokers’ transactions at prevailing market prices at the time of sale, or as otherwise agreed with UBS. UBS will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of common stock under this agreement and the Company cannot provide any assurances that it will issue any shares pursuant to this agreement. The Company currently intends to use the net proceeds of this offering for operating costs, including working capital and other general corporate purposes. The Company will pay a commission rate of up to 3.0% of the gross sales price per share sold and has agreed to reimburse UBS for the reasonable fees and disbursements of its counsel, in connection with entering into this agreement, in an amount not to exceed $50,000, in addition to certain ongoing fees and disbursements of its counsel. The agreement contains customary representations, warranties and agreements and other obligations of the parties and termination provisions. The Company has also agreed pursuant to the agreement to provide UBS with customary indemnification and contribution rights. From June 17, 2020 to June 30, 2020, approximately 17.4 million shares of common stock were issued for gross proceeds totaling approximately $37.8 million. The Company incurred costs of approximately $1.27 million. In addition, the Company sold 2.4 million shares of common stock for net proceeds of approximately $5.55 million at the end of June 2020. The settlement dates of these sales were on July 1, 2020 and July 2, 2020. As such, the Company recorded a subscription receivable for such amount. The proceeds from the subscription receivable were collected on July 1, 2020 and July 2, 2020. For the period from July 1, 2020 to the date of the filing of this report, approximately 8.6 million shares of common stock were issued for net proceeds totaling approximately $24.6 million. Eastern – Share Purchase Agreements On January 13, 2016, the Company entered into a share purchase agreement with Eastern pursuant to which Eastern purchased 350,000 shares of the Company’s common stock and the Company received proceeds of $2,177,000. In addition, Eastern exercised warrants it had previously acquired to purchase 178,400 shares of the Company’s common stock. The Company received proceeds of approximately $945,000 from the exercise of the warrants. On January 13, 2016, the Company entered into a separate share purchase agreement with Eastern pursuant to which Eastern agreed to purchase 650,000 shares of the Company’s common stock at a price of $6.22 per share, subject to the approval of the Company’s stockholders. The Company’s stockholders approved the issuance of the 650,000 shares to Eastern at the Company’s annual meeting on April 7, 2016. On April 13, 2016, the Company issued the 650,000 shares and received proceeds of $4,043,000. These shares were subject to a three-year standstill agreement (the “Standstill Agreement”) which restricted additional acquisitions of the Company’s equity by Eastern and its controlled affiliates to limit its beneficial ownership of the Company’s outstanding shares of common stock to a maximum of 38% (the “Eastern Beneficial Ownership Limitation”), absent the approval by a majority of the Company’s Board of Directors. On November 27, 2017, the Company’s Board of Directors authorized the Company’s Chief Executive Officer to invite Eastern to purchase shares in the November 2017 public offering with Aegis Capital Corp., provided that such purchase did not result in Eastern being the beneficial owner of more than 40% of the aggregate number of shares of the Company’s outstanding common stock rather than the limit of 38% set forth in the Standstill Agreement. On June 26, 2018, in connection with the public offering with Alliance, the Company entered into an amendment (the “Amendment”) to the share purchase agreement for 650,000 shares, dated January 13, 2016 (the “Purchase Agreement”), with Eastern. Pursuant to the Purchase Agreement, Eastern was subject to the Standstill Agreement (amended to 40%) and the Eastern Beneficial Ownership Limitation therein. The Amendment increased the Eastern Beneficial Ownership Limitation to 48% and extended the restrictions under the Standstill Agreement until June 26, 2020. In accordance with the terms of the Standstill Agreement, as amended, the Company’s Board of Directors duly authorized the Company’s Chief Executive Officer to offer Eastern to purchase shares in the public offering with Alliance, provided that, when taken together with all other equity securities of the Comp |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 12 Months Ended |
Jun. 30, 2020 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | 15. Earnings (Loss) Per Common Share Basic earnings (loss) per common share is computed by dividing the net income (loss) allocated to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For purposes of calculating diluted earnings per common share, the denominator includes both the weighted-average number of shares of common stock outstanding during the period and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents potentially include stock options and warrants using the treasury stock method. The following table summarizes the components of the earnings (loss) per common share calculation (in thousands, except per share amounts): Years ended June 30, 2020 2019 Basic and diluted numerator: Net loss attributable to iBio, Inc. stockholders $ (16,439) $ (17,593) Deemed dividends – down round of Series A Preferred and Series B Preferred (21,560) — Preferred stock dividends – iBio CMO Preferred Tracking Stock (261) (260) Net loss available to iBio, Inc. stockholders $ (38,260) $ (17,853) Basic and diluted denominator: Weighted-average common shares outstanding 62,795 18,926 Per share amount $ (0.61) $ (0.94) In 2020 and 2019, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of June 30, 2020, and 2019, shares issuable which could potentially dilute future earnings included were as follows. Year Ended June 30, 2020 2019 (in thousands) Stock options 3,476 1,347 Series A Preferred — 4,430 Series B Preferred 28,925 6,428 Restricted stock units 41 — Shares excluded from the calculation of diluted loss per share 32,442 12,205 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2020 | |
Share-Based Compensation | |
Share-Based Compensation | 16. Share-Based Compensation The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations (in thousands): Year Ended June 30, 2020 2019 Research and development $ 55 $ 26 General and administrative 333 215 Totals $ 388 $ 241 Stock Options 2008 Omnibus Equity Incentive Plan (the "2008 Plan") On August 12, 2008, the Company adopted the iBioPharma 2008 Omnibus Equity Incentive Plan for employees, officers, directors and external service providers. The 2008 Plan provided that the Company may grant options to purchase stock and/or make awards of restricted stock. Stock options granted under the 2008 Plan may be either incentive stock options (as defined by Section 422 of the Internal Revenue Code of 1986, as amended) or non-qualified stock options at the discretion of the Board of Directors. Vesting of service awards occurred 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 occurred when the performance criteria had been satisfied. The Company used historical data to estimate forfeiture rates. The 2008 Plan had a term of ten (10) years and, as a result, the 2008 Plan expired by its terms on August 12, 2018. iBio, Inc. 2018 Omnibus Equity Incentive Plan (the "2018 Plan") On December 18, 2018, the Company's stockholders, upon recommendation of the Board of Directors on November 9, 2018, approved the 2018 Plan. On March 5, 2020 at the Company's 2019 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock authorized for issuance thereunder from 3.5 million shares to 6.5 million shares and to incorporate changes to include restricted stock units and performance-based awards as grant types issuable under the 2018 Plan. The total number of shares of common stock reserved under the 2018 Plan is 6.5 million. Stock options granted under the 2018 Plan may be either incentive stock options (as defined by Section 422 of the Internal Revenue Code of 1986, as amended), non-qualified stock options, or restricted stock and determined at the discretion of the Board of Directors. Vesting of service awards will be determined by the Board of Directors and stated in the award agreements. In general, vesting will occur 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 will occur when the performance criteria has been satisfied. The Company uses historical data to estimate forfeiture rates. The 2018 Plan has a term of ten (10) years and expires by its terms on November 9, 2028. In addition, on December 18, 2018, the Company's stockholders, upon recommendation of the Board of Directors, also approved an amendment to the Company's 2008 Plan to allow the Company to permit a one-time option exchange program under which the Company would offer eligible employees and non-employee directors the opportunity to exchange certain outstanding options on a four-for-three basis for new stock options exercisable at a lower price under the 2018 Plan (the "Option Exchange"). On January 22, 2019, the Company filed with the Securities and Exchange Commission a Tender Offer Statement on Schedule TO defining the terms and conditions of the Option Exchange, whereby the Company was offering eligible employees and non-employee directors ("Eligible Option Holders") the opportunity to exchange for new options covering a lesser number of shares of the Company's common stock ("Replacement Options"), at a ratio of four-for-three (the "Exchange Ratio"), any options issued by the Company prior to January 22, 2019 that were outstanding under its 2008 Plan that had an exercise price greater than the closing price per share of iBio's common stock on the NYSE American on the grant date of the Replacement Options ("Eligible Exchange Options"), so that for each four shares of common stock subject to an Eligible Exchange Option, the option holder would receive a Replacement Option to purchase three shares under the 2018 Plan. On February 20, 2019, the completion date of the Option Exchange (the "Replacement Option Grant Date"), the Company canceled the options accepted for exchange and granted 874,310 Replacement Options in exchange for 1,165,750 options issued under the 2008 Plan. The Replacement Options: · have a per-share exercise price of $0.93, which was equal to the closing price per share of the Company's common stock on the Replacement Option Grant Date; · have a five-year term beginning on February 20, 2019 and vest one year later on February 20, 2020. Generally, the Underwater Options had been scheduled to vest over four years following the recipient's employment start date or the date of grant. As of November 19, 2018, approximately 94% of the shares covered by the Underwater Options already were vested. All other terms and conditions of the new stock options are generally be consistent with the terms and conditions of iBio's standard time-vesting stock option grants; · are of the same type of options as the surrendered options. Eligible Option Holders holding nonqualified stock options received Replacement Options in the form of nonqualified stock options and Eligible Option Holders holding incentive stock options received Replacement Options in the form of incentive stock options; and · have the terms and be subject to the conditions as provided for in the 2018 Plan and option award agreement. Issuances of stock options during 2020 were as follows: · In March 2020, the Company issued options to acquire 908,300 shares of common stock to various members of management and employees. The exercise price is $1.15 per share. The options vest over a four-year period and expire in ten years; · On April 21, 2020, the Company issued to Thomas Isett (“Isett”), the Company’s Chief Executive Officer (effective March 2020) and Chairman of the Company, options to acquire 975,000 shares of the Company’s common stock at an exercise price of $0.8953 per share. The options vest over a three-year period and expire in ten years; · On June 1, 2020, the Company issued options to acquire 100,000 shares of common stock to a member of management. The exercise price is $1.66 per share. The options vest over a four-year period and expire in ten years; and · On June 20, 2020, the Company issued to Robert Kay, the Company’s former Chief Executive Officer (resigned March 2020), options to acquire 400,000 shares of the Company’s common stock at an exercise price of $1.47 per share. The options vest monthly over a two-year period and expire in ten years. Issuances of stock options during 2019 were as follows: Effective April 1, 2019, the Company granted each member of its Board of Directors a stock option agreement under the 2018 Plan whereby each director has the option to purchase 50,000 shares of the Company's common stock at a price of $0.90 per share. The options vest over a period of three years and expire in ten years. The following table summarizes all stock option activity during the years ended June 30, 2020 and 2019: Weighted- Weighted- average average Remaining Aggregate Stock Exercise Contractual Intrinsic Value Options Price Term (in years) (in thousands) Outstanding as of July 1, 2018 1,364,583 $ 12.01 4.9 $ — Granted 400,000 $ 0.90 Issued under Option Exchange 874,310 $ 0.93 Forfeited/expired/exchanged (1,292,374) $ 12.08 Outstanding as of June 30, 2019 1,346,519 $ 1.45 $ — Granted 2,383,300 $ 1.11 Exercised (139,392) $ 0.93 Forfeited/expired (114,654) $ 3.32 Outstanding as of June 30, 2020 3,475,773 $ 1.18 8.2 $ 4,042 As of June 30, 2020, vested and expected to vest 3,424,064 $ 1.18 8.3 $ 3,987 Exercisable as of June 30, 2020 983,442 $ 1.40 4.6 $ 1,221 The following table summarizes information about options outstanding and exercisable at June 30, 2020: Options Outstanding and Exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Outstanding In Years Price Exercisable Exercise prices: $0.90 - $1.40 3,351,606 $ 1.03 959,442 $1.66 - $2.49 100,333 1.667 333 $2.53 - $3.80 500 2.53 333 $7.30 - $10.95 9,334 8.59 9,334 $26.90 - $40.35 14,000 27.47 14,000 3,475,773 $ 1.18 983,442 The total fair value of stock options that vested during 2020 and 2019 was approximately $433,000 and $57,000, respectively. The total cash received for stock options that were exercised during 2020 and 2019 was approximately $130,000 and $0, respectively. The total intrinsic value of stock options that were exercised during 2020 and 2019 was approximately $102,000 and $0, respectively. As of June 30, 2020, there was approximately $2,174,000 of total unrecognized compensation cost related to non-vested stock options that the Company expects to recognize over a weighted-average period of 2.9 years. The weighted-average grant date fair value of stock options granted during 2020 and 2019 was $0.97 and $0.43 per share, respectively. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: 2020 2019 Weighted average risk-free interest rate 0.60 % % Dividend yield 0 % 0 % Volatility 97.5 % 97.5 % Expected term (in years) The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $2.22 as of June 30, 2020, $0.71 as of June 30, 2019, and $0.90 as of June 30, 2018, which would have been received by the option holders had all option holders exercised their options as of that date. Restricted Stock Units (“RSU’s”): On March 27, 2020, the Company issued RSU’s to acquire 41,150 shares of common stock to various employees at a market value of $1.15 per share. The RSU’s vest over a four-year period. The grant-date fair value of the RSU’s totaled approximately $47,000. As of June 30, 2020, there was approximately $41,000 of total unrecognized compensation cost related to non-vested RSU's that the Company expects to recognize over a weighted-average period of 3.7 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | 17. Related Party Transactions Novici Biotech, LLC In January 2012, the Company entered into an agreement with Novici in which iBio's President is a minority stockholder. See Note 9 – Significant Vendors for further details. Agreements with Eastern Capital Limited and its Affiliates. As more fully discussed in Note 14 – Stockholders’ Equity, the Company entered into two share purchase agreements with Eastern and the Standstill Agreement. Concurrently with the execution of the Purchase Agreements, iBio entered into a contract manufacturing joint venture with the Eastern Affiliate to develop and manufacture plant-made pharmaceuticals through iBio CDMO. The Eastern Affiliate contributed $15.0 million in cash to iBio CDMO, for a 30% interest in iBio CDMO. iBio retained a 70% equity interest in iBio CDMO. As the majority equity holder, iBio has the right to appoint a majority of the members of the Board of Managers that manages the iBio CDMO joint venture. Specified material actions by the joint venture require the consent of iBio and the Eastern Affiliate. iBio contributed to the capital of iBio CDMO a royalty bearing license, which grants iBio CDMO a non-exclusive license to use the iBio’s proprietary technologies for research purposes and an exclusive U.S. license for manufacturing purposes. iBio retains all other rights in its intellectual property, including the right for itself to commercialize products based on its proprietary technologies or to grant licenses to others to do so. In connection with the joint venture, the Second Eastern Affiliate, which controls the subject property as sublandlord, granted iBio CDMO the Sublease of a Class A life sciences building in Bryan, Texas, located on land owned by the Texas A&M system, designed and equipped for plant-made manufacture of biopharmaceuticals. The terms of the sublease are described in Note 13 – Finance Lease Obligation. The Standstill Agreement took effect upon the issuance of the shares to Eastern pursuant to a share purchase agreement for the acquisition of 650,000 shares of common stock. The Standstill Agreement has been amended twice so that Eastern and its controlled affiliates are limited to its beneficial ownership of the Company’s outstanding shares of common stock to a maximum of 48%, absent approval by a majority of the Company’s Board of Directors. Eastern agreed to extend the standstill restrictions for two (2) additional years beginning with the date of Eastern’s or its controlled affiliate’s purchase of securities in the public offering with Alliance. See Note 14 - Stockholders' Equity for further information. On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate and issued one share of the Preferred Tracking Stock in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by the Eastern Affiliate at an original issue price of $13 million. After giving effect to the transactions in the Exchange Agreement, the Company owns 99.99% of iBio CDMO and the Eastern Affiliate owns 0.01% of iBio CDMO. At any time, at the Company's election or the election of the Eastern Affiliate, the outstanding share of iBio CMO Preferred Tracking Stock may be exchanged for 29,990,000 units of limited liability company interests of iBio CDMO. Following such exchange, the Company would own a 70% interest in iBio CDMO and the Eastern Affiliate would own a 30% interest. Director Consulting Agreement i.e. Advising, LLC (“IEA”) was retained by the Company as a strategy and management consultant pursuant to a Consulting Agreement, dated as of February 22, 2019 (the “Consulting Agreement”), with services provided pursuant to statements of work entered into between the Company and Consultant from time to time. Mr. Isett was the Managing Director and sole owner of IEA. Effective as of May 1, 2019, the Company entered into a Statement of Work (the "May 1, 2019 SOW") pursuant to the Consulting Agreement, which provided for an engagement to be conducted on a retainer basis with Mr. Isett as the primary engagement resource, at a rate of $40,000 per month, and on a time and materials basis for all other engagement resources provided by IEA, billable at the rate of $85 to $450 per hour. IEA and the Company entered into an additional Statement of Work on December 1, 2019 (the "December 1, 2019 SOW"), which provided that Consultant would be entitled to a bonus of 3% to 4.5% of the transaction value if the Company or any of its assets were sold during the term of the Statement of Work. Consultant and the Company agreed to terminate the Consulting Agreement and both the May 1, 2019 SOW and December 1, 2019 SOW on March 10, 2020, when Mr. Isett became the Company's Chief Executive Officer. Consulting expenses totaled approximately $425,000 and $168,000 in 2020 and 2019, respectively. At June 30, 2020 and 2019, the Company owed the Consultant $0 and $60,000, respectively. KBI Consulting On April 1, 2020, the Company entered into a consulting agreement with KBI Consulting for business support services provided by Mr. Isett's wife. Per the consulting agreement the business support services are billed at $5,800 per month. Consulting expenses totaled approximately $17,000 in 2020. At June 30, 2020, the Company owed the Consultant $5,800. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2020 | |
Income Taxes | |
Income Taxes | 18. Income Taxes The components of net loss consist of the following (in thousands): For the Years Ended June 30, 2020 2019 United States $ (16,429) $ (17,576) Brazil (15) (21) Total $ (16,444) $ (17,597) The components of the provision (benefit) for income taxes consist of the following (in thousands): For the Years Ended June 30, 2020 2019 Current – Federal, state and foreign $ — $ — Deferred – Federal (1,560) (3,690) Deferred – State (428) (990) Deferred – Foreign — — Total (1,988) (4,680) Change in valuation allowance 1,988 4,680 Income tax expense $ — $ — The Company has deferred income taxes due to income tax credits, net operating loss carryforwards, and the effect of temporary differences between the carrying values of certain assets and liabilities for financial reporting and income tax purposes. The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of June 30, 2020 2019 Deferred tax assets (liabilities): Net operating loss $ 25,179 $ 21,427 Share-based compensation 93 2,236 Research and development tax credits 1,568 1,534 Basis in iBio CDMO 973 687 Intangible assets (173) (233) Vacation accrual and other 18 19 Valuation allowance (27,658) (25,670) Total $ — $ — The Company has a valuation allowance against the full amount of its net deferred tax assets due to the uncertainty of realization of the deferred tax assets due to the operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. Federal net operating losses of approximately $5.5 million were used by the Former Parent prior to June 30, 2008 and are not available to the Company. The Former Parent allocated the use of the Federal net operating losses available for use on its consolidated Federal tax return on a pro rata basis based on all of the available net operating losses from all the entities included in its control group. U.S. federal net operating losses of approximately $102.3 million are available to the Company as of June 30, 2020, of which $71.3 million will expire at various dates through 2039 and $31.0 million with no expiration date. These carryforwards could be subject to certain limitations in the event there is a change in control of the Company pursuant to Internal Revenue Code Section 382, though the Company has not performed a study to determine if the loss carryforwards are subject to these Section 382 limitations. The Company has a research and development credit carryforward of approximately $1.5 million at June 30, 2020. In addition, the Company has foreign net operating losses totaling approximately $123,000 with no expiration date. A reconciliation of the statutory tax rate to the effective tax rate is as follows: Years Ended June 30, 2020 2019 Statutory federal income tax rate 21 % 21 % State (net of federal benefit) 6 % 6 % Research and development tax credit — % 1 % Cancelled and expired non-qualifying stock options (14) % — % Change in valuation allowance (13) % (28) % Effective income tax rate — % — % The Company has not been audited in connection with income taxes. iBio files U.S. Federal and state income tax returns subject to varying statutes of limitations. The 2016 through 2019 tax returns generally remain open to examination by U.S. Federal authorities and by state tax authorities. In addition, the 2015 through 2019 Brazilian federal tax returns remain open to examination by Brazil’s federal tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 19. Commitments and Contingencies COVID-19 As a result of the impact of the COVID-19 pandemic crisis, the Company does not anticipate any significant threat to its operations at this point in time. Due to the general unknown nature surrounding the crisis, the Company cannot reasonably estimate the potential for any future impacts on operations or its liquidity. In recognition of the significant threat to the liquidity of the financial markets posed by COVID-19, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), was signed into law to provide emergency assistance to qualifying businesses and individuals. There can be no assurance that these interventions by the government will be successful, and the financial markets may experience significant contractions in available liquidity. On April 16, 2020, the Company received $600,000 related to its filing under the Paycheck Protection Program and CARES Act. It is not possible at this time to estimate the further need, availability, extent or impact of any additional such relief. Although the Company does not anticipate current operational difficulties, the risk exists that further COVID-19 developments may negatively impact the Company’s financial condition and restrict the availability of liquidity for its operational needs. Agreements Lease – Bryan, Texas As discussed above, iBio CDMO is leasing its facility in Bryan, Texas from the Second Eastern Affiliate under the Sublease. See Note 13 – Finance Lease Obligations for more details of the Sublease. Lawsuits On March 17, 2015, the Company filed a Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer and Vidadi Yusibov (“Yusibov”), Fraunhofer CMB’s Executive Director, seeking monetary damages and equitable relief based on Fraunhofer’s material and continuing breaches of their contracts with the Company. On September 16, 2015, the Company voluntarily dismissed its action against Yusibov, without prejudice, and thereafter on September 29, 2015, the Company filed a Verified Amended Complaint against Fraunhofer alleging material breaches of its agreements with the Company and seeking monetary damages and equitable relief against Fraunhofer. The Court bifurcated the action to first resolve the threshold question in the case – the scope of iBio’s ownership of the technology developed or held by Fraunhofer – before proceeding with the rest of the case and the parties stipulated their agreement to that approach. After considering the parties’ written submissions and oral argument, the Court resolved the threshold issue in favor of iBio on July 29, 2016, holding that iBio owns all proprietary rights of any kind to all plant-based technology of Fraunhofer developed or held as of December 31, 2014, including know-how, and was entitled to receive a technology transfer from Fraunhofer. Fraunhofer’s motion to dismiss iBio’s contract claims was denied by the Court on February 24, 2017. The Court at that time also granted, over Fraunhofer’s opposition, iBio’s motion to supplement and amend the Complaint to add additional state law claims against Fraunhofer. Fraunhofer filed an answer and counterclaims in March 2017, but in May 2017, Fraunhofer obtained new counsel, and with iBio’s agreement (as a matter of procedure), filed an amended answer and amended counterclaims in July 2017. The Company replied to those counterclaims on August 9, 2017. In November 2017, the Company engaged new counsel to further lead its litigation efforts, and on November 3, 2017, the Company filed a separate Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer-Gesellschaft, the European unit of Fraunhofer (the “Second Complaint”). The Second Complaint follows iBio’s pending litigation filed in March 2015, described above, against Fraunhofer USA, Inc., the U.S. unit of Fraunhofer. The complaint against Fraunhofer-Gesellschaft was dismissed by the Delaware Chancery Court on December 10, 2018 as untimely filed. The dismissal of this action has no effect on the action against the U.S. unit of Fraunhofer. The case against Fraunhofer has proceeded and fact and expert discovery has now closed. Fraunhofer filed a motion for summary judgment in November 2019, arguing that the Company’s claims should be dismissed as preempted or duplicative, and that certain claims should be time barred. Briefing was completed in January 2020, and a hearing on Fraunhofer’s motion was held on June 11, 2020. On September 25, 2020, the Court granted in part and denied in part Fraunhofer’s motion for summary judgment. The Court granted Fraunhofer’s motion for summary judgment as to iBio’s fraud, conversion, constructive trust, partial rescission, and unjust enrichment claims. The U.S. Court denied Fraunhofer’s motion for summary judgment as to iBio’s declaratory judgment, breach of contract, misappropriation of trade secrets, tortious interference, and deceptive trade practices claims, and ruled that those claims could proceed to trial. On January 6, 2020, the Company filed a motion in the Court of Chancery of the State of Delaware to initiate new litigation against Fraunhofer-Gesellschaft through an amendment to its Verified Amended Complaint. The motion asserts that new evidence reveals that Fraunhofer-Gesellschaft exercised complete dominion and control over its US subsidiary to wrongfully access and direct use of iBio’s intellectual property on many occasions with new and different third parties. The Court denied the Company’s motion for leave to amend at a hearing on June 11, 2020, without prejudice and with leave to refile the complaint at a later date. The case is set for trial on March 1 to 5, 2021. The Company is unable to predict the further outcome of this action at this time. |
Employee 401(K) Plan
Employee 401(K) Plan | 12 Months Ended |
Jun. 30, 2020 | |
Employee 401(K) Plan | |
Employee 401(K) Plan | 20 . Employee 401(K) Plan Commencing January 1, 2018, the Company established the iBio, Inc. 401(K) Plan (the “Plan”). Eligible employees of the Company may participate in the Plan, whereby they may elect to make elective deferral contributions pursuant to a salary deduction agreement and receive matching contributions upon meeting age and length-of-service requirements. The Company will make a 100% matching contribution that is not in excess of 5% of an eligible employee’s compensation. In addition, the Company may make qualified non-elective contributions at its discretion. Employer contributions made to the Plan totaled approximately $97,000 and $126,000 in 2020 and 2019, respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jun. 30, 2020 | |
Segment Reporting | |
Segment Reporting | 21. Segment Reporting In accordance with FASB ASC 280, “ Segment Reporting ,” the Company discloses financial and descriptive information about its reportable segments. The Company operates in two segments, (i) our biologics development and licensing activities, conducted within iBio, Inc. and (ii) our CDMO segment, conducted within iBio CDMO. These segments are components of the Company about which separate financial information is available and regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies. Please note that certain totals may not sum due to rounding. Year Ended June 30, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 1,546 $ 92 $ — $ 1,638 Revenues – intersegment 793 1,665 (2,458) — Research and development 1,106 3,805 (1,698) 3,213 General and administrative 5,381 7,807 (760) 12,428 Operating loss (4,148) (9,855) — (14,003) Interest expense — (2,466) — (2,466) Interest and other income 24 1 — 25 Consolidated net loss (4,124) (12,320) — (16,444) Total assets 103,667 31,868 (41,346) 94,189 Finance lease ROU assets — 27,616 27,616 Fixed assets, net — 3,657 — 3,657 Intangible assets, net 1,144 — — 1,144 Amortization of ROU assets — 1,661 — 1,661 Depreciation expense 1 281 — 282 Amortization of intangible assets 298 — — 298 Year Ended June 30, 2019 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 2,018 $ — $ — $ 2,018 Revenues – intersegment 1,465 1,995 (3,460) — Research and development 4,344 3,164 (2,034) 5,474 General and administrative 4,297 9,461 (1,426) 12,332 Operating loss (5,158) (10,630) — (15,788) Interest expense — (1,900) — (1,900) Interest and other income 79 12 — 91 Consolidated net loss (5,079) (12,518) — (17,597) Total assets 37,442 6,399 (13,255) 30,586 Fixed assets, net 2 24,378 — 24,380 Intangible assets, net 1,374 — — 1,374 Depreciation expense 2 1,425 — 1,427 Amortization of intangible assets 322 — — 322 |
Notice of Delisting or Failure
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | 12 Months Ended |
Jun. 30, 2020 | |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | 22 . Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On October 16, 2019, the Company received notification from the NYSE American (the “Exchange”) that the Company is not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide (the “Guide”), which applies if a listed company has stockholders’ equity of less than $4,000,000 and has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years, and Section 1003(a)(iii) of the Guide, which applies if a listed company has stockholders’ equity of less than $6,000,000 and has reported losses from continuing operations and/or net losses in its five most recent fiscal years. On December 9, 2019, the Company received a further notice from the Exchange that the Company currently is below the Exchange’s continued listing standards set forth in Section 1003(a)(i) of the Guide, which applies if a listed company has stockholders’ equity of less than $2,000,000 and has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. The December 9, 2019 notification from the Exchange also stated that the Exchange has determined that the Company’s securities have been selling for a low price per share for a substantial period of time and pursuant to Section 1003(f)(v) of the Guide, the Company’s continued listing on the Exchange is predicated on the Company effecting a reverse stock split or otherwise demonstrating sustained improvement in its share price within a reasonable period of time, which the Exchange has determined to be no later than June 9, 2020. The Exchange notified us on June 9, 2020, that we had regained compliance with this section of the Exchange’s listing standards. On January 10, 2020, the Company received notice from the Exchange that NYSE Regulation has accepted the Company’s November 15, 2019 plan to regain compliance with the Exchange’s continued listing standards set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Guide and has granted a plan period through December 9, 2020, subject to periodic review by the Exchange, including quarterly monitoring, to regain compliance with the initiatives outlined in the plan. The Exchange notified us on October 1, 2020, that we had regained compliance with all of the Exchange continued listing standards set forth in Part 10 of the Guide. Specifically, the notification stated that we had resolved the continued listing deficiency with respect to Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Guide by meeting the requirements of the $50 million market capitalization exemption in Section 1003(a) of the Guide. The NYSE American notifications did not affect the Company’s business operations or its reporting obligations under the Securities and Exchange Commission regulations and rules and did not conflict with or cause an event of default under any of the Company’s material agreements. In addition, the Company expects revenues related to its CDMO core services offering and potential commercialization of its technologies and the potential development and eventual commercialization of proprietary pipeline products. The Company cannot be certain it will succeed in these activities and may never generate revenues that are significant or large enough to achieve profitability. As of June 30, 2020, the Company's stockholders' equity balance is $56.6 million. In order to maintain its listing with NYSE American, the Company must remain in compliance with the continued listing standards as set forth in Section 1003(a)(iii) of the Company Guide, which applies if a listed company has stockholders’ equity of less than $6,000,000 and has sustained losses from continuing operations and/or net losses in its five most recent fiscal years. Based on the June 30, 2020, stockholders’ equity balance, the Company is above the Exchange compliance requirement with Section 1003(a)(iii). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2020 | |
Subsequent Events | |
Subsequent Events | 23. Subsequent Events On October 1, 2020 the Company loaned $1,500,000 to SAFI BIOSOLUTIONS, INC. in exchange for a convertible note receivable. The Company also executed a PROCESS DEVELOPMENT AND CLINICAL MANUFACTURING MASTER SERVICES AGREEMENT with SAFI on the same date. Interest will accrue on the unpaid principal balance at a rate equal to 5% per annum and is not due until the three-year anniversary of the note. The principal amount, plus accrued interest, will be recorded as a long-term asset. |
Disclosure of Prior Period Fina
Disclosure of Prior Period Financial Statement Error | 12 Months Ended |
Jun. 30, 2020 | |
Disclosure of Prior Period Financial Statement Error | |
Disclosure of Prior Period Financial Statement Error | 24. Disclosure of Prior Period Financial Statement Error The Company revised previously issued condensed consolidated financial statements as of March 31, 2020 and for the three- and nine-month periods ended March 31, 2020 for an error related to the omission of a share issuance completed during the period (Note 3). A summary of revisions to our previously reported financial statements presented herein for comparative purposes is included below: Revised Consolidated Balance Sheets Consolidated balance sheet March 31, 2020 (In thousands) As Reported Adjustment As Revised Subscription receivable $ — $ 2,190 $ 2,190 Total current assets 10,304 2,190 12,494 Total Assets 42,220 2,190 44,410 APIC 150,774 2,190 152,964 Total equity 3,957 2,190 6,147 Total liabilities and equity 42,220 2,190 44,410 Revised Consolidated Statement of Operations Three Months Ended March 31, 2020 As Reported Adjustment As Revised Loss per common share attributable to iBio, Inc. stockholders – basic and diluted $ (0.06) 0.00 (0.06) Weighted-average common shares outstanding – basic and diluted (000’s) 79,719 290 80,009 Nine Months Ended March 31, 2020 Loss per common share attributable to iBio, Inc. stockholders – basic and diluted $ (0.74) 0.00 (0.74) Weighted-average common shares outstanding – basic and diluted (000’s) 47,018 96 47,114 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include liquidity assertions, the valuation of intellectual property, legal and contractual contingencies and share-based compensation. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. At June 30, 2020 and 2019, the Company determined that an allowance for doubtful accounts was not needed. |
Revenue Recognition | Revenue Recognition The Company accounts for its revenue recognition under Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”) and other associated standards. Under this new standard, the Company recognizes revenue when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The Company’s contract revenue consists primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzes its agreements to determine whether the elements can be separated and accounted for individually or as a single unit of accounting. Allocation of revenue to individual elements that qualify for separate accounting is based on the separate selling prices determined for each component, and total contract consideration is then allocated pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors. In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied. The nature of the Company’s contracts with customers generally fall within the three key elements of the Company’s business plan: CDMO Facility Activities; Product Candidate Pipeline, and Facility Design and Build-out / Technology Transfer services. Recognition of revenue is driven by satisfaction of the performance obligations using one of two methods: revenue is either recognized over time or at a point in time. Contracts containing multiple performance obligations classify those performance obligations into separate units of accounting either as standalone or combined units of accounting. For those performance obligations treated as a standalone unit of accounting, revenue is generally recognized based on the method appropriate for each standalone unit. For those performance obligations treated as a combined unit of accounting, revenue is generally recognized as the performance obligations are satisfied, which generally occurs when control of the goods or services have been transferred to the customer or client or once the client or customer is able to direct the use of those goods and / or services as well as obtaining substantially all of its benefits. As such, revenue for a combined unit of accounting is generally recognized based on the method appropriate for the last delivered item but due to the specific nature of certain project and contract items, management may determine an alternative revenue recognition method as appropriate, such as a contract whereby one deliverable in the arrangement clearly comprises the overwhelming majority of the value of the overall combined unit of accounting. Under this circumstance, management may determine revenue recognition for the combined unit of accounting based on the revenue recognition guidance otherwise applicable to the predominant deliverable. The Company generates (or may generate in the future) contract revenue under the following types of contracts: Fixed-Fee Under a fixed-fee contract, the Company charges a fixed agreed upon amount for a deliverable. Fixed-fee contracts have fixed deliverables upon completion of the project. Typically, the Company recognizes revenue for fixed-fee contracts after projects are completed, delivery is made and title transfers to the customer, and collection is reasonably assured. Revenue can be recognized either 1) over time or 2) at a point in time. In 2020, $147,000 was recognized over time and $1,491,000 was recognized at a point in time. The comparative amounts for 2019 were $1,848,000 recognized over time and $170,000 recognized at a point in time. Time and Materials Under a time and materials contract, the Company charges customers an hourly rate plus reimbursement for other project specific costs. The Company recognizes revenue for time and material contracts based on the number of hours devoted to the project multiplied by the customer’s billing rate plus other project specific costs incurred. Grant Income Grants are recognized as income when all conditions of such grants are fulfilled or there is a reasonable assurance that they will be fulfilled. Grant income is classified as a reduction of research and development expenses. In 2020 and 2019, grant income amounted to approximately $0 and $37,000, respectively. |
Contract Assets | Contract Assets A contract asset is an entity's right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. Generally, an entity will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. Contract assets consist primarily of the cost of project contract work performed by third parties whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both June 30, 2020 and 2019, contract assets were $0. |
Contract Liabilities | Contract Liabilities A contract liability is an entity’s obligation to transfer goods or services to a customer at the earlier of (1) when the customer prepays consideration or (2) the time that the customer’s consideration is due for goods and services the entity will yet provide. Generally, an entity will recognize a contract liability when it receives a prepayment. Contract liabilities consist primarily of consideration received, usually in the form of payment, on project work to be performed whereby the Company expects to recognize any related revenue at a later date, upon satisfaction of the contract obligations. At both June 30, 2020 and 2019, contract liabilities were $1,810,000 and $1,279,000, respectively. The Company recognized revenue of $1,279,000 in 2020 that was included in the contract liabilities balance as of June 30, 2019. |
Leases | Leases Effective July 1, 2019, the Company adopted ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”) (“ASC 842”) and other associated standards using the modified retrospective approach for all leases entered into before the effective date. The new standard establishes a right-of-use (“ROU”) model requiring a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classified as either an operating or finance lease. The adoption of ASC 842 had a significant effect on the Company’s balance sheet, resulting in an increase in non-current assets and both current and non-current liabilities. The adoption of ASC 842 had no impact on retained earnings as the assets recognized under the Sublease and the associated lease obligation were accounted for as a capital lease under Topic 840. The Company did not have any operating leases, therefore there was no change in accounting treatment required. For comparability purposes, the Company will continue to comply with prior disclosure requirements in accordance with the then existing lease guidance under Topic 840 as prior periods have not been restated. As the Company elected to adopt ASC 842 at the beginning of the period of adoption, the Company recorded the ROU and finance lease obligation as follows: 1. ROU measured at the carrying amount of the leased assets under Topic 840. 2. Finance lease liability measured at the carrying amount of the capital lease obligation under Topic 840 at the beginning of the period of adoption. The Company elected the package of practical expedients as permitted under the transition guidance, which allowed it: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases. In accordance with ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration and to account for the lease and non-lease components as a single lease component. The lease liability and the corresponding ROU assets were recorded based on the present value of lease payments over the expected remaining lease term. The implicit rate within our capital lease was determinable and, therefore, used at the adoption date of ASC 842 to determine the present value of lease payments under the finance lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered unless it is reasonably certain we will not exercise the option. For periods prior to the adoption of ASC 842, the Company recorded interest expense based on the amortization of the capital lease obligation. The expense recognition for finance leases under Topic 842 is substantially consistent with prior guidance for capital leases. As a result, there are no significant differences in our results of operations presented. The impact of the adoption of ASC 842 on the balance sheet was (in thousands): As reported Balance June 30, Adoption of July 1, 2019 ASC 842 2019 Finance lease right-of-use assets $ — $ 7,489 $ 7,489 Total assets $ 30,586 $ 7,489 $ 38,075 Finance lease obligation - current portion $ 213 $ (141) $ 72 Finance lease obligation - net of current portion $ 24,671 $ 7,630 $ 32,301 Total liabilities $ 28,129 $ 7,489 $ 35,618 Total liabilities and stockholders’ equity $ 30,586 $ 7,489 $ 38,075 The impact of the adoption of ASC 842 on the Statement of Operations for the year ended June 30, 2020 was (in thousands): Prior to Adoption of Adoption ASC 842 Balance Total revenues $ 1,638 $ — $ 1,638 Operating expenses $ 15,171 $ 470 (1) $ 15,641 Operating loss $ (13,533) $ (470) $ (14,003) Other income (expense) $ (1,860) $ (581) (2) $ (2,441) Consolidated net loss $ (15,393) $ (1,051) $ (16,444) (1) Excess of the amortization of finance lease ROU’s over the depreciation of capital lease assets that would have occurred under ASC 840. (2) Excess of the interest expense related to the finance lease obligation over the interest expense of the capital lease obligation that would have been incurred under ASC 840. |
Work in Process | Work in Process Work in process consists primarily of the cost of labor and other overhead incurred on contracts that have not been completed. Work in process amounted to $798,000 and $0 as of June 30, 2020 and 2019, respectively. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the FASB ASC 730‑10, “ Research and Development ” (“ASC 730‑10”). Under ASC 730‑10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. |
Right-of-Use Assets | Right-of-Use Assets Assets held under the terms of finance (capital) leases are amortized on a straight-line basis over the terms of the leases or the economic lives of the assets. Obligations for future lease payments under finance (capital) leases are shown within liabilities and are analyzed between amounts falling due within and after one year. See Note 6 - Finance Lease ROU’s and Note 13 - Finance Lease Obligation for additional information. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three to fifteen years. |
Intangible Assets | Intangible Assets The Company accounts for intangible assets at their historical cost and records amortization utilizing the straight-line method based upon their estimated useful lives. Patents are amortized over a period of 10 years and other intellectual property is amortized over a period from 16 to 23 years. The Company reviews the carrying value of its intangible assets for impairment whenever events or changes in business circumstances indicate the carrying amount of such assets may not be fully recoverable. Evaluating for impairment requires judgment, and recoverability is assessed by comparing the projected undiscounted net cash flows of the assets over the remaining useful life to the carrying amount. Impairments, if any, are based on the excess of the carrying amount over the fair value of the assets. There were no impairment charges for the years ended June 30, 2020 and 2019. |
Foreign Currency | Foreign Currency The Company accounts for foreign currency translation pursuant to FASB ASC 830, “ Foreign Currency Matters .” The functional currency of iBio Brazil is the Brazilian Real. Under FASB ASC 830, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. All transaction gains and losses from the measurement of monetary balance sheet items denominated in Reals are reflected in the statement of operations as appropriate. Translation adjustments are included in accumulated other comprehensive loss. For both 2020 and 2019, any translation adjustments were considered immaterial and did not have a significant impact on the Company's consolidated financial statements. |
Share-based Compensation | Share-based Compensation The Company recognizes the cost of all share-based payment transactions at fair value. Compensation cost, measured by the fair value of the equity instruments issued, adjusted for estimated forfeitures, is recognized in the financial statements as the respective awards are earned over the performance period. The Company uses historical data to estimate forfeiture rates. The impact that share-based payment awards will have on the Company’s results of operations is a function of the number of shares awarded, the trading price of the Company’s stock at the date of grant or modification, the vesting schedule and forfeitures. Furthermore, the application of the Black-Scholes option pricing model employs weighted-average assumptions for expected volatility of the Company’s stock, expected term until exercise of the options, the risk-free interest rate, and dividends, if any, to determine fair value. Expected volatility is based on historical volatility of the Company’s common stock; the expected term until exercise represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company has not paid any dividends since its inception and does not anticipate paying any dividends for the foreseeable future, so the dividend yield is assumed to be zero. In addition, the Company estimates forfeitures at each reporting period rather than electing to record the impact of such forfeitures as they occur. See Note 16 – Share-Based Compensation for additional information. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2020 and 2019. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as income tax expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during 2020 and 2019. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash The Company maintains principally all cash balances in one financial institution which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the strength of the financial institution. The Company has not incurred any losses on these accounts. At June 30, 2020 and 2019, amounts in excess of insured limits were approximately $54,680,000 and $3,924,000, respectively. Revenue CC-Pharming accounted for approximately 77% and 92% of revenues in 2020 and 2019, respectively. Disclosure of Prior Period Financial Statement Error In connection with the preparation of our consolidated financial statements, the Company identified an error related to the omission from the financial statements for the three and nine months ended March 31, 2020 of a sale of shares of common stock under its equity distribution agreement that was initiated during the period ended March 31, 2020 but which settled subsequent to the end of the quarter. We note that this sale of shares was disclosed in the notes section of the Form 10-Q for the third quarter of fiscal year 2020. The Company assessed the materiality of this error in accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” both quantitatively and qualitatively and determined that restatement was not required for the period, but has elected to correct the error in light of its impact on its balance sheet. Accordingly, the Company has revised previously reported financial information for such error, as previously disclosed in our Quarterly Report on Form 10-Q for the third quarter of fiscal 2020. A summary of revisions to certain previously reported financial information presented herein for comparative purposes is included in Note 24. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “ Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ”, which amended the effective date of the various topics. As the Company is a smaller reporting company, the provisions of ASU 2016-13 and the related amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 (quarter ending September 30, 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption. Effective July 1, 2018, the Company adopted ASU 2017‑09, " Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting" (“ASU 2017‑09") which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 did not have a significant impact on the Company's consolidated financial statements. Effective April 1, 2018, the Company adopted ASU 2017‑11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815)" (“ASU 2017‑11”). The amendments in Part I of ASU 2017‑11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with ASC 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in ASC 470‑20, “ Debt—Debt with Conversion and Other Options ”), including related EPS guidance (in ASC 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of ASC 480 that now are presented as pending content in the codification, to a scope exception. Those amendments do not have an accounting effect. As a result of the adoption of ASU 2017‑11, the Company classified the proceeds received from the sale of its preferred stock as equity (see Note 14 – Stockholders’ Equity). Effective July 1, 2019, the Company adopted ASU 2018-07, “ Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ” (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The adoption of ASU 2018-07 did not have a significant impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes ” (“ASU 2019-12”) to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of U.S. GAAP. The guidance is effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2020 (quarter ending September 30, 2021 for the Company), with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impact of ASU 2019-12 on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. Most of the newer standards issued represent technical corrections to the accounting literature or application to specific industries which have no effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of impact of adoption of Topic 842 on the balance sheet | The impact of the adoption of ASC 842 on the balance sheet was (in thousands): As reported Balance June 30, Adoption of July 1, 2019 ASC 842 2019 Finance lease right-of-use assets $ — $ 7,489 $ 7,489 Total assets $ 30,586 $ 7,489 $ 38,075 Finance lease obligation - current portion $ 213 $ (141) $ 72 Finance lease obligation - net of current portion $ 24,671 $ 7,630 $ 32,301 Total liabilities $ 28,129 $ 7,489 $ 35,618 Total liabilities and stockholders’ equity $ 30,586 $ 7,489 $ 38,075 |
Schedule of impact of adoption of Topic 842 on the Statement Of Operations | The impact of the adoption of ASC 842 on the Statement of Operations for the year ended June 30, 2020 was (in thousands): Prior to Adoption of Adoption ASC 842 Balance Total revenues $ 1,638 $ — $ 1,638 Operating expenses $ 15,171 $ 470 (1) $ 15,641 Operating loss $ (13,533) $ (470) $ (14,003) Other income (expense) $ (1,860) $ (581) (2) $ (2,441) Consolidated net loss $ (15,393) $ (1,051) $ (16,444) (1) Excess of the amortization of finance lease ROU’s over the depreciation of capital lease assets that would have occurred under ASC 840. (2) Excess of the interest expense related to the finance lease obligation over the interest expense of the capital lease obligation that would have been incurred under ASC 840. |
Finance Lease ROU's (Tables)
Finance Lease ROU's (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Finance Lease ROU's | |
Schedule of the gross carrying value and accumulated amortization of finance lease ROU | The following table summarizes by category the gross carrying value and accumulated amortization of finance lease ROU (in thousands): June 30, June 30, 2020 2019 ROU - Facility $ 25,761 $ — ROU - Equipment 7,728 — 33,489 — Accumulated amortization (5,873) — Net finance lease ROU $ 27,616 $ — |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Fixed Assets | |
Schedule of gross carrying value and accumulated depreciation of fixed assets | The following table summarizes by category the gross carrying value and accumulated depreciation of fixed assets (in thousands): June 30, June 30, 2020 2019 Facility improvements $ 1,465 $ 1,449 Medical equipment 1,760 1,260 Office equipment and software 398 231 Construction in progress 787 138 Facility under capital lease — 20,000 Equipment under capital lease — 6,000 4,410 29,078 Accumulated depreciation – assets under capital lease — (4,212) Accumulated depreciation (753) (486) Net fixed assets $ 3,657 $ 24,380 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Intangible Assets | |
Schedule of Category the gross carrying value and accumulated amortization of intangible assets | The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands): June 30, June 30, 2020 2019 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents – gross carrying value 2,628 2,560 5,728 5,660 Intellectual property – accumulated amortization (2,555) (2,399) Patents – accumulated amortization (2,029) (1,887) (4,584) (4,286) Net intangible assets $ 1,144 $ 1,374 |
Schedule of Estimated annual amortization expenses for next five years and thereafter | The estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): For the Year Ending June 30, 2021 $ 280 2022 266 2023 252 2024 156 2025 62 Thereafter 128 Total $ 1,144 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Accrued Expenses | |
Schedule of Accrued expenses | Accrued expenses consist of the following (in thousands): June 30, June 30, 2020 2019 Rent and real estate taxes – related party (see Note 17) $ 295 $ 383 Interest – related party (see Note 17) 410 316 Salaries and benefits 231 166 Other accrued expenses 169 100 Total accrued expenses $ 1,105 $ 965 |
Finance Lease Obligation (Table
Finance Lease Obligation (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Finance Lease Obligation | |
Schedule of components of lease expense and supplemental balance sheet information related to the finance lease obligation | June 30, 2020 Finance Lease Cost: Amortization of right-of-use assets $ 1,661 Interest on lease liabilities 2,466 Operating Lease Cost 150 Total Lease Cost $ 4,277 Other Information Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from operating lease $ 150 Financing cash flows from finance lease obligation $ 66 |
Schedule of future minimum payments under the finance lease obligation | June 30, 2020 Finance lease right-of-use assets $ 27,616 Finance lease obligation – current portion $ 301 Finance lease obligation – non-current portion $ 32,007 Weighted-average remaining lease term – finance lease 29.68 years Weighted-average discount rate – finance lease obligation 7.608 % |
Schedule of Future Minimum Lease Payments for Capital Leases | Fiscal year ending on June 30: Principal Interest Total 2021 $ 301 $ 2,449 $ 2,750 2022 324 2,426 2,750 2023 350 2,400 2,750 2024 377 2,373 2,750 2025 406 2,344 2,750 Thereafter 30,550 37,513 68,063 Total minimum lease payments 32,308 $ 49,505 $ 81,813 Less: current portion (301) Long-term portion of minimum lease obligations $ 32,007 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Earnings (Loss) Per Common Share | |
Schedule of Earnings (loss) Per Share, Basic and Diluted | The following table summarizes the components of the earnings (loss) per common share calculation (in thousands, except per share amounts): Years ended June 30, 2020 2019 Basic and diluted numerator: Net loss attributable to iBio, Inc. stockholders $ (16,439) $ (17,593) Deemed dividends – down round of Series A Preferred and Series B Preferred (21,560) — Preferred stock dividends – iBio CMO Preferred Tracking Stock (261) (260) Net loss available to iBio, Inc. stockholders $ (38,260) $ (17,853) Basic and diluted denominator: Weighted-average common shares outstanding 62,795 18,926 Per share amount $ (0.61) $ (0.94) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of June 30, 2020, and 2019, shares issuable which could potentially dilute future earnings included were as follows. Year Ended June 30, 2020 2019 (in thousands) Stock options 3,476 1,347 Series A Preferred — 4,430 Series B Preferred 28,925 6,428 Restricted stock units 41 — Shares excluded from the calculation of diluted loss per share 32,442 12,205 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Share-Based Compensation | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations (in thousands): Year Ended June 30, 2020 2019 Research and development $ 55 $ 26 General and administrative 333 215 Totals $ 388 $ 241 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes all stock option activity during the years ended June 30, 2020 and 2019: Weighted- Weighted- average average Remaining Aggregate Stock Exercise Contractual Intrinsic Value Options Price Term (in years) (in thousands) Outstanding as of July 1, 2018 1,364,583 $ 12.01 4.9 $ — Granted 400,000 $ 0.90 Issued under Option Exchange 874,310 $ 0.93 Forfeited/expired/exchanged (1,292,374) $ 12.08 Outstanding as of June 30, 2019 1,346,519 $ 1.45 $ — Granted 2,383,300 $ 1.11 Exercised (139,392) $ 0.93 Forfeited/expired (114,654) $ 3.32 Outstanding as of June 30, 2020 3,475,773 $ 1.18 8.2 $ 4,042 As of June 30, 2020, vested and expected to vest 3,424,064 $ 1.18 8.3 $ 3,987 Exercisable as of June 30, 2020 983,442 $ 1.40 4.6 $ 1,221 |
Schedule of Stock options outstanding and exercisable | The following table summarizes information about options outstanding and exercisable at June 30, 2020: Options Outstanding and Exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Outstanding In Years Price Exercisable Exercise prices: $0.90 - $1.40 3,351,606 $ 1.03 959,442 $1.66 - $2.49 100,333 1.667 333 $2.53 - $3.80 500 2.53 333 $7.30 - $10.95 9,334 8.59 9,334 $26.90 - $40.35 14,000 27.47 14,000 3,475,773 $ 1.18 983,442 |
Schedule of Fair value of options granted using the Black-Scholes option pricing model | The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: 2020 2019 Weighted average risk-free interest rate 0.60 % % Dividend yield 0 % 0 % Volatility 97.5 % 97.5 % Expected term (in years) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Income Taxes | |
Schedule of Comprehensive Income (Loss) | The components of net loss consist of the following (in thousands): For the Years Ended June 30, 2020 2019 United States $ (16,429) $ (17,576) Brazil (15) (21) Total $ (16,444) $ (17,597) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision (benefit) for income taxes consist of the following (in thousands): For the Years Ended June 30, 2020 2019 Current – Federal, state and foreign $ — $ — Deferred – Federal (1,560) (3,690) Deferred – State (428) (990) Deferred – Foreign — — Total (1,988) (4,680) Change in valuation allowance 1,988 4,680 Income tax expense $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of June 30, 2020 2019 Deferred tax assets (liabilities): Net operating loss $ 25,179 $ 21,427 Share-based compensation 93 2,236 Research and development tax credits 1,568 1,534 Basis in iBio CDMO 973 687 Intangible assets (173) (233) Vacation accrual and other 18 19 Valuation allowance (27,658) (25,670) Total $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rate to the effective tax rate is as follows: Years Ended June 30, 2020 2019 Statutory federal income tax rate 21 % 21 % State (net of federal benefit) 6 % 6 % Research and development tax credit — % 1 % Cancelled and expired non-qualifying stock options (14) % — % Change in valuation allowance (13) % (28) % Effective income tax rate — % — % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Segment Reporting | |
Schedule of Segment Reporting Information, by Segment | segments, (i) our biologics development and licensing activities, conducted within iBio, Inc. and (ii) our CDMO segment, conducted within iBio CDMO. These segments are components of the Company about which separate financial information is available and regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies. Please note that certain totals may not sum due to rounding. Year Ended June 30, 2020 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 1,546 $ 92 $ — $ 1,638 Revenues – intersegment 793 1,665 (2,458) — Research and development 1,106 3,805 (1,698) 3,213 General and administrative 5,381 7,807 (760) 12,428 Operating loss (4,148) (9,855) — (14,003) Interest expense — (2,466) — (2,466) Interest and other income 24 1 — 25 Consolidated net loss (4,124) (12,320) — (16,444) Total assets 103,667 31,868 (41,346) 94,189 Finance lease ROU assets — 27,616 27,616 Fixed assets, net — 3,657 — 3,657 Intangible assets, net 1,144 — — 1,144 Amortization of ROU assets — 1,661 — 1,661 Depreciation expense 1 281 — 282 Amortization of intangible assets 298 — — 298 Year Ended June 30, 2019 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 2,018 $ — $ — $ 2,018 Revenues – intersegment 1,465 1,995 (3,460) — Research and development 4,344 3,164 (2,034) 5,474 General and administrative 4,297 9,461 (1,426) 12,332 Operating loss (5,158) (10,630) — (15,788) Interest expense — (1,900) — (1,900) Interest and other income 79 12 — 91 Consolidated net loss (5,079) (12,518) — (17,597) Total assets 37,442 6,399 (13,255) 30,586 Fixed assets, net 2 24,378 — 24,380 Intangible assets, net 1,374 — — 1,374 Depreciation expense 2 1,425 — 1,427 Amortization of intangible assets 322 — — 322 |
Disclosure of Prior Period Fi_2
Disclosure of Prior Period Financial Statement Error (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Disclosure of Prior Period Financial Statement Error | |
Summary of previously reported financial statements | Revised Consolidated Balance Sheets Consolidated balance sheet March 31, 2020 (In thousands) As Reported Adjustment As Revised Subscription receivable $ — $ 2,190 $ 2,190 Total current assets 10,304 2,190 12,494 Total Assets 42,220 2,190 44,410 APIC 150,774 2,190 152,964 Total equity 3,957 2,190 6,147 Total liabilities and equity 42,220 2,190 44,410 Revised Consolidated Statement of Operations Three Months Ended March 31, 2020 As Reported Adjustment As Revised Loss per common share attributable to iBio, Inc. stockholders – basic and diluted $ (0.06) 0.00 (0.06) Weighted-average common shares outstanding – basic and diluted (000’s) 79,719 290 80,009 Nine Months Ended March 31, 2020 Loss per common share attributable to iBio, Inc. stockholders – basic and diluted $ (0.74) 0.00 (0.74) Weighted-average common shares outstanding – basic and diluted (000’s) 47,018 96 47,114 |
Nature of Business (Details)
Nature of Business (Details) $ / shares in Units, $ in Millions | Jan. 13, 2016USD ($)shares | Jun. 30, 2020ft²segmentitem | Jun. 26, 2018$ / shares | Jun. 20, 2018$ / shares | Feb. 23, 2017$ / shares | Dec. 31, 2015 |
Nature of Business [Line Items] | ||||||
Number of Operating Segments | segment | 2 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 0.001 | ||||
Number Of Lines Of Business | item | 3 | |||||
Ibio CMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | 100.00% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | |||||
Shares exchanged for ownership interest | shares | 29,990,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
BRAZIL | ||||||
Nature of Business [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 99.00% | |||||
Second Eastern Affiliate [Member] | ||||||
Nature of Business [Line Items] | ||||||
Area of Land | ft² | 130,000 | |||||
Second Eastern Affiliate [Member] | Ibio CMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Amount Represented by Preferred Stock | $ | $ 15 | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | |||||
Second Eastern Affiliate [Member] | Ibio CDMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Lease Term | 34 years |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 17, 2020 | Mar. 19, 2020 | Mar. 13, 2020 | Oct. 29, 2019 | Mar. 19, 2019 | Jul. 12, 2018 | Jul. 12, 2018 | Jun. 26, 2018 | Jul. 31, 2020 | Jul. 27, 2020 | Jun. 30, 2020 | Nov. 30, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | Oct. 13, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Oct. 08, 2020 | Jun. 30, 2018 | Jun. 30, 2016 |
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Accumulated deficit | $ (150,420,000) | $ (150,420,000) | $ (150,420,000) | $ (150,420,000) | $ (150,420,000) | $ (105,821,000) | ||||||||||||||||||||
Net Cash Used in Operating Activities | (13,345,000) | (13,975,000) | ||||||||||||||||||||||||
Cash | 55,112,000 | 55,112,000 | 55,112,000 | 55,112,000 | 55,112,000 | 4,421,000 | $ 4,421,000 | $ 15,934,000 | ||||||||||||||||||
Cash and marketable securities | $ 83,000,000 | |||||||||||||||||||||||||
Proceeds from the exercise of warrants | 6,400,000 | 6,330,000 | 0 | |||||||||||||||||||||||
Net proceeds from underwritten public offering | $ 16,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,500,000 | $ 16,000,000 | 0 | |||||||||||||||||||||||
Shares of the common stock issued | 4,350,000 | 4,350,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | |||||||||||||||||||||||
Gross proceeds from issuance | $ 4,520,000 | |||||||||||||||||||||||||
Advance received | 6,300,000 | |||||||||||||||||||||||||
Purchase of capital expenditure | 31,400,000 | |||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 16,000,000 | |||||||||||||||||||||||||
Contract liabilities | $ 1,810,000 | $ 1,810,000 | $ 1,810,000 | $ 1,810,000 | 1,810,000 | 1,279,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,666,666 | |||||||||||||||||||||||||
Contract with Customer, Liability | 1,800,000 | |||||||||||||||||||||||||
Contract with Customer, Liability, Revenue Recognized | $ 3,100,000 | 1,279,000 | 1,279,000 | |||||||||||||||||||||||
Proceeds from capital contribution | $ 0 | 2,459,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 29,100,000 | |||||||||||||||||||||||||
Lincoln Park 2020 Purchase Agreement | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,100,000 | |||||||||||||||||||||||||
Shares of the common stock issued | 16,800,000 | 815,827 | 1,000,000 | 16,800,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.09 | |||||||||||||||||||||||||
Number of shares offered | 1,000,000 | |||||||||||||||||||||||||
Gross proceeds from issuance | $ 18,400,000 | $ 50,000,000 | $ 18,400,000 | |||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock Shares | 19,800,000 | |||||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock | $ 42,200,000 | |||||||||||||||||||||||||
Authorized value of shares | $ 50,000,000 | |||||||||||||||||||||||||
Term of agreement | 36 months | 36 months | ||||||||||||||||||||||||
Lung Bio | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Advance received | $ 1,600,000 | |||||||||||||||||||||||||
Contract with Customer, Liability, Revenue Recognized | 46,000 | |||||||||||||||||||||||||
CC-Pharming Ltd | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Contract with Customer, Liability, Revenue Recognized | $ 1,300,000 | |||||||||||||||||||||||||
Master Manufacturing Services and Supply Agreement ("MSA") | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Purchase of capital expenditure | 1,000,000 | |||||||||||||||||||||||||
Related contracted services | 620,000 | |||||||||||||||||||||||||
Contract liabilities | $ 1,600,000 | |||||||||||||||||||||||||
Eastern Affiliate [Member] | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Proceeds from capital contribution | $ 2,500,000 | |||||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,350,000 | |||||||||||||||||||||||||
Shares of the common stock issued | 1,500,000 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | ||||||||||||||||||||||||
Number of shares offered | 2,666,666 | |||||||||||||||||||||||||
Gross proceeds from issuance | $ 1,350,000 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000 | |||||||||||||||||||||||||
Shares of the common stock issued | 2,450,000 | 142,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 35,000,000 | |||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares of the common stock issued | 25,000,000 | 3,300,000 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares of the common stock issued | 6,300 | 6,300 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,785 | |||||||||||||||||||||||||
Shares of the common stock issued | 5,785 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.20 | |||||||||||||||||||||||||
Subsequent event | Lincoln Park 2020 Purchase Agreement | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares of the common stock issued | 2,700,000 | 2,670,000 | ||||||||||||||||||||||||
Gross proceeds from issuance | $ 6,800,000 | $ 6,790,000 | ||||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock Shares | 8,600,000 | |||||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock | $ 24,600,000 | |||||||||||||||||||||||||
UBS Securities, LLC ("UBS") | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Net proceeds from underwritten public offering | $ 72,000,000 | |||||||||||||||||||||||||
Shares of the common stock issued | 17,400,000 | |||||||||||||||||||||||||
Gross proceeds from issuance | $ 37,800,000 | |||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 72,000,000 | |||||||||||||||||||||||||
UBS Securities, LLC ("UBS") | Common Stock [Member] | ||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares of the common stock issued | 2,400,000 | 8,600,000 | ||||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock | $ 5,550,000 | $ 24,600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2018USD ($) | Jun. 30, 2020USD ($)item | Jun. 30, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number Of Lines Of Business | item | 3 | ||
Revenues | $ 1,638,000 | $ 2,018,000 | |
Revenues From Grants | 0 | 37,000 | |
Contract with Customer, Asset, Net, Current | 0 | 0 | |
Contract liabilities | 1,810,000 | 1,279,000 | |
Contract with Customer, Liability, Revenue Recognized | $ 3,100,000 | 1,279,000 | 1,279,000 |
Work in progress | 798,000 | 0 | |
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 | $ 0 | |
Dividend rate | 0.00% | 0.00% | |
Cash, FDIC Insured Amount | $ 54,680,000 | $ 3,924,000 | |
Sales Revenue, Net [Member] | Customer A [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 77.00% | 92.00% | |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life, Fixed assets | P3Y | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life, Fixed assets | P15Y | ||
Intellectual Property [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 16 years | ||
Intellectual Property [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 23 years | ||
Patents [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Recognized at a point in time | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Revenues | $ 1,491,000 | $ 170,000 | |
Recognized over time | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Revenues | $ 147,000 | $ 1,848,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Adoption of ASC 842 on the balance sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Jul. 01, 2019 | Jun. 30, 2019 |
Finance lease right-of-use assets | $ 27,616 | $ 0 | ||
Total assets | 94,189 | $ 42,220 | 30,586 | |
Finance lease obligation - current portion | 301 | 0 | ||
Finance lease obligation - net of current portion | 32,007 | 0 | ||
Total liabilities | 37,582 | 28,129 | ||
Total liabilities and stockholders' equity | $ 94,189 | $ 42,220 | 30,586 | |
Adoption of ASC 842 | ||||
Finance lease right-of-use assets | 7,489 | |||
Total assets | 7,489 | |||
Finance lease obligation - current portion | (141) | |||
Finance lease obligation - net of current portion | 7,630 | |||
Total liabilities | 7,489 | |||
Total liabilities and stockholders' equity | 7,489 | |||
Previously reported | ||||
Finance lease right-of-use assets | 0 | |||
Total assets | 30,586 | |||
Finance lease obligation - current portion | 213 | |||
Finance lease obligation - net of current portion | 24,671 | |||
Total liabilities | 28,129 | |||
Total liabilities and stockholders' equity | $ 30,586 | |||
Restatement adjustment | ||||
Finance lease right-of-use assets | $ 7,489 | |||
Total assets | 38,075 | |||
Finance lease obligation - current portion | 72 | |||
Finance lease obligation - net of current portion | 32,301 | |||
Total liabilities | 35,618 | |||
Total liabilities and stockholders' equity | $ 38,075 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Adoption of ASC 842 on the Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Total revenues | $ 1,638 | $ 2,018 |
Operating expenses | 15,641 | 17,806 |
Operating loss | (14,003) | (15,788) |
Other income (expense) | (2,441) | (1,809) |
Consolidated net loss | (16,444) | $ (17,597) |
Adoption of ASC 842 | ||
Total revenues | 0 | |
Operating expenses | 470 | |
Operating loss | (470) | |
Other income (expense) | (581) | |
Consolidated net loss | (1,051) | |
Previously reported | ||
Total revenues | 1,638 | |
Operating expenses | 15,171 | |
Operating loss | (13,533) | |
Other income (expense) | (1,860) | |
Consolidated net loss | (15,393) | |
Restatement adjustment | ||
Total revenues | 1,638 | |
Operating expenses | 15,641 | |
Operating loss | (14,003) | |
Other income (expense) | (2,441) | |
Consolidated net loss | $ (16,444) |
Finance Lease ROU's (Details)
Finance Lease ROU's (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Finance Lease, Right Of Use Asset, Disclosure [Line Items] | ||
ROU, gross | $ 33,489,000 | $ 0 |
Accumulated amortization | (5,873,000) | 0 |
Net finance lease ROU's | 27,616,000 | 0 |
Amortization of ROU assets | 1,661,000 | 0 |
Facility | ||
Finance Lease, Right Of Use Asset, Disclosure [Line Items] | ||
ROU, gross | 25,761,000 | 0 |
Equipment | ||
Finance Lease, Right Of Use Asset, Disclosure [Line Items] | ||
ROU, gross | $ 7,728,000 | $ 0 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Property, Plant and Equipment, Gross | $ 4,410 | $ 29,078 |
Accumulated depreciation - assets under capital lease | 0 | (4,212) |
Accumulated depreciation | (753) | (486) |
Net fixed assets | 3,657 | 24,380 |
Facility Improvements [Member] | ||
Property, Plant and Equipment, Gross | 1,465 | 1,449 |
Medical Equipment [Member] | ||
Property, Plant and Equipment, Gross | 1,760 | 1,260 |
Office equipment and software [Member] | ||
Property, Plant and Equipment, Gross | 398 | 231 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross | 787 | 138 |
Facility Under Capital Lease [Member] | ||
Property, Plant and Equipment, Gross | 0 | 20,000 |
Equipment Under Capital Lease [Member] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 6,000 |
Fixed Assets - Additional infor
Fixed Assets - Additional information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Fixed Assets | ||
Depreciation, Total | $ 282,000 | $ 1,427,000 |
Depreciation, Depletion and Amortization, Nonproduction | $ 179,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | $ 5,728 | $ 5,660 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,584) | (4,286) |
Net intangible assets | 1,144 | 1,374 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | 3,100 | 3,100 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,555) | (2,399) |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | 2,628 | 2,560 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (2,029) | $ (1,887) |
Intangible Assets - Estimated a
Intangible Assets - Estimated annual amortization expense (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Intangible Assets | ||
2021 | $ 280 | |
2022 | 266 | |
2023 | 252 | |
2024 | 156 | |
2025 | 62 | |
Thereafter | 128 | |
Total | $ 1,144 | $ 1,374 |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Amortization of Intangible Assets | $ 298,000 | $ 322,000 |
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 | $ 0 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 6 years 2 months 12 days | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years 6 months | |
Maximum [Member] | Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 23 years | |
Minimum [Member] | Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Significant Vendors (Details)
Significant Vendors (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Significant Vendor [Line Items] | ||
Accounts Payable, Current | $ 1,759,000 | $ 1,001,000 |
Research and Development Expense | 3,213,000 | 5,474,000 |
Novici [Member] | ||
Significant Vendor [Line Items] | ||
Accounts Payable, Current | 0 | 65,000 |
Research and Development Expense | $ 97,000 | $ 954,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Accrued Liabilities, Current | $ 1,105 | $ 965 |
Rent And Real Estate Tax Expense [Member] | ||
Accrued Liabilities, Current | 295 | 383 |
Interest Expense [Member] | ||
Accrued Liabilities, Current | 410 | 316 |
Salaries and benefits [Member] | ||
Accrued Liabilities, Current | 231 | 166 |
Other accrued expenses [Member] | ||
Accrued Liabilities, Current | $ 169 | $ 100 |
Notes Payable - Warrant Excha_2
Notes Payable - Warrant Exchange (Details) | Feb. 20, 2020USD ($) |
Underwritten offering | |
Notes Payable - Warrant Exchange | |
Proceeds from Issuance of Warrants | $ 10,000,000 |
Notes payable | |
Notes Payable - Warrant Exchange | |
Debt Instrument, Face Amount | $ 3,300,000 |
Notes Payable - PPP Loan (Detai
Notes Payable - PPP Loan (Details) - USD ($) | Jun. 30, 2020 | Apr. 16, 2020 | Jun. 30, 2019 |
Debt Securities, Available-for-sale [Line Items] | |||
Notes Payable, Current | $ 261,000 | $ 0 | |
Notes Payable, Noncurrent | 339,000 | $ 0 | |
PPP Loan, CARES Act [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Debt Instrument, Face Amount | 600,000 | $ 600,000 | |
Notes Payable, Current | 261,000 | ||
Notes Payable, Noncurrent | $ 339,000 |
Finance Lease Obligation - Fina
Finance Lease Obligation - Finance lease cost and other information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Finance Lease Cost: | ||
Amortization of finance lease right-of-use assets | $ 1,661,000 | $ 0 |
Interest on lease liabilities | 2,466,000 | |
Operating Lease Cost | 150,000 | |
Total Lease Cost | 4,277,000 | |
Cash paid for amounts included in the measurement lease liabilities: | ||
Operating cash flows from operating lease | 150,000 | |
Financing cash flows from finance lease obligation | 66,000 | |
Finance lease right-of-use assets | 27,616,000 | 0 |
Finance lease obligation - current portion | 301,000 | 0 |
Finance lease obligation - non-current portion | $ 32,007,000 | $ 0 |
Weighted average remaining lease term - finance lease | 29 years 8 months 5 days | |
Weighted average discount rate - finance lease obligation | 7.608% |
Finance Lease Obligation - Capi
Finance Lease Obligation - Capital Lease Obligation - Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
2021 | $ 2,750 | |
2022 | 2,750 | |
2023 | 2,750 | |
2024 | 2,750 | |
2025 | 2,750 | |
Thereafter | 68,063 | |
Total minimum lease payments | 81,813 | |
Less: current portion | 0 | $ (213) |
Long-term portion of minimum lease obligations | 0 | $ 24,671 |
Principal [Member] | ||
2021 | 301 | |
2022 | 324 | |
2023 | 350 | |
2024 | 377 | |
2025 | 406 | |
Thereafter | 30,550 | |
Total minimum lease payments | 32,308 | |
Less: current portion | (301) | |
Long-term portion of minimum lease obligations | 32,007 | |
Interest [Member] | ||
2021 | 2,449 | |
2022 | 2,426 | |
2023 | 2,400 | |
2024 | 2,373 | |
2025 | 2,344 | |
Thereafter | 37,513 | |
Total minimum lease payments | 49,505 | |
Less: current portion | 0 | |
Long-term portion of minimum lease obligations | $ 0 |
Finance Lease Obligation - Leas
Finance Lease Obligation - Lease with Second Eastern Affiliate (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Financial Lease Obligation Description | In addition to the base rent, iBio CDMO is required to pay, for each calendar year during the term, a portion of the total gross sales for products manufactured or processed at the facility, equal to 7% of the first $5,000,000 of gross sales, 6% of gross sales between $5,000,001 and $25,000,000, 5% of gross sales between $25,000,001 and $50,000,000, 4% of gross sales between $50,000,001 and $100,000,000, and 3% of gross sales between $100,000,001 and $500,000,000. However, if for any calendar year period from January 1, 2018 through December 31, 2019, iBio CDMO's applicable gross sales are less than $5,000,000, or for any calendar year period from and after January 1, 2020, its applicable gross sales are less than $10,000,000, then iBio CDMO is required to pay the amount that would have been payable if it had achieved such minimum gross sales and shall pay no less than the applicable percentage for the minimum gross sales for each subsequent calendar year. As the Company adopted ASC 842 effective July 1, 2019, the minimum percentage rent is included in the finance lease obligation. Percentage rent amounted to $0 and $350,000 in 2020 and 2019, respectively. | |
Accrued expenses | $ 6,000 | $ 125,000 |
Subsidiaries [Member] | ||
Sub Lease Expiration Period | 34 years | |
Operating Leases, Rent Expense | $ 150,000 | 129,000 |
Renewal term | 10 years | |
Annual base rent | $ 2,100,000 | |
Accrued expenses | 705,000 | 699,000 |
General and administrative expenses | 701,000 | 1,051,000 |
Interest expense | $ 2,466,000 | $ 1,900,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 17, 2020 | May 13, 2020 | Mar. 19, 2020 | Mar. 13, 2020 | Oct. 29, 2019 | Oct. 28, 2019 | Mar. 19, 2019 | Jul. 12, 2018 | Jul. 12, 2018 | Jun. 28, 2018 | Jun. 26, 2018 | Nov. 27, 2017 | Feb. 23, 2017 | Apr. 13, 2016 | Apr. 07, 2016 | Jan. 25, 2016 | Jan. 13, 2016 | Jul. 31, 2020 | Jul. 27, 2020 | Jun. 30, 2020 | Nov. 30, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | May 31, 2018 | Feb. 23, 2017 | Oct. 13, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 20, 2020 | Jun. 30, 2018 | Jun. 20, 2018 | Mar. 31, 2018 | Nov. 30, 2017 | Dec. 31, 2015 |
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,500,000 | $ 16,000,000 | $ 0 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | 0.90 | $ 0.90 | |||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 4,350,000 | 4,350,000 | ||||||||||||||||||||||||||||||||||||
Warrants to purchase shares of Common Stock | 14,999,998 | 9,595,002 | ||||||||||||||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ 6,400,000 | $ 6,330,000 | 0 | |||||||||||||||||||||||||||||||||||
Shares of common stock issued for the cashless exercise of Warrants | 5,900,000 | |||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants reducing balance owed for notes payable - warrant exchange | $ 1,300,000 | $ 1,305,000 | $ 0 | |||||||||||||||||||||||||||||||||||
Costs related to the warrant exchange offset against additional paid-in capital | $ 313,000 | |||||||||||||||||||||||||||||||||||||
Warrants outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 275,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | ||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,517,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 4,520,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 140,071,110 | 140,071,110 | 140,071,110 | 140,071,110 | 140,071,110 | 20,152,458 | ||||||||||||||||||||||||||||||||
Share Price | $ 2.22 | $ 2.22 | $ 2.22 | $ 2.22 | $ 2.22 | $ 0.71 | $ 0.90 | |||||||||||||||||||||||||||||||
Underwriting Discounts, Commissions and Other Offering Expenses | $ 159,000 | $ 854,000 | ||||||||||||||||||||||||||||||||||||
No sales period | 90 days | |||||||||||||||||||||||||||||||||||||
Underwriting option period | 45 days | |||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 6,400,000 | $ 6,330,000 | $ 0 | |||||||||||||||||||||||||||||||||||
Proceeds from Noncontrolling Interests | $ 2,459,000 | $ 1,093,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 29,100,000 | |||||||||||||||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 16,000,000 | |||||||||||||||||||||||||||||||||||||
Cost for issuance of shares | $ 2,170,000 | $ 159,000 | ||||||||||||||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 25,000,000 | 3,300,000 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | |||||||||||||||||||||||||||||||||||||
Number of stocks sold | 1 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.22 | |||||||||||||||||||||||||||||||||||||
Term of the warrants | 2 years | |||||||||||||||||||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 25,000,000 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | |||||||||||||||||||||||||||||||||||||
Number of stocks sold | 1 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.22 | |||||||||||||||||||||||||||||||||||||
Term of the warrants | 7 years | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 6,600,000 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 5,887,997 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000 | |||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | |||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 2,450,000 | 142,000 | ||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 22,550,000 | |||||||||||||||||||||||||||||||||||||
Shares, Outstanding | 140,071,000 | 140,071,000 | 140,071,000 | 140,071,000 | 140,071,000 | 20,152,000 | 16,040,000 | |||||||||||||||||||||||||||||||
Number of stock issued on each unit of stock sold | 1 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 35,000,000 | |||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 0 | |||||||||||||||||||||||||||||||||||||
Shares, Outstanding | 6,000 | 6,000 | 6,000 | 6,000 | 6,000 | 10,000 | 12,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 0 | |||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of stocks sold | 2 | |||||||||||||||||||||||||||||||||||||
Common Stock and Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.20 | |||||||||||||||||||||||||||||||||||||
Preferred Tracking Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 29,990,000 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 1 | |||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividends Per Share, Declared | $ 0 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 6,300 | 6,300 | 6,300 | 6,300 | 6,300 | 6,300 | 1,000,000 | |||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | Each share of Series A Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price in effect at such time. The original conversion price of $0.90 was adjusted to $0.20 upon the closing of the Company's public offering on October 29, 2019. See the sections below entitled "Public Offering – June 26, 2018" and "Public Offering – October 29, 2019" for further information. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series A Preferred would not have the right to exercise any portion of its Series A Preferred if such holder, together with its affiliates, would beneficially own over 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise; provided, however, that upon 61 days' prior notice to us, such holder may increase the such limitation, provided that in no event will the limitation exceed 9.99%. | |||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,223 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 6,300 | 6,300 | ||||||||||||||||||||||||||||||||||||
Shares, Outstanding | 0 | 0 | 0 | 0 | 0 | 3,987 | ||||||||||||||||||||||||||||||||
Share Price | $ 1,000 | $ 1,000 | 1,000 | $ 0.20 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,470,000 | |||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,785 | 5,785 | 5,785 | 5,785 | 5,785 | 5,785 | 1,000,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,785 | |||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | Each share of Series B Preferred is convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price in effect at such time. The original conversion price of $0.90 was adjusted to $0.20 upon the closing of the Company's public offering on October 29, 2019. See the sections below entitled "Public Offering - June 26, 2018" and "Public Offering - October 29, 2019" for further information. The number of shares of common stock to be received is limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series B Preferred will not have the right to exercise any portion of its Series B Preferred if such holder, together with its affiliates, would beneficially own over 48% of the number of shares of common stock outstanding immediately after giving effect to such exercise. | |||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 28,925,000 | |||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.20 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 5,785 | |||||||||||||||||||||||||||||||||||||
Dividends Payable | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 28,925,000 | 28,925,000 | 28,925,000 | 28,925,000 | 28,925,000 | |||||||||||||||||||||||||||||||||
Shares, Outstanding | 5,785 | 5,785 | 5,785 | 5,785 | 5,785 | 5,785 | ||||||||||||||||||||||||||||||||
Share Price | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 5,785 | |||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | Each share of Series C Preferred was convertible into an amount of shares of common stock determined by dividing the stated value of $1,000 by the conversion price of $0.20, subject to adjustment. The number of shares of common stock to be received was limited by the beneficial ownership limitation as defined in the certificate of designation. Subject to limited exceptions, a holder of Series C Preferred would not have the right to exercise any portion of its Series C Preferred if such holder, together with its affiliates, would beneficially own over 4.99% (or, upon election by a holder prior to the issuance of any Series C Preferred Shares, 9.99%) of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise; provided, however, that upon prior notice to us, such holder may increase such limitation, provided that in no event will the limitation exceed 9.99% and any such increase would not be effective until the 61st day after such notice was delivered to the Company | |||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.20 | |||||||||||||||||||||||||||||||||||||
Maximum Common Stock Percentage | 4.99% | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 4,510 | |||||||||||||||||||||||||||||||||||||
Dividends Payable | $ 0 | |||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||
Maximum ownership through conversion without prior notice, prior to the issuance of preferred shares | 9.99% | |||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 4,510 | 4,510 | 4,510 | 4,510 | 4,510 | 4,510 | ||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Series C Preferred Shares, and Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1,000 | |||||||||||||||||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,350,000 | |||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 1,500,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,350,000 | |||||||||||||||||||||||||||||||||||||
Sale Of Stock Number Of Shares Offered For Sale | 2,666,666 | |||||||||||||||||||||||||||||||||||||
Underwritten offering | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||
Eastern Share Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,043,000 | $ 2,177,000 | ||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 6.22 | |||||||||||||||||||||||||||||||||||||
Term of agreement | 2 years | |||||||||||||||||||||||||||||||||||||
Maximum Common Stock Percentage | 38.00% | 38.00% | ||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 650,000 | 650,000 | 650,000 | |||||||||||||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ 945,000 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 350,000 | |||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||||||||||||||||||||||||||||||
Agreement term | 2 years | |||||||||||||||||||||||||||||||||||||
Class Of Warrants Or Rights Exercised | 178,400 | |||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 945,000 | |||||||||||||||||||||||||||||||||||||
Eastern Affiliate [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Maximum Common Stock Percentage | 48.00% | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 650,000 | |||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||||||||||||||||||||||||||||||
Preferred Tracking Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 29,990,000 | 29,990,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 13,000,000 | $ 13,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 2.00% | |||||||||||||||||||||||||||||||||||||
Dividends Payable | $ 871,000 | $ 871,000 | $ 871,000 | $ 871,000 | $ 871,000 | $ 610,000 | ||||||||||||||||||||||||||||||||
UBS Securities, LLC ("UBS") | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 17,400,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 37,800,000 | |||||||||||||||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 72,000,000 | |||||||||||||||||||||||||||||||||||||
Commission rate | 3.00% | |||||||||||||||||||||||||||||||||||||
Reimbursement of fees and disbursements | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Cost for issuance of shares | $ 1,270,000 | |||||||||||||||||||||||||||||||||||||
UBS Securities, LLC ("UBS") | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 2,400,000 | 8,600,000 | ||||||||||||||||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock | $ 5,550,000 | $ 24,600,000 | ||||||||||||||||||||||||||||||||||||
Ibio CMO [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | 99.99% | 100.00% | |||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | |||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Shares exchanged for ownership interest | 29,990,000 | |||||||||||||||||||||||||||||||||||||
Ibio CMO [Member] | Preferred Tracking Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Amount Represented by Preferred Stock | $ 13,000,000 | $ 13,000,000 | ||||||||||||||||||||||||||||||||||||
Ibio CMO [Member] | Preferred tracking stock issued in exchange of units [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | 99.99% | ||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | 0.01% | ||||||||||||||||||||||||||||||||||||
Ibio CMO [Member] | Preferred tracking stock issued in exchange of units [Member] | Preferred Tracking Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares exchanged for ownership interest | 29,990,000 | |||||||||||||||||||||||||||||||||||||
Ibio CMO [Member] | Preferred tracking stock exchanged for units [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | |||||||||||||||||||||||||||||||||
Ibio CMO [Member] | Preferred tracking stock exchanged for units [Member] | Preferred Tracking Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares exchanged for ownership interest | 29,990,000 | |||||||||||||||||||||||||||||||||||||
Ibio CMO [Member] | Eastern Affiliate [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | 0.01% | ||||||||||||||||||||||||||||||||||||
Ibio CMO [Member] | Eastern Affiliate [Member] | Preferred tracking stock exchanged for units [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 70.00% | 70.00% | ||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | 30.00% | 30.00% | 30.00% | 30.00% | 30.00% | 30.00% | |||||||||||||||||||||||||||||||
Ibio CDMO [Member] | Eastern Affiliate [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | 0.01% | ||||||||||||||||||||||||||||||||||||
Lincoln Park 2020 Purchase Agreement | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.09 | |||||||||||||||||||||||||||||||||||||
Term of agreement | 36 months | 36 months | ||||||||||||||||||||||||||||||||||||
Maximum obligation under each Regular Purchase | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||
Floor price | $ 0.20 | |||||||||||||||||||||||||||||||||||||
Maximum Common Stock Percentage | 19.99% | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 16,800,000 | 815,827 | 1,000,000 | 16,800,000 | ||||||||||||||||||||||||||||||||||
Maximum ownership through conversion without prior notice | 9.99% | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 18,400,000 | $ 50,000,000 | $ 18,400,000 | |||||||||||||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||
Agreement term | 36 months | 36 months | ||||||||||||||||||||||||||||||||||||
Sale Of Stock Number Of Shares Offered For Sale | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock | $ 42,200,000 | |||||||||||||||||||||||||||||||||||||
Lincoln Park 2020 Purchase Agreement | Subsequent event | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 2,700,000 | 2,670,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 6,800,000 | $ 6,790,000 | ||||||||||||||||||||||||||||||||||||
Net Proceeds From Issuance Of Common Stock | $ 24,600,000 | |||||||||||||||||||||||||||||||||||||
Securities and Exchange Commission | Lincoln Park May 2020 Purchase Agreement | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,090,000 | |||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.09 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to underwriters (in shares) | 1,000,000 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Basic and diluted numerator: | ||||
Net loss attributable to iBio, Inc. | $ (16,439) | $ (17,593) | ||
Deemed dividends - down round of Series A Preferred and Series B Preferred | (21,560) | 0 | ||
Preferred stock dividends - iBio CMO Preferred Tracking Stock | (261) | (260) | ||
Net loss available to iBio, Inc. stockholders | $ (38,260) | $ (17,853) | ||
Basic and diluted denominator: | ||||
Weighted-average common shares outstanding | 79,719 | 47,018 | 62,795 | 18,926 |
Per share amount | $ (0.06) | $ (0.74) | $ (0.61) | $ (0.94) |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 32,442 | 12,205 |
Employee Stock Option [Member] | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,476 | 1,347 |
RSU | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 41 | 0 |
Series A Preferred | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 4,430 |
Series B Preferred | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,925 | 6,428 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | $ 388 | $ 241 |
Research and development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | 55 | 26 |
General and administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | $ 333 | $ 215 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 20, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 |
Share-Based Compensation | |||||
Stock Options, Outstanding at beginning of the period | 1,346,519 | 1,364,583 | |||
Stock Options, Granted | 2,383,300 | 400,000 | |||
Stock Options, issued | 874,310 | ||||
Stock Options, Exercised | (139,392) | ||||
Stock Options, Forfeited/expired | (114,654) | (1,292,374) | |||
Stock Options, Outstanding at end of the period | 3,475,773 | 1,346,519 | 1,364,583 | 1,346,519 | |
Stock Options, Vested and, as of March 31, 2020, expected to vest | 3,424,064 | ||||
Stock Options, Exercisable as of March 31, 2020 | 983,442 | ||||
Weighted-average Exercise Price, Outstanding at beginning of the period | $ 1.45 | $ 12.01 | |||
Weighted-average Exercise Price, Granted | $ 0.93 | 1.11 | $ 0.90 | ||
Weighted-average Exercise Price, Issued | 0.93 | ||||
Weighted-average Exercise Price, Exercised | 0.93 | ||||
Weighted-average Exercise Price, Forfeited/expired | 3.32 | 12.08 | |||
Weighted-average Exercise Price, Outstanding at end of the period | 1.18 | $ 1.45 | $ 12.01 | $ 1.45 | |
Weighted-average Exercise Price, Vested and, as of March 31, 2020, expected to vest | 1.18 | ||||
Weighted-average Exercise Price, Exercisable as of March 31, 2020 | $ 1.40 | ||||
Weighted-average Remaining Contractual Term (in years), Outstanding | 8 years 2 months 12 days | 4 years 10 months 24 days | 6 years 1 month 6 days | ||
Weighted-average Remaining Contractual Term (in years), Vested and, as of March 31, 2020, expected to vest | 8 years 3 months 18 days | ||||
Weighted-average Remaining Contractual Term (in years), Exercisable as of March 31, 2020 | 4 years 7 months 6 days | ||||
Aggregate Intrinsic Value ,Outstanding | $ 4,042 | $ 0 | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Vested and, as of March 31, 2020, expected to vest | 3,987 | ||||
Aggregate Intrinsic Value, Exercisable as of March 31, 2020 | $ 1,221 |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Option Outstanding and Exercisable (Details) | 12 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number Outstanding | shares | 3,475,773 |
Weighted-Average Remaining Life In Years | 8 years 2 months 12 days |
Weighted-Average Exercise Price | $ 1.18 |
Number Exercisable | shares | 983,442 |
Exercise Price One [Member] | |
Number Outstanding | shares | 3,351,606 |
Weighted-Average Remaining Life In Years | 8 years 3 months 18 days |
Weighted-Average Exercise Price | $ 1.03 |
Number Exercisable | shares | 959,442 |
Exercise Price One [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 0.90 |
Exercise Price One [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 1.40 |
Exercise Price Two [Member] | |
Number Outstanding | shares | 100,333 |
Weighted-Average Remaining Life In Years | 9 years 10 months 24 days |
Weighted-Average Exercise Price | $ 1.667 |
Number Exercisable | shares | 333 |
Exercise Price Two [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 1.66 |
Exercise Price Two [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 2.49 |
Exercise Price Three [Member] | |
Number Outstanding | shares | 500 |
Weighted-Average Remaining Life In Years | 7 years 8 months 12 days |
Weighted-Average Exercise Price | $ 2.53 |
Number Exercisable | shares | 333 |
Exercise Price Three [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 2.53 |
Exercise Price Three [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 3.80 |
Exercise Price Four [Member] | |
Number Outstanding | shares | 9,334 |
Weighted-Average Remaining Life In Years | 1 year 10 months 24 days |
Weighted-Average Exercise Price | $ 8.59 |
Number Exercisable | shares | 9,334 |
Exercise Price Four [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 7.30 |
Exercise Price Four [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 10.95 |
Exercise Price Five [Member] | |
Number Outstanding | shares | 14,000 |
Weighted-Average Remaining Life In Years | 10 months 24 days |
Weighted-Average Exercise Price | $ 27.47 |
Number Exercisable | shares | 14,000 |
Exercise Price Five [Member] | Minimum [Member] | |
Weighted-Average Exercise Price | $ 26.90 |
Exercise Price Five [Member] | Maximum [Member] | |
Weighted-Average Exercise Price | $ 40.35 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value of Options Granted using the Black-Scholes option pricing model (Details) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Risk-free interest rate | 0.60% | |
Dividend yield | 0.00% | 0.00% |
Volatility, Minimum | 97.50% | |
Volatility, Maximum | 97.50% | |
Expected term (in years) | 9 years | 9 years |
Minimum [Member] | ||
Risk-free interest rate | 2.45% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Jun. 20, 2020 | Jun. 01, 2020 | Apr. 21, 2020 | Mar. 27, 2020 | Apr. 01, 2019 | Feb. 20, 2019 | Dec. 18, 2018 | Nov. 19, 2018 | Aug. 12, 2008 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 17, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 3,500,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.97 | $ 0.43 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized (in Dollars) | $ 2,174,000 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 10 months 24 days | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,383,300 | 400,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.93 | $ 1.11 | $ 0.90 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 433,000 | $ 57,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 102,000 | $ 0 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 874,310 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 10 months 24 days | ||||||||||||||
Share Price | $ 2.22 | $ 0.71 | $ 0.90 | $ 0.71 | |||||||||||
Underwater Options [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 94.00% | ||||||||||||||
RSU | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 years 8 months 12 days | ||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 41,000 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 8 months 12 days | ||||||||||||||
RSU | Employee Stock Option [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 41,150 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 47,000 | ||||||||||||||
Share Price | $ 1.15 | ||||||||||||||
Two Thousand eight Omnibus Equity Incentive Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Two Thousand eight Omnibus Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Two Thousand eight Omnibus Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||
Two thousand Eighteen Omnibus Equity Incentive Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 6,500,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 874,310 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Exchanged In Period | 1,165,750 | ||||||||||||||
Two thousand Eighteen Omnibus Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Two thousand Eighteen Omnibus Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||
Two thousand Eighteen Omnibus Equity Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 50,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share Price | $ 0.90 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 975,000 | ||||||||||||||
Share Price | $ 0.8953 | ||||||||||||||
Former Chief Executive Officer [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 400,000 | ||||||||||||||
Share Price | $ 1.47 | ||||||||||||||
Members of Management And Employees [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,000 | 908,300 | |||||||||||||
Share Price | $ 1.66 | $ 1.15 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 01, 2020 | May 01, 2019 | Jun. 28, 2018 | Jun. 26, 2018 | Feb. 23, 2017 | Jan. 13, 2016 | Jun. 26, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | 4,350,000 | ||||||||
Consulting Fees Per Month | $ 5,800 | $ 40,000 | ||||||||
Business support services amount per month | $ 97,000 | $ 954,000 | ||||||||
Eastern Affiliate [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | |||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||
KBI Consulting [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Due from (to) Related Party | 5,800 | |||||||||
Professional Fees | 17,000 | |||||||||
Advising, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Professional Fees | $ 425,000 | 168,000 | ||||||||
Ibio CDMO [Member] | Eastern Affiliate [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | |||||||||
Ibio CMO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | |||||||||
Shares exchanged for ownership interest | 29,990,000 | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | 100.00% | ||||||||
Ibio CMO [Member] | Preferred tracking stock issued in exchange of units [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | |||||||||
Ibio CMO [Member] | Preferred tracking stock exchanged for units [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 70.00% | |||||||||
Ibio CMO [Member] | Eastern Affiliate [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | |||||||||
Ibio CMO [Member] | Eastern Affiliate [Member] | Preferred tracking stock exchanged for units [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | 30.00% | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 70.00% | |||||||||
Preferred Tracking Stock [Member] | Ibio CMO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Amount Represented by Preferred Stock | $ 13,000,000 | |||||||||
Preferred Tracking Stock [Member] | Ibio CMO [Member] | Preferred tracking stock issued in exchange of units [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares exchanged for ownership interest | 29,990,000 | |||||||||
Preferred Tracking Stock [Member] | Ibio CMO [Member] | Preferred tracking stock exchanged for units [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares exchanged for ownership interest | 29,990,000 | |||||||||
Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting Rate Per Hour | 85 | |||||||||
Percentage of bonus | 3.00% | |||||||||
Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting Rate Per Hour | $ 450 | |||||||||
Percentage of bonus | 4.50% | |||||||||
Eastern Capital Limited And Its Affiliates [Member] | iBio CDMO LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Due from (to) Related Party | $ 15,000,000 | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | |||||||||
Eastern Capital Limited And Its Affiliates [Member] | Retained Interest [Member] | iBio CDMO LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | |||||||||
Second Eastern Affiliate [Member] | Ibio CMO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | |||||||||
Noncontrolling Interest, Amount Represented by Preferred Stock | $ 15,000,000 | |||||||||
Advising, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Due from (to) Related Party | $ 0 | |||||||||
Advising, LLC [Member] | Advising, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Due from (to) Related Party | $ 60,000 | |||||||||
Stockholders [Member] | Standstill Agreements [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | |||||||||
Director [Member] | Standstill Agreements [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 48.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (16,444) | $ (17,597) |
United States [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (16,429) | (17,576) |
BRAZIL | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (15) | $ (21) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Taxes | ||
Current - Federal, state and foreign | $ 0 | $ 0 |
Deferred - Federal | (1,560) | (3,690) |
Deferred - State | (428) | (990) |
Deferred - Foreign | 0 | 0 |
Total | (1,988) | (4,680) |
Change in valuation allowance | 1,988 | 4,680 |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets (liabilities): | ||
Net operating loss | $ 25,179 | $ 21,427 |
Share-based compensation | 93 | 2,236 |
Research and development tax credits | 1,568 | 1,534 |
Basis in iBio CDMO | 973 | 687 |
Intangible assets | (173) | (233) |
Vacation accrual and other | 18 | 19 |
Valuation allowance | (27,658) | (25,670) |
Total | $ 0 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Taxes | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State (net of federal benefit) | 6.00% | 6.00% |
Research and development tax credit | 0.00% | 1.00% |
Cancelled and expired non-qualifying stock options | (14.00%) | 0.00% |
Change in valuation allowance | (13.00%) | (28.00%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2008 | |
Income Taxes | |||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 102,300,000 | $ 5,500,000 | |
Deferred tax asset for operating loss carryforwards expire at various dates through 2039 | 71,300,000 | ||
Deferred tax asset for operating loss carryforwards with no expiration date | 31,000,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 123,000 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 16, 2020USD ($) |
PPP Loan | |
Commitments and Contingencies [Line Items] | |
Proceeds from debt received | $ 600,000 |
Employee 401(K) Plan (Details)
Employee 401(K) Plan (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Employee 401(K) Plan | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% | |
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 97,000 | $ 126,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Jun. 30, 2020segment | |
Segment Reporting | |
Number of Operating Segments | 2 |
Segment Reporting - Segments (D
Segment Reporting - Segments (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues - external customers | $ 1,638,000 | $ 2,018,000 | |
Revenues - intersegment | 0 | 0 | |
Research and development | 3,213,000 | 5,474,000 | |
General and administrative | 12,428,000 | 12,332,000 | |
Operating loss | (14,003,000) | (15,788,000) | |
Interest expense | (2,466,000) | (1,900,000) | |
Interest and other income | 25,000 | 91,000 | |
Consolidated net loss | (16,444,000) | (17,597,000) | |
Total assets | 94,189,000 | 30,586,000 | $ 42,220,000 |
Finance lease ROU assets | 27,616,000 | 0 | |
Fixed assets, net | 3,657,000 | 24,380,000 | |
Intangible assets, net | 1,144,000 | 1,374,000 | |
Amortization of ROU assets | 1,661,000 | 0 | |
Depreciation expense | 282,000 | 1,427,000 | |
Amortization of intangible assets | 298,000 | 322,000 | |
Operating Segments [Member] | Ibio Inc [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - external customers | 1,546,000 | 2,018,000 | |
Revenues - intersegment | 793,000 | 1,465,000 | |
Research and development | 1,106,000 | 4,344,000 | |
General and administrative | 5,381,000 | 4,297,000 | |
Operating loss | (4,148,000) | (5,158,000) | |
Interest expense | 0 | 0 | |
Interest and other income | 24,000 | 79,000 | |
Consolidated net loss | (4,124,000) | (5,079,000) | |
Total assets | 103,667,000 | 37,442,000 | |
Finance lease ROU assets | 0 | ||
Fixed assets, net | 0 | 2,000 | |
Intangible assets, net | 1,144,000 | 1,374,000 | |
Amortization of ROU assets | 0 | ||
Depreciation expense | 1,000 | 2,000 | |
Amortization of intangible assets | 298,000 | 322,000 | |
Operating Segments [Member] | Ibio CDMO [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - external customers | 92,000 | 0 | |
Revenues - intersegment | 1,665,000 | 1,995,000 | |
Research and development | 3,805,000 | 3,164,000 | |
General and administrative | 7,807,000 | 9,461,000 | |
Operating loss | (9,855,000) | (10,630,000) | |
Interest expense | (2,466,000) | (1,900,000) | |
Interest and other income | 1,000 | 12,000 | |
Consolidated net loss | (12,320,000) | (12,518,000) | |
Total assets | 31,868,000 | 6,399,000 | |
Finance lease ROU assets | 27,616,000 | ||
Fixed assets, net | 3,657,000 | 24,378,000 | |
Intangible assets, net | 0 | 0 | |
Amortization of ROU assets | 1,661,000 | ||
Depreciation expense | 281,000 | 1,425,000 | |
Amortization of intangible assets | 0 | 0 | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - external customers | 0 | 0 | |
Revenues - intersegment | (2,458,000) | (3,460,000) | |
Research and development | (1,698,000) | (2,034,000) | |
General and administrative | (760,000) | (1,426,000) | |
Operating loss | 0 | 0 | |
Interest expense | 0 | 0 | |
Interest and other income | 0 | 0 | |
Consolidated net loss | 0 | 0 | |
Total assets | (41,346,000) | (13,255,000) | |
Finance lease ROU assets | 0 | ||
Fixed assets, net | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Amortization of ROU assets | 0 | ||
Depreciation expense | 0 | 0 | |
Amortization of intangible assets | $ 0 | $ 0 |
Notice of Delisting or Failur_2
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | ||||
Entity Listing, Description | On October 16, 2019, the Company received notification from the NYSE American (the "Exchange") that the Company is not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide (the "Guide"), which applies if a listed company has stockholders' equity of less than $4,000,000 and has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years, and Section 1003(a)(iii) of the Guide, which applies if a listed company has stockholders' equity of less than $6,000,000 and has reported losses from continuing operations and/or net losses in its five most recent fiscal years. | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 56,607 | $ 3,957 | $ 2,457 | $ 16,164 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - SAFI BIOSOLUTIONS INC - Subsequent event | Oct. 01, 2020USD ($) |
Subsequent Event [Line Items] | |
Loaned in exchange for convertible note receivables | $ 1,500,000 |
Percentage of interest that accrue on unpaid principal balance | 5.00% |
Disclosure of Prior Period Fi_3
Disclosure of Prior Period Financial Statement Error (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revised Consolidated Balance Sheets | |||||
Subscription receivable | $ 0 | $ 0 | $ 5,549 | $ 0 | |
Total current assets | 10,304 | 10,304 | 61,748 | 4,808 | |
Total assets | 42,220 | 42,220 | 94,189 | 30,586 | |
APIC | 150,774 | 150,774 | |||
Total equity | 3,957 | 3,957 | 56,607 | 2,457 | $ 16,164 |
Total liabilities and equity | $ 42,220 | $ 42,220 | $ 94,189 | $ 30,586 | |
Revised Consolidated Statement of Operations | |||||
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted | $ (0.06) | $ (0.74) | $ (0.61) | $ (0.94) | |
Weighted-average common shares outstanding - basic and diluted | 79,719 | 47,018 | 62,795 | 18,926 | |
Adjustments Due to Error Related to the Omission of a Share Issuance [Member] | |||||
Revised Consolidated Balance Sheets | |||||
Subscription receivable | $ 2,190 | $ 2,190 | |||
Total current assets | 2,190 | 2,190 | |||
Total assets | 2,190 | 2,190 | |||
APIC | 2,190 | 2,190 | |||
Total equity | 2,190 | 2,190 | |||
Total liabilities and equity | $ 2,190 | $ 2,190 | |||
Revised Consolidated Statement of Operations | |||||
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted | $ 0 | $ 0 | |||
Weighted-average common shares outstanding - basic and diluted | 290 | 96 | |||
Revised Amounts for an Error Related to the Omission of a Share Issuance [Member] | |||||
Revised Consolidated Balance Sheets | |||||
Subscription receivable | $ 2,190 | $ 2,190 | |||
Total current assets | 12,494 | 12,494 | |||
Total assets | 44,410 | 44,410 | |||
APIC | 152,964 | 152,964 | |||
Total equity | 6,147 | 6,147 | |||
Total liabilities and equity | $ 44,410 | $ 44,410 | |||
Revised Consolidated Statement of Operations | |||||
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted | $ (0.06) | $ (0.74) | |||
Weighted-average common shares outstanding - basic and diluted | 80,009 | 47,114 |