Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Sep. 14, 2018 | Dec. 29, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | iBio, Inc. | ||
Entity Central Index Key | 1,420,720 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 12,041,281 | ||
Trading Symbol | IBIO | ||
Entity Common Stock, Shares Outstanding | 18,336,792 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash | $ 15,934 | $ 8,088 |
Accounts receivable - trade | 75 | 175 |
Work in process | 0 | 26 |
Prepaid expenses and other current assets | 276 | 283 |
Total Current Assets | 16,285 | 8,572 |
Fixed assets, net of accumulated depreciation | 25,152 | 25,589 |
Intangible assets, net of accumulated amortization | 1,620 | 1,823 |
Security deposit | 26 | 26 |
Total Assets | 43,083 | 36,010 |
Current liabilities: | ||
Accounts payable (related party of $189 and $87 as of June 30, 2018 and 2017, respectively) | 790 | 749 |
Accrued expenses (related party of $789 and $650 as of June 30, 2018 and 2017, respectively) | 1,048 | 924 |
Capital lease obligation - current portion | 197 | 183 |
Deferred revenue | 0 | 157 |
Total Current Liabilities | 2,035 | 2,013 |
Capital lease obligation - net of current portion | 24,884 | 25,082 |
Total Liabilities | 26,919 | 27,095 |
Commitments and Contingencies | ||
iBio, Inc. Stockholders' Equity: | ||
Common stock - $0.001 par value; 275,000,000 and 175,000,000 shares authorized as of June 30, 2018 and 2017, respectively; 16,040,126 and 8,911,851 shares issued and outstanding as of June 30, 2018 and 2017, respectively | 16 | 9 |
Additional paid-in capital | 104,408 | 81,057 |
Accumulated other comprehensive loss | (30) | (29) |
Accumulated deficit | (88,228) | (72,123) |
Total iBio, Inc. Stockholders' Equity | 16,166 | 8,914 |
Noncontrolling interest | (2) | 1 |
Total Equity | 16,164 | 8,915 |
Total Liabilities and Equity | 43,083 | 36,010 |
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts payable, related parties | $ 189 | $ 87 |
Accrued expenses, related parties | $ 789 | $ 650 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 275,000,000 | 175,000,000 |
Common stock, shares issued (in shares) | 16,040,126 | 8,911,851 |
Common stock, shares outstanding (in shares) | 16,040,126 | 8,911,851 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (in shares) | 6,300 | 0 |
Preferred stock, shares issued (in shares) | 6,210 | 0 |
Preferred stock, shares outstanding (in shares) | 6,210 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (in shares) | 5,785 | 0 |
Preferred stock, shares issued (in shares) | 5,785 | 0 |
Preferred stock, shares outstanding (in shares) | 5,785 | 0 |
iBio CMO [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 1 | 1 |
Preferred stock, shares outstanding (in shares) | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | $ 444 | $ 394 |
Operating expenses: | ||
Research and development (related party of $877 and $957), net of grant income of $44 and $131 | 3,986 | 4,117 |
General and administrative (related party of $942 and $775) | 10,685 | 10,551 |
Total operating expenses | 14,671 | 14,668 |
Operating loss | (14,227) | (14,274) |
Other income (expense): | ||
Interest expense (related party of $1,915 and $1,928) | (1,915) | (1,929) |
Interest income | 15 | 39 |
Royalty income | 19 | 25 |
Total other income (expense) | (1,881) | (1,865) |
Consolidated net loss | (16,108) | (16,139) |
Net loss attributable to noncontrolling interest | 3 | 1,607 |
Net loss attributable to iBio, Inc. | (16,105) | (14,532) |
Preferred stock dividends | (260) | (90) |
Net loss available to iBio, Inc. | (16,365) | (14,622) |
Comprehensive loss: | ||
Consolidated net loss | (16,108) | (16,139) |
Other comprehensive loss - foreign currency translation adjustments | (1) | 0 |
Comprehensive loss | $ (16,109) | $ (16,139) |
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted | $ (1.54) | $ (1.64) |
Weighted-average common shares outstanding - basic and diluted | 10,631 | 8,911 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses research and development, related party | $ 877 | $ 957 |
Operating expenses general and administrative, related party | 942 | 775 |
Interest Expense, Related Party | 1,915 | 1,928 |
Grant [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 44 | $ 131 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Jun. 30, 2016 | $ 24,044 | $ 0 | $ 89 | $ 67,468 | $ (57,591) | $ 14,107 | $ (29) |
Balance (in shares) at Jun. 30, 2016 | 0 | 89,110 | |||||
Effect of reverse stock split | 0 | $ 0 | $ (80) | 80 | 0 | 0 | 0 |
Effect of reverse stock split (in shares) | (80,199) | ||||||
Issuance of preferred stock for acquisition of additional interest in subsidiary | 0 | 0 | $ 0 | 12,499 | 0 | (12,499) | 0 |
Shared-based compensation | 1,010 | 0 | 0 | 1,010 | 0 | 0 | 0 |
Other adjustment | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 |
Other adjustment (in shares) | 1 | ||||||
Foreign currency translation adjustment | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 |
Net loss | (16,139) | 0 | 0 | 0 | (14,532) | (1,607) | 0 |
Balance at Jun. 30, 2017 | 8,915 | 0 | $ 9 | 81,057 | (72,123) | 1 | (29) |
Balance (in shares) at Jun. 30, 2017 | 8,912 | ||||||
Sales of common stock | 9,536 | $ 0 | $ 7 | 9,529 | 0 | 0 | 0 |
Sales of common stock (in shares) | 0 | 6,910 | |||||
Sales of preferred stock | 12,085 | $ 0 | $ 0 | 12,085 | 0 | 0 | 0 |
Sales of preferred stock (in shares) | 12 | 0 | |||||
Costs to raise capital | (1,175) | $ 0 | $ 0 | (1,175) | 0 | 0 | 0 |
Commitment fees for issuance of common stock | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 |
Commitment fees for issuance of common stock (in shares) | 120 | ||||||
Cash in lieu for fractional shares | (1) | 0 | $ (1) | 0 | 0 | 0 | 0 |
Cash in lieu for fractional shares (in shares) | (2) | ||||||
Additional paid-in capital – capital contribution | 1,093 | 0 | $ 0 | 1,093 | 0 | 0 | 0 |
Additional paid-in capital - preferred stock | 1,050 | 0 | 0 | 1,050 | 0 | 0 | 0 |
Conversion of preferred stock to common stock | 0 | 0 | $ 1 | (1) | 0 | 0 | 0 |
Conversion of preferred stock to common stock (in shares) | 100 | ||||||
Shared-based compensation | 770 | 0 | $ 0 | 770 | 0 | 0 | 0 |
Foreign currency translation adjustment | (1) | 0 | 0 | 0 | 0 | 0 | (1) |
Net loss | (16,108) | 0 | 0 | 0 | (16,105) | (3) | 0 |
Balance at Jun. 30, 2018 | $ 16,164 | $ 0 | $ 16 | $ 104,408 | $ (88,228) | $ (2) | $ (30) |
Balance (in shares) at Jun. 30, 2018 | 12 | 16,040 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (16,108) | $ (16,139) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ||
Share-based compensation | 770 | 1,010 |
Amortization of intangible assets | 341 | 350 |
Depreciation | 1,368 | 1,326 |
Bad debt expense | 61 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | 39 | 309 |
Accounts receivable - unbilled | 0 | 122 |
Work in process | 26 | (4) |
Prepaid expenses and other current assets | 8 | (19) |
Security deposit | 0 | 2 |
Accounts payable | 49 | (257) |
Accrued expenses | 124 | 4 |
Deferred revenue | (158) | 133 |
Net cash used in operating activities | (13,480) | (13,163) |
Cash flows from investing activities: | ||
Additions to intangible assets | (145) | (270) |
Purchases of fixed assets | (934) | (1,323) |
Net cash used in investing activities | (1,079) | (1,593) |
Cash flows from financing activities: | ||
Proceeds from sales of preferred and common stock | 21,621 | 0 |
Costs to raise capital | (1,175) | 0 |
Proceeds from additional paid-in capital - preferred stock | 1,050 | 0 |
Proceeds from capital contribution | 1,093 | 0 |
Payment of capital lease obligation | (183) | (170) |
Net cash provided by (used in) financing activities | 22,406 | (170) |
Effect of exchange rate changes | (1) | 0 |
Net increase (decrease) in cash | 7,846 | (14,926) |
Cash - beginning of year | 8,088 | 23,014 |
Cash - end of year | 15,934 | 8,088 |
Schedule of non-cash activities: | ||
Unpaid intangible assets included in accounts payable | 2 | 7 |
Intangible assets included in accounts payable in prior period, paid in current period | 7 | 0 |
Unpaid fixed assets included in accounts payable | 84 | 87 |
Fixed assets included in accounts payable in prior period, paid in current period | 87 | 71 |
Issuance of preferred stock for acquisition of additional interest in subsidiary | 0 | 12,499 |
Supplemental cash flow information: | ||
Cash paid during the year for interest | $ 1,917 | $ 1,930 |
Nature of Business
Nature of Business | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Nature of Business iBio, Inc. and Subsidiaries (“iBio” or the “Company”) is a biotechnology company focused on using our proprietary technologies and production facilities to provide product development and manufacturing services to clients, collaborators and third-party customers as well as developing and commercializing our own product candidates. iBio was established as a public company in August 2008 as the result of a spinoff from Integrated BioPharma, Inc. The Company operates in one business segment under the direction of its Executive Chairman. The Company’s wholly-owned and majority-owned subsidiaries are as follows: iBio CDMO LLC 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 11 for a further discussion. 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 139,000-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 capital lease for the facility as well as certain equipment (see Note 10). Commercial operations commenced 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 product(s) for treatment of fibrotic diseases and/or other proprietary iBio products; and (3) Commercial technology transfer services including facility design, as needed. iBIO DO BRASIL BIOFARMACÊUTICA LTDA iBio Manufacturing LLC |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 2. Basis of Presentation Liquidity Since our spin-off from Integrated BioPharma, Inc. in August 2008, we have incurred significant losses and negative cash flows from operations. As of June 30, 2018, the Company's accumulated deficit was $88.2 million. For the twelve months ended June 30, 2018, the Company's net loss was approximately $16.1 million and it had cash used in operating activities of $13.5 million. As of June 30, 2018, cash on hand totaled approximately $15.9 million which is expected to support the Company's activities at least through September 30, 2019. On June 26, 2018, the Company closed on an underwritten public offering with total gross proceeds of approximately $16,000,000, before deducting underwriting discounts, commissions and other offering expenses payable by the Company. The securities offered by the Company consisted of (i) 4,350,000 shares of Common Stock at $0.90 per share, (ii) 6,300 shares of Series A Convertible Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 7,000,000 shares of Common Stock at $0.90 per share, (iii) 5,785 shares of Series B Convertible Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 6,427,778 shares of Common Stock at $0.90 per share. The Company granted the underwriters, Alliance Global Partners, a 45-day option to purchase up to an additional 2,666,666 shares of common stock to cover over-allotments, if any. On July 12, 2018, the Company received approximately $1,350,000, before deducting underwriting discounts, commissions and other offering expenses payable by the Company, from the proceeds of the sale of 1,500,000 over-allotment shares of Common Stock purchased at $0.90 by the underwriter during the 45-day provision. In the past, the history of significant losses, the negative cash flow from operations, the limited cash resources on hand and the dependence by the Company on its ability – about which there can be no certainty – to obtain additional financing to fund its operations after the current cash resources are exhausted had raised substantial doubt about the Company's ability to continue as a going concern. The Company will fund its business operations using cash on hand and through proceeds realized in connection with the commercialization of its technologies and proprietary products, license and collaboration arrangements and the operation of iBio CDMO. We believe the total gross proceeds from the June 26, 2018, public offering and related over allotment totaling $17,350,000 described above, in conjunction with the generation of revenue from the implementation of our new business plan will provide the Company with adequate cash on hand to support the Company's activities for at least one year from this report date. The Company’s financial statements were prepared under the assumption that the Company will continue as a going concern. If the Company is unable to raise funds when required or on favorable terms, this assumption may no longer be operative, and the Company may have to: a) significantly delay, scale back, or discontinue the product application and/or commercialization of its proprietary technologies; b) seek collaborators for its technology and product candidates on terms that are less favorable than might otherwise be available; c) relinquish or otherwise dispose of rights to technologies, product candidates, or products that it would otherwise seek to develop or commercialize; or d) possibly cease operations. Reverse Stock Split On May 23, 2018, the Company's Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1 : 10) shares of the Company's Common Stock. The reverse stock split was effective as of June 8, 2018. All share and per share amounts of our common stock presented have been retroactively adjusted to reflect the one-for-ten reverse stock split. See Note 11 for more information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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 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, 2018 and 2017, the Company determined that an allowance for doubtful accounts was not needed. Revenue Recognition The Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Deferred revenue represents billings to a customer to whom the services have not yet been provided. The Company’s contract revenue consisted primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzed its agreements to determine whether the elements could be separated and accounted for individually or as a single unit of accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-25, “ Revenue Arrangements with Multiple Deliverables Revenue Recognition 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. 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 2018 and 2017, grant income amounted to approximately $44,000 and $131,000, respectively. 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 totaled approximately $0 and $26,000 at June 30, 2018 and 2017, respectively. Research and Development The Company accounts for research and development costs in accordance with the FASB ASC 730-10, “ Research and Development 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. Assets held under the terms of capital leases are included in fixed assets and are depreciated on a straight-line basis over the terms of the leases or the economic lives of the assets. Obligations for future lease payments under capital leases are shown within liabilities and are analyzed between amounts falling due within and after one year (see Note 10). 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 ten 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, 2018 and 2017. Derivative Instruments The Company does not use derivative instruments in its ordinary course of business. In connection with the issuances of debt and/or equity instruments, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities rather than as equity. In addition, the debt and/or equity instrument may contain embedded derivative instruments, such as conversion options or anti-dilution features, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative liability instruments under the provisions of FASB ASC 815, “ Derivatives and Hedging There are no options or warrants of the Company presently outstanding that require accounting as a derivative liability. Foreign Currency The Company accounts for foreign currency translation pursuant to FASB ASC 830, " Foreign Currency Matters 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, and the vesting schedule. 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. 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, 2018 and 2017. 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 the years ended June 30, 2018 and 2017. Concentration 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, 2018 and 2017, amounts in excess of insured limits were approximately $15,427,000 and $7,623,000, respectively. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 4. Recently Issued Accounting Pronouncements In May 2014, ASU No. 2014-09, " Revenue from Contracts with Customers Revenue from Contracts with Customers - Deferral of the Effective Date Principal versus Agent Considerations Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) ” and ASU 2017-14, “ Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606) ” which amends certain aspects of the new revenue recognition standard. The new standards are effective for the Company effective July 1, 2018. The Company has evaluated the new guidance and its adoption will not have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. There will be no change to the Company’s accounting policies. Effective June 30, 2017, the Company adopted ASU 2014-15, “ Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ” (“ASU No. 2014-15”). Before the issuance of ASU 2014-15, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. This guidance is expected to reduce the diversity in the timing and content of footnote disclosures. ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued by incorporating and expanding upon certain principles that are currently in auditing standards generally accepted in the United States of America as specified in the guidance. The adoption of ASU 2014-15 did not have a significant impact on the Company’s consolidated financial statements. On January 1, 2017, the Company adopted ASU 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ” (“ASU 2015-17”). ASU 2015-17 requires deferred tax assets and liabilities to be classified as noncurrent in the consolidated balance sheet. A reporting entity should apply the amendment prospectively or retrospectively. The adoption of ASU 2015-17 did not have a significant impact on its consolidated financial statements as the Company continues to provide a full valuation allowance against its net deferred tax assets. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ” (“ASU 2016-01”). The amendments require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. This guidance is effective for fiscal years beginning after December 15, 2017 (quarter ending September 30, 2018 for the Company), including interim periods within those fiscal years. The Company will evaluate the effects of adopting ASU 2016-01 if and when it is deemed to be applicable. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “ Leases (Topic 840) .” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 (quarter ending September 30, 2019 for the Company) and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the effects of adopting ASU 2016-02 on its consolidated financial statements. Effective July 1, 2017, the Company adopted ASU 2016-09, " Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, " Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments " ("ASU 2016-15"). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years (quarter ending September 30, 2018 for the Company). The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company will evaluate the effects of adopting ASU 2016-15 if and when it is deemed to be applicable. In October 2016, the FASB issued ASU 2016-16, " Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory" ("ASU 2016-16") with the objective to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new standard will require entities to recognize the income tax consequences of an intra-entity transfer of non-inventory asset when the transfer occurs. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years (quarter ending September 30, 2018 for the Company). The Company is currently evaluating the effects of adopting ASU 2016-16 on its consolidated financial statements but the adoption is not expected to have a significant impact as of the filing of this report. Effective July 1, 2017, the Company adopted ASU 2016-17, " Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control " ("ASU 2016-17"). ASU 2016-17 amends the guidance issued with ASU 2015-02 in order to make it less likely that a single decision maker would individually meet the characteristics to be the primary beneficiary of a Variable Interest Entity ("VIE"). When a decision maker or service provider considers indirect interests held through related parties under common control, they perform two steps. The second step was amended with this guidance to say that the decision maker should consider interests held by these related parties on a proportionate basis when determining the primary beneficiary of the VIE rather than in their entirety as was called for in the previous guidance. The adoption of ASU 2016-17 did not have a significant impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, " Business Combinations (Topic 805): Clarifying the Definition of a Business " ("ASU 2017-01"). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods (quarter ending September 30, 2018 for the Company). The Company will evaluate the effects of adopting ASU 2017-01 if and when it is deemed to be applicable. In May 2017, the FASB issued 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. This pronouncement is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods (quarter ending September 30, 2018 for the Company). Early adoption is permitted. The Company will evaluate the effects of adopting ASU 2017-09 if and when it is deemed to be applicable. Effective April 1, 2018, the Company adopted ASU No. 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 In June 2018, the FASB issued ASU No. 2018-07, “ Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ” (“ASU 2018-07”). ASU No 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. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (quarter ending September 30, 2019 for the Company). Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company will evaluate the effects of adopting ASU 2018-07 if and when it is deemed to be applicable. 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, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 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, 2018 and 2017 due to their short-term nature. The carrying values of the capital lease obligation approximated its fair value at June 30, 2018 and 2017 as the interest rate used to discount the lease payments approximated market. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Fixed Assets iBio CDMO is leasing its facility in Bryan, Texas as well as certain equipment from the Second Eastern Affiliate under the Sublease. See Note 10 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 and, accordingly, the facility and equipment are recorded as assets and the lease is recorded as a liability. 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 depreciation of fixed assets (in thousands): June 30, 2018 June 30, 2017 Facility under capital lease $ 20,000 $ 20,000 Equipment under capital lease 6,000 6,000 Facility improvements 982 332 Medical equipment 1,038 905 Office equipment and software 404 256 28,424 27,493 Accumulated depreciation – assets under capital lease (3,027 ) (1,805 ) Accumulated depreciation – other (245 ) (99 ) (3,272 ) (1,904 ) Net fixed assets $ 25,152 $ 25,589 Depreciation expense was approximately $1,368,000 and $1,326,000 in 2018 and 2017, respectively. Depreciation of the assets under the capital lease amounted to approximately $1,222,000 and $1,235,000 in 2018 and 2017, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 7. 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™ technology or as iBioModulator™ technology. The value on the Company's books attributed to patents owned or controlled by the Company is based 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 2018 and 2017. The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands): June 30, 2018 June 30, 2017 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents – gross carrying value 2,484 2,346 5,584 5,446 Intellectual property – accumulated amortization (2,243 ) (2,088 ) Patents – accumulated amortization (1,721 ) (1,535 ) (3,964 ) (3,623 ) Net intangible assets $ 1,620 $ 1,823 Amortization expense, included in general and administrative expenses, was approximately $341,000 and $350,000 for 2018 and 2017, respectively. The weighted-average remaining life for intellectual property and patents at June 30, 2018 was approximately 5.5 years and 6.3 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, 2019 $ 319 2020 287 2021 265 2022 252 2023 237 Thereafter 260 Total $ 1,620 |
Significant Vendors
Significant Vendors | 12 Months Ended |
Jun. 30, 2018 | |
Significant Vendor [Abstract] | |
Significant Vendor Disclosures [Text Block] | 8. 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 $181,000 and $87,000 at June 30, 2018 and 2017, respectively. Research and development expenses related to Novici were approximately $877,000 and $957,000 in 2018 and 2017, respectively. Fraunhofer Previously, Fraunhofer had been the Company’s most significant vendor solely on the basis of the three-party Yellow Fever vaccine development program among Fiocruz/Bio-Manguinhos, the Company, and Fraunhofer (described in greater detail below) but expenses have decreased due to changes and a decrease in technology services performed pursuant to the agreement with Fiocruz. The accounts payable balance under this three-party agreement includes amounts due Fraunhofer of approximately $75,000 as of both June 30, 2018 and 2017. See Note 16 – Commitments and Contingencies. On January 4, 2011, the Company entered into the Collaboration and License Agreement (the "CLA") which is a three-party agreement involving the Company, Fraunhofer and Fiocruz, a public entity, member of the Indirect Federal Public Administration and linked to the Health Ministry of Brazil, acting through its unit Bio-Manguinhos. The CLA provides for the development of a yellow fever vaccine to be manufactured and distributed within Latin America and Africa by Fiocruz. The CLA was supplemented by a bilateral agreement between iBio and Fraunhofer dated December 27, 2010 in which the Company engaged Fraunhofer as a contractor to provide the research and development services (both, together, the "Agreement"). The services are billed to Fiocruz at Fraunhofer's cost, so the Company's revenue is equivalent to expense and there is no profit. On June 12, 2014, Fiocruz, Fraunhofer and iBio executed an amendment to the CLA (the "Amended Agreement") which provides for revised research and development, work plans, reporting, objectives, estimated budget, and project billing process. In 2018 and 2017, under the Amended Agreement, the Company recognized revenue of $0 and $137,000, respectively, for work performed for Fiocruz pursuant to the Amended Agreement by the Company’s subcontractor, Fraunhofer, and recognized research and development expenses of the same amount due Fraunhofer for that work. iBio and Fiocruz are currently evaluating plans for further collaboration without prospective reliance on older Fraunhofer-derived technology and data. In September 2013, the Company and Fraunhofer completed the Terms of Settlement for the TTA Seventh Amendment (the "Settlement Agreement"). Under the terms of the Settlement Agreement, various contractual obligations existing at June 30, 2013 were released, terminated or modified. See Note 16 - Commitments and Contingencies for significant modifications. 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, Fraunhofer's Executive Director. On November 3, 2017, the Company filed a Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer-Gesellschaft, the European unit of Fraunhofer. This complaint follows iBio’s pending litigation filed in March 2015 against Fraunhofer USA, Inc., the U.S. unit of Fraunhofer. See Note 16 - Lawsuits for additional information. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses Disclosure [Text Block] | 9. Accrued Expenses Accrued expenses consist of the following (in thousands): June 30, 2018 June 30, 2017 Rent and real estate taxes – related party (see Note 14) $ 471 $ 330 Interest – related party (see Note 14) 318 320 Professional fees 12 56 Salaries and benefits 133 111 Other accrued expenses 114 107 Total accrued expenses $ 1,048 $ 924 |
Capital Lease Obligation
Capital Lease Obligation | 12 Months Ended |
Jun. 30, 2018 | |
Leases, Capital [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 10. Capital 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 a 34-year sublease (the "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 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. 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. Percentage rent amounted to $199,000 and $107,000 in 2018 and 2017, respectively. Interest expense incurred under the capital lease obligation amounted to $1,915,000 and $1,928,000 in 2018 and 2017, respectively. Future minimum payments under the capitalized lease obligations are due as follows: Year Ending: Principal Interest Total 2019 $ 197,443 $ 1,902,557 $ 2,100,000 2020 212,898 1,887,102 2,100,000 2021 229,562 1,870,438 2,100,000 2022 247,531 1,852,469 2,100,000 2023 266,906 1,833,094 2,100,000 Thereafter 23,927,240 32,247,760 56,175,000 Total minimum lease payments 25,081,580 $ 41,593,420 $ 66,675,000 Less: current portion (197,443 ) Long-term portion of minimum lease obligations $ 24,884,137 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | 11. 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, par value $0.001 per share (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 contemplated in the Exchange Agreement, the Company owns 99.99% of iBio CDMO 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 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 the election of the Company or holders of a majority outstanding shares of Preferred Tracking Stock, each outstanding share of Preferred Tracking Stock may be exchanged for 29,990,000 units of limited liability company interests of iBio CDMO. Such exchange may be effected only after March 31, 2018, or in connection with a winding up, liquidation or deemed liquidation (such as a merger) of the Company or iBio CDMO. In addition, such exchange will take effect upon a change in control of iBio CDMO. 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 of $0.90. 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 will 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 shall be paid or accrued on the shares of Series A 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 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 shall be 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 of $0.90 per share. Such amounts shall be paid pari passu with all holders of common stock and the Series B Convertible Preferred Stock. 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 A 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 A Preferred. On June 26, 2018, the Company issued 6,300 shares of Series A Preferred as part of a public offering. As the market price of the Company’s common stock was $0.90 on the date of the issuance of the Series A Preferred, no beneficial conversion feature was recognized on the conversion option. At June 30, 2018, 90 shares of Series A Preferred had been converted into 100,000 shares of common stock and during July and August 2018, and an additional 672 shares of Series A Preferred were converted into 746,665 shares of common stock. See the section below entitled “Public Offering - Alliance Global Partners” 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 of $0.90. 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 our 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 of $0.90 per share. Such amounts shall be paid pari passu with all holders of common stock and the Series A Convertible Preferred Stock. 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. Since the market price of the Company’s common stock was $0.90 on the date of the issuance of the Series B Preferred, no beneficial conversion feature was recognized on the conversion option. See the section below entitled “Public Offering - Alliance Global Partners” Common Stock On December 19, 2017, the Company’s stockholders approved an amendment of the Company’s certificate of incorporation increasing the number of authorized shares of its common stock to 275 million. As of June 30, 2017, the Company had been authorized to issue up to 175 million shares of common stock. In addition, as of June 30, 2018, the Company has reserved up to 1.5 million shares of common stock for incentive compensation (stock options and restricted stock) and approximately 135,000 shares of common stock for the conversion of the Series A Preferred and Series B Preferred. No shares are reserved for the exercise of warrants. On April 23, 2018, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company's certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company's Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10). On May 23, 2018, the Company's Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1 : 10) shares of the Company's Common Stock. As a result of the reverse stock split, every ten (10) shares of the Company's Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company's common stock. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. On June 8, 2018, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-ten (1:10) reverse stock split of the shares of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, effective as of 4:10 p.m. (Eastern Time), June 8, 2018. The Company’s common stock began trading on a reverse split adjusted basis on the Exchange when the market opened Monday, June 11, 2018. Issuances of common stock during the fiscal year 2018 are described below. There were no issuances of common stock in 2017. Lincoln Park Purchase Agreement On July 24, 2017, the Company entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), an Illinois limited liability company, pursuant to which Lincoln Park agreed to purchase from the Company up to an aggregate of $16,000,000 of the Company’s common stock (subject to certain limitations) from time to time over the 36-month term of the agreement (the “Lincoln Park Purchase Agreement”). Also on July 24, 2017, we entered into a registration rights agreement with Lincoln Park pursuant to which the Company filed with the Securities and Exchange Commission (the “SEC”) the registration statement to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock that have been or may be issued to Lincoln Park under the Purchase Agreement. The registration statement was effective as of August 11, 2017. Under the terms and subject to the conditions of the Lincoln Park Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to, an additional $15.0 million worth of shares of the Company’s common stock. Such future sales of common stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company’s option, over the 36-month term of the agreement. As contemplated by the Lincoln Park Purchase Agreement, and so long as the closing price of the Company’s common stock exceeds $2.50 per share, then the Company may direct Lincoln Park, at its sole discretion to purchase up to 10,000 shares of its common stock on any business day, provided that one business day has passed since the most recent purchase. The price per share for such purchases will be equal to the lower of: (i) the lowest sale price on the applicable purchase date and (ii) the arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive business days ending on the business day immediately preceding such purchase date (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of the purchase agreement). The maximum amount of shares subject to any single regular purchase increases as the Company’s share price increases, subject to a maximum of $1.0 million. In addition to regular purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional purchases if the closing sale price of the common stock exceeds certain threshold prices as set forth in the purchase agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. There are no trading volume requirements or restrictions under the purchase agreement nor any upper limits on the price per share that Lincoln Park must pay for shares of common stock. The Lincoln Park Purchase Agreement and the registration rights agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the purchase agreement at any time, at no cost or penalty. During any “event of default” under the purchase agreement, all of which are outside of Lincoln Park’s control, Lincoln Park does not have the right to terminate the purchase agreement; however, the Company may not initiate any regular or other purchase of shares by Lincoln Park, until such event of default is cured. In addition, in the event of bankruptcy proceedings by or against the Company, the purchase agreement will automatically terminate. Actual sales of shares of common stock to Lincoln Park under the purchase agreement 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 the appropriate sources of funding for the Company and its operations. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as it directs in accordance with the purchase agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares. As a result, on July 24, 2017, 120,000 newly issued shares of the Company's common stock, equal to three percent of the $16 million availability, were issued to Lincoln Park as consideration for Lincoln Park's commitment to purchase shares of the Company's common stock under the agreement, and 250,000 newly issued shares of common stock, valued at $4.00 per share, were sold to Lincoln Park in an initial purchase for an aggregate gross purchase price of $1,000,000. During March 2018, the Company sold an additional 60,000 shares of common stock to Lincoln Park pursuant to the Lincoln Park Purchase Agreement for an aggregate gross purchase price of $121,290. As of June 30, 2018, Lincoln Park is obligated to purchase an additional $14,878,710 worth of shares of the Company’s common stock. Public offering – Aegis Capital Corp. (“Aegis”) On November 30, 2017, the Company closed a public offering of 2,250,000 shares of its common stock at a public offering price of $2.00 per share raising gross proceeds of $4,500,000. The shares of common stock were issued pursuant to an underwriting agreement entered into between the Company and Aegis. The common stock was offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-200410) filed with the SEC on November 20, 2014, and declared effective by the SEC on December 2, 2014, a preliminary prospectus supplement filed with the SEC on November 28, 2017, and a final prospectus supplement filed with the SEC on November 30, 2017, in connection with the Company’s shelf takedown relating to the offering. The Company paid Aegis a discount of 7% to the public offering price with respect to shares purchased in the offering by investors who did not have a pre-existing relationship with the Company prior to the offering (the “New Investors”), and a discount of 3.5% to the public offering price with respect to shares purchased in the offering by investors who did have a pre-existing relationship with the Company. In addition to the underwriting discounts, the Company issued to the Underwriter 11,000 shares of its common stock, equal to 2% of the aggregate shares of common stock sold in the offering to the New Investors. The Company incurred underwriting discounts, commissions and other offering expenses of $311,000 related to closing and completion of this public offering. Public Offering – A.G.P./Alliance Global Partners (“Alliance”) 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 $16,000,000. The shares of common stock and preferred stock were issued pursuant to an underwriting agreement entered into between the Company and Alliance. 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 has granted a forty-five (45)-day option to the Underwriter to purchase up to 2,666,666 additional shares (the “Option Shares”) of common stock. The over-allotment option may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Shares. The Company paid Alliance a discount of (i) 7% to the public offering price with respect to the common stock, Series A Preferred, and Series B Preferred purchased in the offering by investors who did not have a pre-existing relationship with the Company, and (ii) 3.5% to the public offering price with respect to the common stock, Series A Preferred, and Series B Preferred purchased in the offering by certain investors who have a pre-existing relationship with the Company. The Company incurred underwriting discounts, commissions and other offering expenses of approximately $854,000 related to closing and completion of this public offering. 90 shares of the Series A Preferred issued were converted into 100,000 shares of common stock in June 2018. 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 $94,500 of underwriting discounts, commissions and other offering expenses payable by the Company. In addition, during July and August 2018, an additional 672 shares of Series A Preferred were converted into 746,665 shares of common stock. As of August 31, 2018, a total of 762 shares of Series A Preferred have been converted into 846,665 shares of common stock. Working Capital Contributions In December 2017, the Eastern Affiliate contributed $1.05 million to iBio for working capital purposes which has been recorded as additional paid-in capital. Subsequently, the Company contributed $3.5 million into iBio CDMO. The $3.5 million contribution has been eliminated in the consolidated financial statements. In May 2018, the Eastern Affiliate contributed $1.093 million to iBio for working capital purposes which has been recorded as additional paid-in capital. Other issuances of common stock include the following: Eastern – Share Purchase Agreements On January 13, 2016, the Company entered into a share purchase agreement with Eastern pursuant to which Eastern agreed to purchase 350,000 shares of the Company's common stock at a price of $6.22 per share. The Company received proceeds of $2,177,000 and the shares were issued on January 25, 2016. In addition, Eastern agreed to exercise warrants it had previously acquired to purchase 178,400 shares of the Company's common stock at an exercise price of $5.30 per share. The Company received proceeds of approximately $945,000 from the exercise of the warrants and the shares were issued on January 25, 2016. 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 will restrict 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 described above, provided that such purchase did not result in Eastern being the beneficial owner of more than 40% of the aggregate number of shares 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 Company beneficially owned by Eastern and its controlled affiliates following consummation of the public offering with Alliance, Eastern and its controlled affiliates would not beneficially own more than 48% of the aggregate number of shares of common stock outstanding as of the closing of the public offering with Alliance, including all shares of common stock issuable upon conversion of all outstanding shares of Series A Preferred and Series B Preferred, and provided, further, that 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. 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, par value $0.001 per share (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 contemplated in the Exchange Agreement, the Company owns 99.99% of iBio CDMO and the Eastern Affiliate owns 0.01% of iBio CDMO. Aspire Capital Fund, LLC (“Aspire “Capital”) – 2015 Facility On May 15, 2015, the Company entered into a common stock purchase agreement (the "2015 Aspire Purchase Agreement") with Aspire Capital, pursuant to which the Company has the option to require Aspire Capital to purchase up to an aggregate of $15.0 million of shares of the Company's common stock upon and subject to the terms of the 2015 Aspire Purchase Agreement. In consideration for entering into the 2015 Aspire Purchase Agreement, Aspire Capital received a commitment fee of 45,000 shares. No shares were sold under the 2015 Facility and the 2015 Aspire Purchase Agreement was terminated on July 21, 2017. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 12. 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, 2018 2017 Basic and diluted numerator: Net loss attributable to iBio, Inc. stockholders $ (16,105 ) $ (14,532 ) Preferred stock dividends (260 ) (90 ) Net loss available to iBio, Inc. stockholders $ (16,365 ) $ (14,622 ) Basic and diluted denominator: Weighted-average common shares outstanding 10,631 8,911 Per share amount $ (1.54 ) $ (1.64 ) In 2018 and 2017, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of June 30, 2018, shares issuable which could potentially dilute future earnings included were as follows. Year Ended June 30, 2018 2017 (in thousands) Stock options 1,365 1,355 Series A Preferred 6,900 - Series B Preferred 6,428 - Shares excluded from the calculation of diluted loss per share 14,693 1,355 Share and per share data have been adjusted for all periods presented to reflect the one-for-ten reverse stock split effective June 8, 2018. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 13. 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, 2018 2017 Research and development $ 50 $ 26 General and administrative 720 984 Totals $ 770 $ 1,010 Stock Options On August 12, 2008, the Company adopted the iBioPharma 2008 Omnibus Equity Incentive Plan (the “Plan”) for employees, officers, directors and external service providers. The original Plan provided that the Company may grant options to purchase stock and/or make awards of restricted stock up to an aggregate amount of 1 million shares. On December 18, 2013, the Plan was amended to increase the number of shares reserved for awards under the Plan from 1 million to 1.5 million. As of June 30, 2018, there were approximately 135,000 shares of common stock reserved for future issuance under the Plan. Stock options granted under the 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 occurs ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at the time of grant. Vesting of performance awards occurs when the performance criteria have been satisfied. The Company uses historical data to estimate forfeiture rates. Issuances of stock options during 2018 were as follows (adjusted for the one-for-ten reverse stock split effective June 8, 2018): In July 2017 through May 2018, the Company granted stock options to employees to purchase 21,000 shares of common stock. These options vest ratably over a three-year service period, expire ten years from the date of grant, and have a weighted-average exercise price of $3.12 per share. Issuances of stock options during 2017 were as follows: On March 1, 2017, the Company granted stock options to an officer to purchase 15,000 shares of common stock. These options vest ratably over a three-year service period, expire ten years from the date of grant, and have an exercise price of $4.00 per share. In May 2017 through June 2017, the Company granted stock options to members of the Board of Directors, officers and employees to purchase 143,500 shares of common stock. These options vest ratably over a three-year service period, expire ten years from the date of grant, and have a weighted-average exercise price of $4.00 per share. The following table summarizes all stock option activity during the years ended June 30, 2018 and 2017: Stock Options Weighted- average Exercise Price Weighted- average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of July 1, 2016 1,227,333 $ 13.10 6.4 $ 993 Granted 158,500 $ 4.00 Forfeited/expired (31,000 ) $ 11.11 Outstanding as of June 30, 2017 1,354,833 $ 12.08 5.9 $ 138 Granted 21,000 $ 3.12 Forfeited/expired (11,250 ) $ 4.00 Outstanding as of June 30, 2018 1,364,583 $ 12.01 4.9 $ - As of June 30, 2018 vested and expected to vest 1,362,221 $ 12.01 4.9 $ - Exercisable as of June 30, 2018 1,144,754 $ 12.59 4.3 $ - The following table summarizes information about options outstanding and exercisable at June 30, 2018: Options Outstanding and Exercisable Number Outstanding Weighted- A verage Remaining Life In Years Weighted- A verage Exercise Price Number Exercisable Exercise prices: $1.70 - $3.01 73,000 1.3 $ 2.01 68,000 $3.10 - $4.90 271,250 7.4 4.04 157,753 $5.00 - $7.70 206,333 3.9 5.84 187,667 $8.40 - $13.80 272,000 4.6 10.47 272,000 $14.00 - $22.50 428,000 5.3 17.86 345,334 $26.90 - $30.70 114,000 2.6 30.30 114,000 1,364,583 4.9 $ 12.01 1,144,754 The total fair value of stock options that vested during 2018 and 2017 was approximately $972,000 and $1,239,000, respectively. As of June 30, 2018, there was approximately $372,000 of total unrecognized compensation cost related to non-vested stock options that the Company expects to recognize over a weighted-average period of 1.6 years. The weighted-average grant date fair value of stock options granted during 2018 and 2017 was $2.77 and $0.36 per share, respectively. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: 2018 2017 Risk-free interest rate 2.15% - 2.94% 2.05% - 2.46% Dividend yield 0% 0% Volatility 103.00% - 103.72% 103.10% - 104.38% Expected term (in years) 9 9 The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $0.90 as of June 30, 2018, $3.86 as of June 30, 2017, and $7.20 as of June 30, 2016, which would have been received by the option holders had all option holders exercised their options as of that date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 14. 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 8 for further details. Agreements with Eastern Capital Limited and its Affiliates. As more fully discussed in Note 11, the Company entered into two share purchase agreements with Eastern. Concurrently with the execution of the Purchase Agreements, iBio entered into a contract manufacturing joint venture with an affiliate of Eastern 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. Accrued expenses at June 30, 2018 and 2017 due to the Second Eastern Affiliate are $789,000 and $650,000, respectively. General and administrative expenses related to Second Eastern Affiliate were approximately $852,000 and $775,000 in 2018 and 2017, respectively. Interest expense related to the Second Eastern Affiliate was approximately $1,915,000 and $1,928,000 in 2018 and 2017, respectively. The terms of the sublease are described in Note 10. A three-year standstill agreement (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 11 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 iBio CMO 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 15. Income Taxes The components of net loss consist of the following (in thousands): For the Years Ended June 30, 2018 2017 United States $ (16,076 ) $ (16,122 ) Brazil (32 ) (17 ) Total $ (16,108 ) $ (16,139 ) The components of the provision (benefit) for income taxes consist of the following (in thousands): For the Years Ended June 30, 2018 2017 Current – Federal, state and foreign $ - $ - Deferred – Federal 3,318 (5,178 ) Deferred – State 943 (866 ) Deferred – Foreign (8 ) (4 ) Total 4,253 (6,048 ) Change in valuation allowance (4,253 ) 6,048 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, 2018 2017 Deferred tax assets (liabilities): Net operating loss $ 15,652 $ 17,827 Share-based compensation 2,211 3,072 Research and development tax credits 1,404 1,285 Suspended losses in iBio CDMO 1,223 2,762 Basis in iBio CDMO 678 538 Intangible assets (202 ) (267 ) Vacation accrual and other 24 24 Valuation allowance (20,990 ) (25,241 ) 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 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 and state net operating losses of approximately $66.3 million and $29.0 million, respectively, are available to the Company as of June 30, 2018 and will expire at various dates through 2038. 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 $1.4 million at June 30, 2018. In addition, the Company has foreign net operating losses totaling approximately $125,000 with no expiration date. A reconciliation of the statutory tax rate to the effective tax rate is as follows: Years Ended June 30, 2018 2017 Statutory federal income tax rate 21 % 34 % State (net of federal benefit) 6 % 6 % Research and development tax credit 1 % 1 % Permanent differences - % (5 )% Reclassification of incentive stock options to non-qualifying - % 13 % Change in federal rate (56 )% - % Change in valuation allowance 28 % (49 )% 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 2014 through 2017 tax returns generally remain open to examination by U.S. Federal authorities and by state tax authorities. In addition, the 2015 through 2018 Brazilian federal tax returns remain open to examination by Brazil’s federal tax authorities. In December 2017, the United States Government passed new tax legislation that, among other provisions, lowers the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income the Company may have , th e legislation affects the way the Company can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on the Company's balance sheet. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the balance sheet. However, when we become profitable, we will receive a reduced benefit from such deferred tax assets. The effect of the legislation resulted in a reduction in deferred tax assets and the corresponding valuation allowance of approximately $9.1 million . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 16. Commitments and Contingencies Agreements Fraunhofer In September 2013, the Company and Fraunhofer entered into an agreement, the Terms of Settlement for the TTA Seventh Amendment (the “2013 Settlement Agreement”). Under the terms of the 2013 Settlement Agreement, various payment obligations, including accrued payment obligations existing at June 30, 2013, were released, terminated or modified. The significant modifications are as follows: The Company’s obligation under the TTA, prior to the 2013 Settlement Agreement, to make three $1 million payments to Fraunhofer in April 2013, November 2013, and April 2014 (the “Guaranteed Annual Payments”) was terminated and replaced with an undertaking to engage Fraunhofer for at least $3 million in work requested and directed by iBio before December 31, 2015. As of December 31, 2015, the total engagement of Fraunhofer for such work requested was at least $3.0 million. In addition to the foregoing, the Company sought to engage Fraunhofer for substantial additional other work, but Fraunhofer did not respond to the Company’s requests for proposals for such work. The Company’s obligation to remit to Fraunhofer minimum annual royalty payments in the amount of $200,000 was terminated. Instead, the 2013 Settlement Agreement provided that, for a period of up to 15 years, the Company would pay Fraunhofer one percent (1%) of all receipts derived by the Company from sales of products produced utilizing the iBioLaunch™ or iBioModulator™ technology and ten percent (10%) of all receipts derived by the Company from licensing those technologies to third parties. The 2013 Settlement Agreement provided for royalty payments to Fraunhofer only on technology license revenues that iBio actually would receive, and on revenues from actual sales by iBio of products derived from the technology developed by Fraunhofer under the TTA, until the later of November 2023 or until such time as the aggregate royalty payments totaled at least $4 million. All new intellectual property invented by Fraunhofer during the period of the TTA is owned by and was required to be transferred to iBio, and Fraunhofer was required to make technology transfer, which Fraunhofer refused to perform. In the lawsuit against Fraunhofer, iBio is seeking rescission of these royalty provisions of the 2013 Settlement Agreement. In any event, the 2013 Settlement Agreement does not apply to, and the Company has no financial obligations to Fraunhofer with respect to, the Company’s use of, or revenues derived from, technologies developed independently of Fraunhofer. On June 12, 2014, Fiocruz, Fraunhofer and iBio executed an amendment to the CLA (the “Amended Agreement”) to create a new research and development plan for the development of a recombinant Yellow Fever vaccine providing revised reporting, objectives, estimated budget, and project billing process. By its execution of the Amended Agreement, iBio again engaged Fraunhofer to act as the Company’s subcontractor for performance of research and development services for the new research and development plan covered by the Amended Agreement and to have Fraunhofer bill Fiocruz directly on behalf of the Company at the rates, amounts and times provided in the Amended Agreement with the proceeds of such billings and only the proceeds paid to Fraunhofer for its services so the Company’s expense is equal to its revenue and no profit would be recognized for these activities under the Amended Agreement. For the year ended June 30, 2015, $2.1 million in research and development services were performed by Fraunhofer for the Company pursuant to the amended CLA. As of December 31, 2015, the total engagement of Fraunhofer for work requested by iBio was at least $3.0 million. See Note 8 - Significant Vendors for additional information. In addition to the foregoing, the Company sought to engage Fraunhofer for substantial additional other work, but Fraunhofer did not respond to the Company’s requests for proposals for such work. University of Pittsburgh (“UP”) On January 14, 2014 (the “Effective Date”), the Company entered into an exclusive worldwide License Agreement (“LA”) with UP covering all of the U.S. and foreign patents and patent applications and related intellectual property owned by UP pertinent to the use of endostatin peptides for the treatment of fibrosis. The Company paid an initial license fee of $20,000 and is required to pay all of UP’s patent prosecution costs that were incurred prior to, totaling $30,627, and subsequent to the Effective Date. On each anniversary date the Company is to pay license fees ranging from $25,000 to $150,000 for the first five years and $150,000 on each subsequent anniversary date until the first commercial sale of the licensed technology. Beginning with commercial sales of the technology or approval by the FDA or foreign equivalent, the Company will be required to pay milestone payments, royalties and a percentage of any non-royalty sublicense income to UP. 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 10 for more details of the sublease. The base rent is subject to increase annually in accordance with increases in the CPI. The Company incurred rent expense of $38,822 and $15,370 in 2018 and 2017, respectively, related to the increases in the CPI. 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’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 Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer-Gesellschaft, the European unit of Fraunhofer. This complaint follows iBio’s pending litigation filed in March 2015, described above, against Fraunhofer USA, Inc., the U.S. unit of Fraunhofer. The parties have continued to proceed with written discovery. 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, 2018 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 17. 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 $38,000 and $0 in 2018 and 2017, respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 18. Segment Reporting In accordance with FASB ASC 280, “ Segment Reporting Year Ended June 30, 2018 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 407 $ 37 $ - $ 444 Revenues - intersegment 1,329 461 (1,790 ) - Research and development 2,470 1,943 (427 ) 3,986 General and administrative 4,547 7,460 (1,322 ) 10,685 Operating loss (5,281 ) (8,946 ) - (14,227 ) Interest expense - (1,915 ) - (1,915 ) Interest and other income 28 6 - 34 Consolidated net loss (5,253 ) (10,855 ) - (16,108 ) Total assets 36,986 18,879 (12,782 ) 43,083 Fixed assets, net 5 25,147 - 25,152 Intangible assets, net 1,620 - - 1,620 Depreciation expense 3 1,365 - 1,368 Amortization of intangible assets 341 - - 341 Year Ended June 30, 2017 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 271 $ 123 $ - $ 394 Revenues - intersegment 972 1,280 (2,252 ) - Research and development 3,657 1,763 (1,303 ) 4,117 General and administrative 5,245 6,255 (949 ) 10,551 Operating loss (7,659 ) (6,615 ) - (14,274 ) Interest expense (1 ) (1,928 ) - (1,929 ) Interest and other income 43 21 - 64 Consolidated net loss (7,617 ) (8,522 ) - (16,139 ) Total assets 19,049 29,738 (12,777 ) 36,010 Fixed assets, net 8 25,581 - 25,589 Intangible assets, net 1,823 - - 1,823 Depreciation expense 3 1,323 - 1,326 Amortization of intangible assets 350 - - 350 |
Notices of Delisting or Failure
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard | 12 Months Ended |
Jun. 30, 2018 | |
Notices Of delisting Or Failure Of Satisfying A Continued Listing Rule [Abstract] | |
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard [Text Block] | 19. Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On January 4, 2018, the Company received notification from the NYSE AMERICAN LLC (“NYSE American” or the “Exchange”) pursuant to Section 1003(f)(v) of the NYSE American’s Company Guide that, due to the Company’s current low selling share price, the Company’s continued listing on the NYSE American was predicated on our effecting a reverse stock split or otherwise demonstrating sustained improvement in our share price within a reasonable period of time, which the NYSE American has determined to be no later than July 5, 2018. On April 23, 2018, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company's certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company's Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10). On May 23, 2018, the Company's Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1 : 10) shares of the Company's common stock. As a result of the reverse stock split, every ten (10) shares of the Company's common stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company's common stock. The reverse split also applied to common stock issuable upon the exercise of the Company’s outstanding stock options. The reverse stock split did not affect the par value of the Company’s common stock or the shares of common stock the Company is authorized to issue under its Certificate of Incorporation, as amended. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. The effective date of the reverse stock split was June 8, 2018. On July 5, 2018, the Company received a letter from NYSE American informing the Company that it has resolved the deficiency with respect to low selling price, described in Section 1003(f)(v) of the Company guide and was back in compliance. , the closing price of the Company’s common stock was $0.84. On June 6, 2018, the Company received notification from the NYSE American that it is not in compliance with the continued listing standards as set forth in Section 1003(a)(iii) of the NYSE American’s Company Guide that, which applies if a listed company has stockholders’ equity of less than $6,000,000 and has sustained losses from continuing losses and/or net losses in its five most recent fiscal years. NYSE American indicated that a review of the Company shows that it is below compliance with Section 1003(a)(iii) since it reported stockholders’ equity of $4.2 million as of March 31, 2018 and net losses in its five most recent fiscal years. In order to maintain its listing, the Company submitted a plan for compliance addressing how it intends to regain compliance with Section 1003(a)(iii) of the Company Guide by December 6, 2019. On August 16, 2018, the Company received notice from NYSE American that NYSE Regulation had accepted the Company’s July 16, 2018 plan and granted a plan period through December 6, 2019, subject to periodic review by the Exchange, including quarterly monitoring, for compliance with the initiatives outlined in the plan. If the Company is not in compliance with the continued listing standards by December 6, 2019, or if the Company does not make progress consistent with the plan during the plan period, NYSE Regulation staff may initiate delisting proceedings as appropriate. As of June 30, 2018, the stockholders’ equity balance is $16.2 million. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 20. Subsequent Events Public Offering Exercise of Over Allotment Provision On June 26, 2018, the Company closed on an underwritten public offering with total gross proceeds of approximately $16,000,000, before deducting underwriting discounts, commissions and other offering expenses payable by the Company. The securities offered by the Company consisted of (i) 4,350,000 shares of Common Stock at $0.90 per share, (ii) 6,300 shares of Series A Convertible Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 7,000,000 shares of Common Stock at $0.90 per share, (iii) 5,785 shares of Series B Convertible Preferred Stock, with a stated value of $1,000 per preferred share, and convertible into an aggregate of 6,427,778 shares of Common Stock at $0.90 per share. The Company granted the underwriters, Alliance Global Partners, a 45-day option to purchase up to an additional 2,666,666 shares of common stock to cover over-allotments, if any. On July 12, 2018, the Company received approximately $1,350,000, before deducting underwriting discounts, commissions and other offering expenses payable by the Company, from the proceeds of the sale of 1,500,000 over-allotment shares of Common Stock purchased at $0.90 by the underwriter during the provision. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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 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. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | 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, 2018 and 2017, the Company determined that an allowance for doubtful accounts was not needed. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognized revenue when persuasive evidence of an arrangement existed, delivery occurred, the fee was fixed or determinable, and collectability was reasonably assured. Deferred revenue represents billings to a customer to whom the services have not yet been provided. The Company’s contract revenue consisted primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. The Company analyzed its agreements to determine whether the elements could be separated and accounted for individually or as a single unit of accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-25, “ Revenue Arrangements with Multiple Deliverables Revenue Recognition 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. 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 2018 and 2017, grant income amounted to approximately $44,000 and $131,000, respectively. |
Inventory Work in Process, Policy [Policy Text Block] | 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 totaled approximately $0 and $26,000 at June 30, 2018 and 2017, respectively. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development The Company accounts for research and development costs in accordance with the FASB ASC 730-10, “ Research and Development |
Property, Plant and Equipment, Policy [Policy Text Block] | 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. Assets held under the terms of capital leases are included in fixed assets and are depreciated on a straight-line basis over the terms of the leases or the economic lives of the assets. Obligations for future lease payments under capital leases are shown within liabilities and are analyzed between amounts falling due within and after one year (see Note 10). |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | 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 ten 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, 2018 and 2017. |
Derivatives, Policy [Policy Text Block] | Derivative Instruments The Company does not use derivative instruments in its ordinary course of business. In connection with the issuances of debt and/or equity instruments, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities rather than as equity. In addition, the debt and/or equity instrument may contain embedded derivative instruments, such as conversion options or anti-dilution features, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative liability instruments under the provisions of FASB ASC 815, “ Derivatives and Hedging There are no options or warrants of the Company presently outstanding that require accounting as a derivative liability. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency The Company accounts for foreign currency translation pursuant to FASB ASC 830, " Foreign Currency Matters |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | 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, and the vesting schedule. 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. |
Income Tax, Policy [Policy Text Block] | 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, 2018 and 2017. 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 the years ended June 30, 2018 and 2017. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration 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, 2018 and 2017, amounts in excess of insured limits were approximately $15,427,000 and $7,623,000, respectively. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The following table summarizes by category the gross carrying value and accumulated depreciation of fixed assets (in thousands): June 30, 2018 June 30, 2017 Facility under capital lease $ 20,000 $ 20,000 Equipment under capital lease 6,000 6,000 Facility improvements 982 332 Medical equipment 1,038 905 Office equipment and software 404 256 28,424 27,493 Accumulated depreciation – assets under capital lease (3,027 ) (1,805 ) Accumulated depreciation – other (245 ) (99 ) (3,272 ) (1,904 ) Net fixed assets $ 25,152 $ 25,589 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table summarizes by category the gross carrying value and accumulated amortization of intangible assets (in thousands): June 30, 2018 June 30, 2017 Intellectual property – gross carrying value $ 3,100 $ 3,100 Patents – gross carrying value 2,484 2,346 5,584 5,446 Intellectual property – accumulated amortization (2,243 ) (2,088 ) Patents – accumulated amortization (1,721 ) (1,535 ) (3,964 ) (3,623 ) Net intangible assets $ 1,620 $ 1,823 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): For the Year Ending June 30, 2019 $ 319 2020 287 2021 265 2022 252 2023 237 Thereafter 260 Total $ 1,620 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following (in thousands): June 30, 2018 June 30, 2017 Rent and real estate taxes – related party (see Note 14) $ 471 $ 330 Interest – related party (see Note 14) 318 320 Professional fees 12 56 Salaries and benefits 133 111 Other accrued expenses 114 107 Total accrued expenses $ 1,048 $ 924 |
Capital Lease Obligation (Table
Capital Lease Obligation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Future minimum payments under the capitalized lease obligations are due as follows: Year Ending: Principal Interest Total 2019 $ 197,443 $ 1,902,557 $ 2,100,000 2020 212,898 1,887,102 2,100,000 2021 229,562 1,870,438 2,100,000 2022 247,531 1,852,469 2,100,000 2023 266,906 1,833,094 2,100,000 Thereafter 23,927,240 32,247,760 56,175,000 Total minimum lease payments 25,081,580 $ 41,593,420 $ 66,675,000 Less: current portion (197,443 ) Long-term portion of minimum lease obligations $ 24,884,137 |
Earnings (Loss) Per Common Sh33
Earnings (Loss) Per Common Share (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table summarizes the components of the earnings (loss) per common share calculation (in thousands, except per share amounts): Years ended June 30, 2018 2017 Basic and diluted numerator: Net loss attributable to iBio, Inc. stockholders $ (16,105 ) $ (14,532 ) Preferred stock dividends (260 ) (90 ) Net loss available to iBio, Inc. stockholders $ (16,365 ) $ (14,622 ) Basic and diluted denominator: Weighted-average common shares outstanding 10,631 8,911 Per share amount $ (1.54 ) $ (1.64 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of June 30, 2018, shares issuable which could potentially dilute future earnings included were as follows. Year Ended June 30, 2018 2017 (in thousands) Stock options 1,365 1,355 Series A Preferred 6,900 - Series B Preferred 6,428 - Shares excluded from the calculation of diluted loss per share 14,693 1,355 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations (in thousands): Year Ended June 30, 2018 2017 Research and development $ 50 $ 26 General and administrative 720 984 Totals $ 770 $ 1,010 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes all stock option activity during the years ended June 30, 2018 and 2017: Stock Options Weighted- average Exercise Price Weighted- average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of July 1, 2016 1,227,333 $ 13.10 6.4 $ 993 Granted 158,500 $ 4.00 Forfeited/expired (31,000 ) $ 11.11 Outstanding as of June 30, 2017 1,354,833 $ 12.08 5.9 $ 138 Granted 21,000 $ 3.12 Forfeited/expired (11,250 ) $ 4.00 Outstanding as of June 30, 2018 1,364,583 $ 12.01 4.9 $ - As of June 30, 2018 vested and expected to vest 1,362,221 $ 12.01 4.9 $ - Exercisable as of June 30, 2018 1,144,754 $ 12.59 4.3 $ - |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | The following table summarizes information about options outstanding and exercisable at June 30, 2018: Options Outstanding and Exercisable Number Outstanding Weighted- A verage Remaining Life In Years Weighted- A verage Exercise Price Number Exercisable Exercise prices: $1.70 - $3.01 73,000 1.3 $ 2.01 68,000 $3.10 - $4.90 271,250 7.4 4.04 157,753 $5.00 - $7.70 206,333 3.9 5.84 187,667 $8.40 - $13.80 272,000 4.6 10.47 272,000 $14.00 - $22.50 428,000 5.3 17.86 345,334 $26.90 - $30.70 114,000 2.6 30.30 114,000 1,364,583 4.9 $ 12.01 1,144,754 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions: 2018 2017 Risk-free interest rate 2.15% - 2.94% 2.05% - 2.46% Dividend yield 0% 0% Volatility 103.00% - 103.72% 103.10% - 104.38% Expected term (in years) 9 9 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Comprehensive Income (Loss) [Table Text Block] | The components of net loss consist of the following (in thousands): For the Years Ended June 30, 2018 2017 United States $ (16,076 ) $ (16,122 ) Brazil (32 ) (17 ) Total $ (16,108 ) $ (16,139 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of the provision (benefit) for income taxes consist of the following (in thousands): For the Years Ended June 30, 2018 2017 Current – Federal, state and foreign $ - $ - Deferred – Federal 3,318 (5,178 ) Deferred – State 943 (866 ) Deferred – Foreign (8 ) (4 ) Total 4,253 (6,048 ) Change in valuation allowance (4,253 ) 6,048 Income tax expense $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of June 30, 2018 2017 Deferred tax assets (liabilities): Net operating loss $ 15,652 $ 17,827 Share-based compensation 2,211 3,072 Research and development tax credits 1,404 1,285 Suspended losses in iBio CDMO 1,223 2,762 Basis in iBio CDMO 678 538 Intangible assets (202 ) (267 ) Vacation accrual and other 24 24 Valuation allowance (20,990 ) (25,241 ) Total $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory tax rate to the effective tax rate is as follows: Years Ended June 30, 2018 2017 Statutory federal income tax rate 21 % 34 % State (net of federal benefit) 6 % 6 % Research and development tax credit 1 % 1 % Permanent differences - % (5 )% Reclassification of incentive stock options to non-qualifying - % 13 % Change in federal rate (56 )% - % Change in valuation allowance 28 % (49 )% Effective income tax rate - % - % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies. Year Ended June 30, 2018 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 407 $ 37 $ - $ 444 Revenues - intersegment 1,329 461 (1,790 ) - Research and development 2,470 1,943 (427 ) 3,986 General and administrative 4,547 7,460 (1,322 ) 10,685 Operating loss (5,281 ) (8,946 ) - (14,227 ) Interest expense - (1,915 ) - (1,915 ) Interest and other income 28 6 - 34 Consolidated net loss (5,253 ) (10,855 ) - (16,108 ) Total assets 36,986 18,879 (12,782 ) 43,083 Fixed assets, net 5 25,147 - 25,152 Intangible assets, net 1,620 - - 1,620 Depreciation expense 3 1,365 - 1,368 Amortization of intangible assets 341 - - 341 Year Ended June 30, 2017 (in thousands) iBio, Inc. iBio CDMO Eliminations Total Revenues - external customers $ 271 $ 123 $ - $ 394 Revenues - intersegment 972 1,280 (2,252 ) - Research and development 3,657 1,763 (1,303 ) 4,117 General and administrative 5,245 6,255 (949 ) 10,551 Operating loss (7,659 ) (6,615 ) - (14,274 ) Interest expense (1 ) (1,928 ) - (1,929 ) Interest and other income 43 21 - 64 Consolidated net loss (7,617 ) (8,522 ) - (16,139 ) Total assets 19,049 29,738 (12,777 ) 36,010 Fixed assets, net 8 25,581 - 25,589 Intangible assets, net 1,823 - - 1,823 Depreciation expense 3 1,323 - 1,326 Amortization of intangible assets 350 - - 350 |
Nature of Business (Details Tex
Nature of Business (Details Textual) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Jun. 30, 2018ft² | Jun. 26, 2018$ / shares | Jun. 20, 2018$ / shares | Feb. 23, 2017$ / shares | Jan. 13, 2016USD ($) | Dec. 31, 2015 | |
Nature of Business [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 0.001 | ||||
BRAZIL | ||||||
Nature of Business [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 99.00% | |||||
Second Eastern Affilate [Member] | ||||||
Nature of Business [Line Items] | ||||||
Area of Land | ft² | 139,000 | |||||
iBio CDMO LLC [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | |||||
Equity Method Investment, Ownership Percentage | 0.01% | |||||
iBio CDMO LLC [Member] | Second Eastern Affilate [Member] | ||||||
Nature of Business [Line Items] | ||||||
Lease Term | 34 years | |||||
iBio CMO [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | |||||
Equity Method Investment, Ownership Percentage | 99.99% | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
iBio CMO [Member] | Second Eastern Affilate [Member] | ||||||
Nature of Business [Line Items] | ||||||
Noncontrolling Interest, Amount Represented by Preferred Stock | $ | $ 15 | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% |
Basis of Presentation (Details
Basis of Presentation (Details Textual) - USD ($) | Jul. 12, 2018 | Jun. 30, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | Nov. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 31, 2018 | Jun. 20, 2018 | Feb. 23, 2017 | Jun. 30, 2016 |
Basis of Presentation [Line Items] | |||||||||||
Accumulated deficit | $ (88,228,000) | $ (88,228,000) | $ (72,123,000) | ||||||||
Net Cash Used in Operating Activities | (13,480,000) | (13,163,000) | |||||||||
Cash | $ 15,934,000 | 15,934,000 | 8,088,000 | $ 23,014,000 | |||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | 4,350,000 | 2,250,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 16,000,000 | $ 16,000,000 | $ 4,500,000 | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (16,108,000) | (16,139,000) | |||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | $ 2 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 0.001 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | 7,000,000 | 7,000,000 | 100,000 | |||||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,666,666 | 2,666,666 | |||||||||
Over-Allotment Option [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 11,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 17,350,000 | ||||||||||
Underwritten Public Offering [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 16,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 0 | $ 0 | |||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | 100,000 | |||||||||
Series A Preferred Stock [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 6,300 | 6,300 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 0.001 | ||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 5,785 | 5,785 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | |||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,427,778 | 6,427,778 | |||||||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | |||||||||
Subsequent Event [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 1,350,000 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 746,665 | ||||||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Proceeds from Issuance of Common Stock | $ 1,350,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||||||
Shares Issued, Price Per Share | $ 0.90 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 746,665 | ||||||||||
iBio CMO [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 16,100,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues From Grants | $ 44,000 | $ 131,000 |
Work in process | 0 | 26,000 |
Cash, FDIC Insured Amount | $ 15,427,000 | $ 7,623,000 |
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 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Property, Plant and Equipment, Gross | $ 28,424 | $ 27,493 |
Accumulated depreciation - assets under capital lease | (3,027) | (1,805) |
Accumulated depreciation - other | (245) | (99) |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (3,272) | (1,904) |
Net fixed assets | 25,152 | 25,589 |
Facility Under Capital Lease [Member] | ||
Property, Plant and Equipment, Gross | 20,000 | 20,000 |
Equipment Under Capital Lease [Member] | ||
Property, Plant and Equipment, Gross | 6,000 | 6,000 |
Facility Improvements [Member] | ||
Property, Plant and Equipment, Gross | 982 | 332 |
Medical equipment [Member] | ||
Property, Plant and Equipment, Gross | 1,038 | 905 |
Office Equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 404 | $ 256 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Depreciation, Total | $ 1,368 | $ 1,326 |
Capital Leased Assets [Member] | ||
Depreciation, Total | $ 1,222 | $ 1,235 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | $ 5,584 | $ 5,446 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,964) | (3,623) |
Net intangible assets | 1,620 | 1,823 |
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 | (2,243) | (2,088) |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross carrying value | 2,484 | 2,346 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (1,721) | $ (1,535) |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
2,019 | $ 319 | |
2,020 | 287 | |
2,021 | 265 | |
2,022 | 252 | |
2,023 | 237 | |
Thereafter | 260 | |
Total | $ 1,620 | $ 1,823 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Amortization of Intangible Assets | $ 341 | $ 350 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 6 years 3 months 18 days | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 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 Te
Significant Vendors (Details Textual) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2015 | |
Significant Vendor [Line Items] | |||
Accounts Payable, Current | $ 790,000 | $ 749,000 | |
Research and Development Expense | 3,986,000 | 4,117,000 | |
Revenues | 444,000 | 394,000 | |
Amended Agreement [Member] | |||
Significant Vendor [Line Items] | |||
Research and Development Expense | $ 2,100,000 | ||
Revenues | 0 | ||
Fraunhofer [Member] | |||
Significant Vendor [Line Items] | |||
Accounts Payable, Current | 75,000 | 75,000 | |
Novici [Member] | |||
Significant Vendor [Line Items] | |||
Accounts Payable, Current | 181,000 | 87,000 | |
Research and Development Expense | $ 877,000 | $ 957,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Accrued Liabilities, Current | $ 1,048 | $ 924 |
Rent And Real Estate Tax Expense [Member] | ||
Accrued Liabilities, Current | 471 | 330 |
Interest Expense [Member] | ||
Accrued Liabilities, Current | 318 | 320 |
Professional fees [Member] | ||
Accrued Liabilities, Current | 12 | 56 |
Salaries and benefits [Member] | ||
Accrued Liabilities, Current | 133 | 111 |
Other accrued expenses [Member] | ||
Accrued Liabilities, Current | $ 114 | $ 107 |
Capital Lease Obligation (Detai
Capital Lease Obligation (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
2,019 | $ 2,100,000 | |
2,020 | 2,100,000 | |
2,021 | 2,100,000 | |
2,022 | 2,100,000 | |
2,023 | 2,100,000 | |
Thereafter | 56,175,000 | |
Total minimum lease payments | 66,675,000 | |
Less: current portion | (197,000) | $ (183,000) |
Long-term portion of minimum lease obligations | 24,884,000 | $ 25,082,000 |
Principal [Member] | ||
2,019 | 197,443 | |
2,020 | 212,898 | |
2,021 | 229,562 | |
2,022 | 247,531 | |
2,023 | 266,906 | |
Thereafter | 23,927,240 | |
Total minimum lease payments | 25,081,580 | |
Less: current portion | (197,443) | |
Long-term portion of minimum lease obligations | 24,884,137 | |
Interest [Member] | ||
2,019 | 1,902,557 | |
2,020 | 1,887,102 | |
2,021 | 1,870,438 | |
2,022 | 1,852,469 | |
2,023 | 1,833,094 | |
Thereafter | 32,247,760 | |
Total minimum lease payments | $ 41,593,420 |
Capital Lease Obligation (Det48
Capital Lease Obligation (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Capital Leases, Income Statement, Interest Expense | $ 1,915,000 | $ 1,928,000 |
Sub Lease Expiration Period | 34 years | |
Operating Leases, Rent Expense | $ 2,100,000 | |
Capital Lease Obligation Description | 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. Percentage rent amounted to $199,000 and $107,000 in 2018 and 2017, respectively. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jul. 12, 2018 | Jun. 08, 2018 | Apr. 13, 2016 | Apr. 07, 2016 | Jan. 13, 2016 | May 15, 2015 | Aug. 31, 2018 | Jun. 30, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | May 31, 2018 | May 23, 2018 | Apr. 23, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Jul. 24, 2017 | Feb. 23, 2017 | Jan. 25, 2016 | Aug. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 13, 2018 | Jun. 20, 2018 | Jun. 30, 2016 |
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | ||||||||||||||||||||||||
Common Stock, Shares Authorized | 275,000,000 | 275,000,000 | 175,000,000 | ||||||||||||||||||||||
Common Stock, Shares, Issued | 16,040,126 | 120,000 | 16,040,126 | 8,911,851 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | 4,350,000 | 2,250,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 16,000,000 | $ 16,000,000 | $ 4,500,000 | ||||||||||||||||||||||
Share Price | $ 0.90 | $ 0.90 | $ 0.90 | $ 0.90 | $ 3.86 | $ 7.20 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | 0.90 | 0.90 | $ 2 | |||||||||||||||||||||
Registration Common Stock | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.90 | $ 0.90 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | 7,000,000 | 7,000,000 | 100,000 | |||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 0.001 | ||||||||||||||||||||||
Offering Price To New Investors | 7.00% | 7.00% | |||||||||||||||||||||||
Offering Price to Existing Investors | 3.50% | 3.50% | |||||||||||||||||||||||
Underwriting Discounts, Commissions and Other Offering Expenses | $ 854,000 | $ 311,000 | |||||||||||||||||||||||
Proceeds from Noncontrolling Interests | $ 1,050,000 | $ 0 | |||||||||||||||||||||||
Conversion of Stock, Shares Converted | 90 | 672 | |||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 135,000 | 135,000 | |||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | On June 8, 2018, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-ten (1:10) reverse stock split of the shares of the Company's common stock, either issued and outstanding or held by the Company as treasury stock, effective as of 4:10 p.m. (Eastern Time), June 8, 2018. The Company's common stock began trading on a reverse split adjusted basis on the Exchange when the market opened Monday, June 11, 2018. | On May 23, 2018, the Company's board of directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1:10) shares of the Company's Common Stock. As a result of the reverse stock split, every ten (10) shares of the Company's Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company's common stock. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. | On April 23, 2018, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company's certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company's Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10). | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,666,666 | 2,666,666 | |||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 1,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | |||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | 100,000 | |||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 6,300 | 6,300 | 0 | 1,000,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,300 | 6,300 | |||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 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 of $0.90. 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 will 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 | 90 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,785 | 5,785 | 0 | 1,000,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,785 | 5,785 | |||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | |||||||||||||||||||||||
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 of $0.90. 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 our common stock outstanding immediately after giving effect to such exercise. | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,427,778 | 6,427,778 | |||||||||||||||||||||||
Stockholders [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | ||||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 11,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 17,350,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,350,000 | ||||||||||||||||||||||||
Share Price | $ 0.84 | ||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 746,665 | 746,665 | |||||||||||||||||||||||
Underwriting Discounts, Commissions and Other Offering Expenses | $ 94,500 | ||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 746,665 | 746,665 | |||||||||||||||||||||||
Conversion of Stock, Shares Converted | 846,665 | ||||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 762 | 672 | |||||||||||||||||||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.90 | ||||||||||||||||||||||||
Eastern Share Purchase Agreements [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 945,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 650,000 | 650,000 | 650,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,043,000 | $ 2,177,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.30 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 350,000 | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 6.22 | ||||||||||||||||||||||||
Class Of Warrants Or Rights Exercised | 178,400 | ||||||||||||||||||||||||
Maximum Common Stock Percentage | 38.00% | 48.00% | 38.00% | ||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | ||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | ||||||||||||||||||||||||
Lincoln Park Purchase Agreement [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 16,000,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 10,000 | ||||||||||||||||||||||||
Share Price | $ 2.50 | ||||||||||||||||||||||||
Additional Aggregate Common Stock Purchased | $ 14,878,710 | $ 15,000,000 | $ 14,878,710 | ||||||||||||||||||||||
Aspire Capital Fund, LLC 2014 [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 15,000,000 | ||||||||||||||||||||||||
Aspire Capital Fund, LLC 2015 [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Commitment Shares Issued During Period | 45,000 | ||||||||||||||||||||||||
Preferred Tracking Stock [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 13,000,000 | ||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 2.00% | ||||||||||||||||||||||||
Dividends Payable | $ 350,000 | $ 350,000 | $ 90,000 | ||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 29,990,000 | ||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 9.99% | 99.99% | |||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.01% | ||||||||||||||||||||||||
iBio CDMO [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 3,500,000 | ||||||||||||||||||||||||
Proceeds from Noncontrolling Interests | $ 1,093,000 | $ 1,050,000 | |||||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 16,000,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 60,000 | 250,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 121,290 | $ 1,000,000 | |||||||||||||||||||||||
Share Price | $ 4 | ||||||||||||||||||||||||
Maximum [Member] | Lincoln Park Purchase Agreement [Member] | |||||||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||||||
Aggregate Common Stock Purchased | $ 1,000,000 |
Earnings (Loss) Per Common Sh50
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Basic and diluted numerator: | ||
Net loss attributable to iBio, Inc. stockholders | $ (16,105) | $ (14,532) |
Preferred stock dividends | (260) | (90) |
Net loss available to iBio, Inc. stockholders | $ (16,365) | $ (14,622) |
Basic and diluted denominator: | ||
Weighted-average common shares outstanding | 10,631 | 8,911 |
Per share amount | $ (1.54) | $ (1.64) |
Earnings (Loss) Per Common Sh51
Earnings (Loss) Per Common Share (Details 1) - shares shares in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,693 | 1,355 |
Employee Stock Option [Member] | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,365 | 1,355 |
Series A Preferred [Member] | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,900 | 0 |
Series B Preferred [Member] | ||
Earnings Loss Per Common Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,428 | 0 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | $ 770 | $ 1,010 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | 50 | 26 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Allocated Share-based Compensation Expense | $ 720 | $ 984 |
Share-Based Compensation (Det53
Share-Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Options, Outstanding at beginning of the period | 1,354,833 | 1,227,333 | ||
Stock Options, Granted | 15,000 | 21,000 | 158,500 | |
Stock Options, Forfeited/expired | (11,250) | (31,000) | ||
Stock Options, Outstanding at end of the period | 1,364,583 | 1,354,833 | 1,227,333 | |
Stock Options, As of June 30, 2018 vested and expected to vest | 1,362,221 | |||
Stock Options, Exercisable as of June 30, 2018 | 1,144,754 | |||
Weighted-average Exercise Price, Outstanding at beginning of the period | $ 12.08 | $ 13.10 | ||
Weighted-average Exercise Price, Granted | 3.12 | 4 | ||
Weighted-average Exercise Price, Forfeited/expired | 4 | 11.11 | ||
Weighted-average Exercise Price, Outstanding at end of the period | 12.01 | $ 12.08 | $ 13.10 | |
Weighted-average Exercise Price, As of June 30, 2018 vested and expected to vest | 12.01 | |||
Weighted-average Exercise Price, Exercisable as of June 30, 2018 | $ 12.59 | |||
Weighted-average Remaining Contractual Term (in years), Outstanding | 4 years 10 months 24 days | 5 years 10 months 24 days | 6 years 4 months 24 days | |
Weighted-average Remaining Contractual Term (in years), As of June 30, 2018 vested and expected to vest | 4 years 10 months 24 days | |||
Weighted-average Remaining Contractual Term (in years), Exercisable as of June 30, 2018 | 4 years 3 months 18 days | |||
Aggregate Intrinsic Value ,Outstanding | $ 0 | $ 138 | $ 993 | |
Aggregate Intrinsic Value, As of June 30, 2018 vested and expected to vest | 0 | |||
Aggregate Intrinsic Value, Exercisable as of June 30, 2018 | $ 0 |
Share-Based Compensation (Det54
Share-Based Compensation (Details 2) | 12 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number Outstanding | 1,364,583 |
Weighted-Average Remaining Life In Years | 4 years 10 months 24 days |
Weighted-Average Exercise Price | $ / shares | $ 12.01 |
Number Exercisable | 1,144,754 |
Exercise Price One [Member] | |
Number Outstanding | 73,000 |
Weighted-Average Remaining Life In Years | 1 year 3 months 18 days |
Weighted-Average Exercise Price | $ / shares | $ 2.01 |
Number Exercisable | 68,000 |
Exercise Price Two [Member] | |
Number Outstanding | 271,250 |
Weighted-Average Remaining Life In Years | 7 years 4 months 24 days |
Weighted-Average Exercise Price | $ / shares | $ 4.04 |
Number Exercisable | 157,753 |
Exercise Price Three [Member] | |
Number Outstanding | 206,333 |
Weighted-Average Remaining Life In Years | 3 years 10 months 24 days |
Weighted-Average Exercise Price | $ / shares | $ 5.84 |
Number Exercisable | 187,667 |
Exercise Price Four [Member] | |
Number Outstanding | 272,000 |
Weighted-Average Remaining Life In Years | 4 years 7 months 6 days |
Weighted-Average Exercise Price | $ / shares | $ 10.47 |
Number Exercisable | 272,000 |
Exercise Price Five [Member] | |
Number Outstanding | 428,000 |
Weighted-Average Remaining Life In Years | 5 years 3 months 18 days |
Weighted-Average Exercise Price | $ / shares | $ 17.86 |
Number Exercisable | 345,334 |
Exercise Price Six [Member] | |
Number Outstanding | 114,000 |
Weighted-Average Remaining Life In Years | 2 years 7 months 6 days |
Weighted-Average Exercise Price | $ / shares | $ 30.30 |
Number Exercisable | 114,000 |
Share-Based Compensation (Det55
Share-Based Compensation (Details 3) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Dividend yield | 0.00% | 0.00% |
Volatility, Minimum | 103.00% | 103.10% |
Volatility, Maximum | 103.72% | 104.38% |
Expected term (in years) | 9 years | 9 years |
Minimum [Member] | ||
Risk-free interest rate | 2.15% | 2.05% |
Maximum [Member] | ||
Risk-free interest rate | 2.94% | 2.46% |
Share-Based Compensation (Det56
Share-Based Compensation (Details Textual) - USD ($) | Mar. 01, 2017 | Jun. 30, 2017 | May 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 26, 2018 | Jun. 30, 2016 | Aug. 12, 2008 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.77 | $ 0.36 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized (in Dollars) | $ 372,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 15,000 | 21,000 | 158,500 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.12 | $ 4 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Increases (Decreases) in Period, Description | Plan was amended to increase the number of shares reserved for awards under the Plan from 1 million to 1.5 million. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 972,000 | $ 1,239,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | 10 years | ||||||
Share Price | $ 3.86 | $ 0.90 | $ 3.86 | $ 0.90 | $ 7.20 | |||
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) | 1,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 135,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 21,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.12 | |||||||
Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||||
Board Of Directors Officers And Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 143,500 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Jul. 12, 2018 | Apr. 07, 2016 | Jun. 26, 2018 | Nov. 30, 2017 | Feb. 23, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Related Party Transaction [Line Items] | |||||||
Accounts Payable, Related Parties, Current | $ 189,000 | $ 87,000 | |||||
Research and Development Expense | $ 3,986,000 | 4,117,000 | |||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | 4,350,000 | 2,250,000 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 7,000,000 | 100,000 | |||||
Preferred Tracking Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 13,000,000 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 29,990,000 | ||||||
iBio CDMO LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 0.01% | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | ||||||
Eastern Capital Limited and its Affiliates [Member] | Retained Interest [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.00% | ||||||
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% | ||||||
Second Eastern Affilate [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Payable, Related Parties, Current | $ 789,000 | 650,000 | |||||
Research and Development Expense | 775,000 | ||||||
Interest Expense, Debt | 1,915,000 | 1,928,000 | |||||
Other General And Administrative Expense | $ 852,000 | $ 775,000 | |||||
Stockholders [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 650,000 | ||||||
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, 2018 | Jun. 30, 2017 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (16,108) | $ (16,139) |
United States [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (16,076) | (16,122) |
Brazil [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (32) | $ (17) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Current – Federal, state and foreign | $ 0 | $ 0 |
Deferred – Federal | 3,318 | (5,178) |
Deferred – State | 943 | (866) |
Deferred – Foreign | (8) | (4) |
Total | 4,253 | (6,048) |
Change in valuation allowance | (4,253) | 6,048 |
Income tax expense | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets (liabilities): | ||
Net operating loss | $ 15,652 | $ 17,827 |
Share-based compensation | 2,211 | 3,072 |
Research and development tax credits | 1,404 | 1,285 |
Suspended losses in iBio CDMO | 1,223 | 2,762 |
Basis in iBio CDMO | 678 | 538 |
Intangible assets | (202) | (267) |
Vacation accrual and other | 24 | 24 |
Valuation allowance | (20,990) | (25,241) |
Total | $ 0 | $ 0 |
Income Taxes (Details 3)
Income Taxes (Details 3) | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | |
Statutory federal income tax rate | 21.00% | 35.00% | 34.00% |
State (net of federal benefit) | 6.00% | 6.00% | |
Research and development tax credit | 1.00% | 1.00% | |
Permanent differences | 0.00% | (5.00%) | |
Reclassification of incentive stock options to non-qualifying | 0.00% | 13.00% | |
Change in federal rate | (56.00%) | 0.00% | |
Change in valuation allowance | 28.00% | (49.00%) | |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2008 | |
Income Taxes [Line Items] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | 34.00% | ||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 66,300,000 | $ 5,500,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 29,000,000 | ||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,404,000 | $ 1,285,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 125,000 | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 9,100,000 | ||||
Scenario, Plan [Member] | |||||
Income Taxes [Line Items] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | Jan. 14, 2014 | Dec. 31, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2015 | Apr. 30, 2013 |
Commitments and Contingencies [Line Items] | ||||||
Research and Development Expense, Total | $ 3,986,000 | $ 4,117,000 | ||||
Royalty Guarantees, Commitments, Amount | $ 200,000 | |||||
Long Term Purchase Commitment Expire Date | Dec. 31, 2015 | |||||
Operating Leases, Rent Expense | $ 2,100,000 | |||||
Commitments [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Research Services Agreements Value Fulfilling Commitment | $ 3,000,000 | |||||
Royalty Guarantees, Commitments, Amount | $ 3,000,000 | |||||
License Cost | $ 30,627 | |||||
Initial license fee | 20,000 | |||||
Settlement Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Prepaid Expense | $ 1,000,000 | |||||
Amended Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Research and Development Expense, Total | $ 2,100,000 | |||||
Second Eastern Affilate [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Research and Development Expense, Total | 775,000 | |||||
Minimum [Member] | Commitments [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
License Cost | 25,000 | |||||
Maximum [Member] | Commitments [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
License Cost | $ 150,000 | |||||
Fraunhofer [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Royalty Guarantees, Commitments, Amount | $ 4,000,000 | |||||
Other Commitments, Description | the 2013 Settlement Agreement provided that, for a period of up to 15 years, the Company would pay Fraunhofer one percent (1%) of all receipts derived by the Company from sales of products produced utilizing the iBioLaunch™ or iBioModulator™ technology and ten percent (10%) of all receipts derived by the Company from licensing those technologies to third parties. | |||||
iBio CDMO LLC [Member] | Second Eastern Affilate [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Operating Leases, Rent Expense | $ 38,822 | $ 15,370 |
Employee 401(K) Plan (Details T
Employee 401(K) Plan (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
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 | $ 38,000 | $ 0 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues - external customers | $ 444 | $ 394 |
Revenues - intersegment | 0 | 0 |
Research and development | 3,986 | 4,117 |
General and administrative | 10,685 | 10,551 |
Operating loss | (14,227) | (14,274) |
Interest expense | (1,915) | (1,929) |
Interest and other income | 34 | 64 |
Consolidated net loss | (16,108) | (16,139) |
Total assets | 43,083 | 36,010 |
Fixed assets, net | 25,152 | 25,589 |
Intangible assets, net | 1,620 | 1,823 |
Depreciation expense | 1,368 | 1,326 |
Amortization of intangible assets | 341 | 350 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues - external customers | 0 | 0 |
Revenues - intersegment | (1,790) | (2,252) |
Research and development | (427) | (1,303) |
General and administrative | (1,322) | (949) |
Operating loss | 0 | 0 |
Interest expense | 0 | 0 |
Interest and other income | 0 | 0 |
Consolidated net loss | 0 | 0 |
Total assets | (12,782) | (12,777) |
Fixed assets, net | 0 | 0 |
Intangible assets, net | 0 | 0 |
Depreciation expense | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
iBio CDMO [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues - external customers | 37 | 123 |
Revenues - intersegment | 461 | 1,280 |
Research and development | 1,943 | 1,763 |
General and administrative | 7,460 | 6,255 |
Operating loss | (8,946) | (6,615) |
Interest expense | (1,915) | (1,928) |
Interest and other income | 6 | 21 |
Consolidated net loss | (10,855) | (8,522) |
Total assets | 18,879 | 29,738 |
Fixed assets, net | 25,147 | 25,581 |
Intangible assets, net | 0 | 0 |
Depreciation expense | 1,365 | 1,323 |
Amortization of intangible assets | 0 | 0 |
iBio, Inc [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues - external customers | 407 | 271 |
Revenues - intersegment | 1,329 | 972 |
Research and development | 2,470 | 3,657 |
General and administrative | 4,547 | 5,245 |
Operating loss | (5,281) | (7,659) |
Interest expense | 0 | (1) |
Interest and other income | 28 | 43 |
Consolidated net loss | (5,253) | (7,617) |
Total assets | 36,986 | 19,049 |
Fixed assets, net | 5 | 8 |
Intangible assets, net | 1,620 | 1,823 |
Depreciation expense | 3 | 3 |
Amortization of intangible assets | $ 341 | $ 350 |
Notices of Delisting or Failu66
Notices of Delisting or Failure to Satisfy a Continued Listing Rule or Standard (Details textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2018 | May 23, 2018 | Apr. 23, 2018 | Jun. 30, 2018 | Sep. 13, 2018 | Jun. 26, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Stockholders' Equity, Reverse Stock Split | On June 8, 2018, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-ten (1:10) reverse stock split of the shares of the Company's common stock, either issued and outstanding or held by the Company as treasury stock, effective as of 4:10 p.m. (Eastern Time), June 8, 2018. The Company's common stock began trading on a reverse split adjusted basis on the Exchange when the market opened Monday, June 11, 2018. | On May 23, 2018, the Company's board of directors approved the implementation of a reverse stock split at a ratio of one-for-ten (1:10) shares of the Company's Common Stock. As a result of the reverse stock split, every ten (10) shares of the Company's Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the effective time was, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of the Company's common stock. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise were entitled to receive a fractional share in connection with the reverse stock split instead were eligible to receive a cash payment, which was not material in the aggregate, instead of shares. | On April 23, 2018, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to effect an amendment to the Company's certificate of incorporation, as amended, to implement a reverse stock split at a ratio to be determined by the Company's Board of Directors in a range not less than one-for-two (1:2) and not greater than one-for-ten (1:10). | ||||||
Share Price | $ 0.90 | $ 0.90 | $ 3.86 | $ 7.20 | |||||
Entity Listing, Description | On June 6, 2018, the Company received notification from the NYSE American that it is not in compliance with the continued listing standards as set forth in Section 1003(a)(iii) of the NYSE American's Company Guide that, which applies if a listed company has stockholders' equity of less than $6,000,000 and has sustained losses from continuing losses and/or net losses in its five most recent fiscal years. | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 16,164 | $ 4,200 | $ 8,915 | $ 24,044 | |||||
Subsequent Event [Member] | |||||||||
Share Price | $ 0.84 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Jul. 12, 2018 | Jun. 30, 2018 | Jun. 26, 2018 | Jun. 26, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | Jun. 20, 2018 |
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 16,000,000 | $ 16,000,000 | $ 4,500,000 | ||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | 4,350,000 | 2,250,000 | ||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | $ 0.90 | $ 2 | |||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 0.001 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | 7,000,000 | 7,000,000 | ||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,666,666 | 2,666,666 | |||||
Fourty Five Option [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,666,666 | ||||||
Series A Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 6,300 | 6,300 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 0.001 | ||||
Series B Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 5,785 | 5,785 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | |||||
Over-Allotment Option [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 17,350,000 | ||||||
Stock Issued During Period, Shares, New Issues | 11,000 | ||||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 4,350,000 | ||||||
Shares Issued, Price Per Share | $ 0.90 | $ 0.90 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | ||||||
Common Stock [Member] | Series A Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | |||||
Common Stock [Member] | Series B Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,427,778 | 6,427,778 | |||||
Convertible Preferred Stock Conversion Price | $ 0.90 | $ 0.90 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 1,350,000 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 746,665 | ||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||
Shares Issued, Price Per Share | $ 0.90 | ||||||
Proceeds from Issuance of Common Stock | $ 1,350,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 746,665 |