IBIO 10-K & 10-Q changes, risk factors and insider trading

We have a limited operating history developing vaccinesprecision andantibody therapeutics, which may limit the ability of investors to make an informed investment decision.

We commenced independent operations in 2008, and our operations to date have included organizing and staffing our company, business planning, raising capital, acquiring and developing our proprietary technologies, running a contract development and manufacturing organization (“CDMO”), identifying potential product candidates and undertaking, in house and through third parties, preclinical trials and clinical trials of product candidates derived from our technologies. Prior to the end of calendar year 2022, we shifted our focus away from generating revenue as a CDMO service provider to the development of vaccines and therapeutics for commercialization.commercialization and thereafter to immune-oncology therapeutics. Our current focus is on immune-oncologyprecision therapeutics.antibodies Thefor currentobesity, vaccinescardiometabolic and therapeuticscardiopulmonary beingdiseases. developedIn June 2026, we dosed the first participant in a Phase 1 clinical trial of IBIO-600, our long-acting anti-myostatin antibody, in Australia. With the exception of IBIO-600, all of our other product candidates are allstill in preclinical development and we have not completed any clinical trials for any vaccine or therapeutic protein product candidate produced using iBio technology and there is a risk that we will be unsuccessful in developing or commercializing any product candidates. Certain vaccine candidates using iBio’s technologies have previously been evaluated by other organizations in Phase 1 clinical trials; however, all of our vaccine and therapeutic protein product candidates are still in preclinical development. Neither we nor our collaborators have completed any other clinical trials for any vaccine or therapeutic protein product candidate produced using iBio technology. As a result, weWe have not yet demonstrated our ability to successfully complete any Phase 2 or pivotal clinical trials, obtain regulatory approvals, manufacture a commercial scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Consequently, any conclusion you reach about our future success or viability may not be as predictive as it might be if we had a longer operating history.

Since our 2008 spinoff from Integrated BioPharma, we have incurred operating losses and negative cash flows from operations, and we expect to continue to generate operating losses for the foreseeable future. Our net loss was approximately $18.4$33.0 million and $24.9$18.4 million for the fiscal years ended June 30, 20252026 and 2024,2025, respectively. As of June 30, 2025,2026, we had an accumulated deficit of approximately $332.2$365.3 million.

To date, we have financed our operations primarily through the sale of commonCommon stock,Stock, the Woodforest Credit Agreement, preferred stock and warrants. We devote substantially all of our efforts to research and development, including the development and validation of our technologies, and the development of ahard-to-drug proprietaryprecision therapeuticantibodies productsfor againstobesity, oncology.cardiometabolic and cardiopulmonary diseases. We have not completed development of or commercialized any vaccine or therapeutic product candidates. We expect to continue to incur significant expenses and may incur operating losses for at least the next year. We anticipate that our expenses and losses will increase substantially due to the commencement of our clinical trial if we:

There can be no assurance that our collaboration with AstralBio will be successful or that we will enteredenter into agreements for the sale or out-licensing of any of our product candidates on favorable terms or that the exploration of potential options will result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms. If we determine to change our business strategy, our future business, prospects, financial position and operating results could be significantly different than those in historical periods or projected by our management. Because of the significant uncertainty regarding our future plans, we are not able to accurately predict the impact of a potential change in our business strategy and future funding requirements.

All of our existing product candidates are in various early stages of development and will require extensive additional clinical evaluation, regulatory review and approval, significant marketing efforts and substantial investment before they could provide us with any revenue. Only one product candidate is currently in human clinical trials. As a result, even if we successfully develop, achieve regulatory approval and commercialize our products, we may be unable to generate revenue for many years, if at all. We do not anticipate that we will generate revenue from product sales for at least several years, if at all. If we are unable to generate revenue from product sales, we will not become profitable, and we may be unable to continue our operations.

We expect our research and development expenses to increase significantly as our product candidates advance in clinical development, and as we add more employees. As part of the regulatory process, we must conduct clinical trials for each product candidate to demonstrate safety and efficacy to the satisfaction of the FDA and other regulatory authorities. The number and design of the clinical trials that will be required varies depending upon product candidate, the condition being evaluated, and the trial results themselves. Therefore, it is difficult to accurately estimate the cost of the clinical trials. Clinical trials are very expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. The clinical trial process is also time consuming. We estimate that clinical trials of our product candidates will take at least several years to complete. Because of numerous risks and uncertainties involved in our business, the timing or amount of increased development expenses cannot be accurately predicted, and our expenses could increase beyond expectations if we are required by the FDA, or comparable non-U.S. regulatory authorities, to perform studies or clinical trials in addition to those we currently anticipate. We anticipate that further product development is also expected to increase expenses, including but not limited to the expectedongoing Phase 1 clinical trial of IBIO-600, continued IND-enabling studies for IBIO-610, IBIO-600, and the additional studies that will be required to support development of our other preclinical cardiometabolic and cardiopulmonary programs. Furthermore, failure can occur at any stage of the trials, and we could encounter problems that cause us to abandon or repeat clinical trials.trials In addition, as we expand our business, we will need to retain additional employees with the necessary skills including employees for our continued expansion of drug discovery capabilities in San Diego, California.

Despite our receipt of approximately $46.5 million in net proceeds in connection with the closing of our underwritten offering in August 2025 Offering,(the “2025 Offering”), we will need additional capital to fully implement our long-term business, operating and development plans as we do not anticipate that any of our product candidates will generate revenue in the next few years, if at all. To the extent that we initiate or continue clinical development without securing collaborator or licensee funding, our research and development expenses could increase substantially.

When we elect to raise additional funds or additional funds are required, we may raise such funds from time to time through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Additional equity or debt financing or corporate collaboration and licensing arrangements may not be available on acceptable terms, if at all. We currently have no committed sources of funding. The At Market Issuance Sales Agreement (the “ATM Agreement”) with Chardan Capital Markets, LLC (“Chardan”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”) that we entered into on February 27, 2026, with ChardanJefferies andLLC Craig-Hallum(“Jefferies”), onproviding Julyfor 3,the 2024,sale alsoof up to $100,000,000 of shares of Common Stock (the “2026 ATM Agreement”) has certain requirements that we must meet in order to sell securities pursuant to the 2026 ATM Agreement. There can be no assurance that we will meet the requirements to be able to sell securities pursuant to the 2026 ATM Agreement, of if we meet the requirements that we will be able to raise sufficient funds on favorable terms. There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time the market value of our voting securities held by non-affiliates is $75 million or more.needed If we are unable to raise capital in sufficient amounts when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.

The actual amount of funds we will need to operate our business is subject to many factors, some of which are beyond our control therefore we are unable to determine this amount with certainty. These factors include the following:

We arerecently became a pre-clinical-stageclinical stage biopharmaceutical company that recently began to focus on leveraging the power of Artificial Intelligence (AI) for the development of precision antibodies.antibodies for obesity, cardiometabolic and cardiopulmonary diseases. Prior to August 23, 2021, when we entered into a series of agreements with RubrYc, we were focused on our CDMO business. We have never generated any product revenue from the development of precision antibodies, do not expect to generate revenue in the near future and do not have any products approved for sale. Our operations to date have been primarily focused on developing our product candidates. WeIn June 2026, we dosed the first participant in a Phase 1 clinical trial of IBIO-600 in Australia; however, we have not yet successfully conductedcompleted any clinical trials of any antibodies we have developed.trials. Consequently, predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing product candidates.

All but one of our product candidates are still in preclinical development. Our ability to generate product sales revenues for our own products, which we do not expect will occur for many years, will depend heavily on the successful development and eventual commercialization of our product candidates. The success of our product candidates will depend on several factors, including the following:

The risks associated with our product candidates not proceeding through clinical development is high. We expect it will be many years before we commercialize any product candidate, if ever. The product candidates we are developing are unproven, which makes it difficult to accurately predict the challenges we may face with respect to our product candidates as they proceed through development. It is also impossible to predict whether our clinical trials will proceed through registrational trials and when or if any of our product candidates will receive regulatory approval. To obtain the requisite regulatory approvals to commercialize any product candidates, we must demonstrate through extensive preclinical studies and lengthy, complex and expensive clinical trials that our product candidates are safe and effective in humans. We anticipate the commencement ofcommenced our first human clinical trialstrial in lateJune fiscal 2026 or early fiscal 2027.2026. Clinical testing can take many years to complete, and its outcome is inherently uncertain. Commencing any future clinical trials is subject to finalizing the trial design and submitting an application to the FDA or a comparable foreign regulatory authority. Even after we make our submission, the FDA or comparable foreign regulatory authority could disagree that we have satisfied their requirements to commence our clinical trials or disagree with our trial design, which may require us to complete additional studies or trials, amend our protocols or impose stricter conditions on the commencement of clinical trials.

In addition, we, IRBs/ECsECs, the FDA, the Australian TGA or theother FDAregulatory or foreign equivalentauthorities may suspend our clinical trials at any time if it appears that we are exposing participants to unacceptable health risks or if IRBs/ECsECs, the FDA, the Australian TGA or theother FDAregulatory oragencies foreign equivalent findsfind deficiencies in our submissions or conduct of our trials.

Our product candidates and the activities associated with their development and commercialization, including their design, testing, manufacture, safety, efficacy, recordkeeping, labeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by the FDA and by similar regulatory authorities outside the United States. Failure to obtain marketing approval for a product candidate will prevent us from commercializing the product candidate. WeIn haveApril not2026, we received Clinical Trial Notification acknowledgement from Australia’s TGA and ethics approval tofrom engagea inHREC, anyenabling clinical trials for anyinitiation of ourthe productIBIO-600 candidatesPhase and1 trial; however, there is no assurance that we will conduct successful clinical trials or obtain approval to market any of our product candidates from regulatory authorities in any jurisdiction. We have only limited experience in filing and supporting the applications necessary to gain marketing approvals and expect to rely on third parties to assist us in this process. Securing marketing approval requires the submission of extensive preclinical and clinical data and supporting information to regulatory authorities for each therapeutic indication to establish the product candidate’s safety and efficacy. Securing marketing approval also requires the submission of information about the product manufacturing process to, and inspection of manufacturing facilities by, the regulatory authorities. Our product candidates may not be effective, may be only moderately effective or may prove to have undesirable or unintended side effects, toxicities or other characteristics that may preclude our obtaining marketing approval or prevent or limit commercial use. If any of our product candidates receives marketing approval, the accompanying label may limit the approved use in such a restrictive manner that it is not possible to obtain commercial viability for such product.

For our obesity and cardiometabolic disease, not only will we compete with fully integrated pharmaceutical companies, but we will also compete with various companies that have developed or are trying to develop weight-loss treatments or cardiovascular therapies. Certain of our competitors have substantially greater capital resources, large customer bases, broader product lines, sales forces, greater marketing and management resources, larger research and development staffs with extensive facilities and equipment than we do and have more established reputations as well as global distribution channels. Our most significant competitors, among others, are fully integrated pharmaceutical companies such as Eli Lilly and Company, Novo Nordisk A/S, Amgen Inc., Bristol-Myers Squibb Company, Merck & Co., Inc., Novartis AG, MedImmune, LLC (a wholly owned subsidiary of AstraZeneca plcAstraZeneca PLC), Johnson & Johnson, Pfizer Inc., Merck KGaA and Sanofi SA, and more established biotechnology companies such as Genentech, Inc. (a member of the Roche Group), Gilead Sciences, Inc. and its subsidiary Kite Pharma, Inc, and Regeneron Pharmaceuticals.Pharmaceuticals, Inc.. We also compete with additional companies who are more advanced in the obesity and cardiometabolic space, such as Keros Therapeutics, Inc., Scholar Rock,Rock Inc.,Holding Corporation, Biohaven, Ltd., Basecure Therapeutics Inc., Structure Therapeutics, Inc., Viking Therapeutics, Inc., Veru Inc., Zealand Pharma A/S, Metsera, Inc., Terns Pharmaceuticals, Inc., Skye Bioscience, Inc., SixPeaks Bio AG, Laekna, Inc., Wave Life Sciences Ltd., Arrowhead Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc., and Helicore Biopharma Inc., as well as tech enabled drug discovery companies such as Recursion,Recursion Pharmaceuticals, Inc., AbCellera Biologics, Inc., Cellarity, Inc., BenevolentAI, Nabla Technologies, Inc., and others, some of which have substantially greater financial, technical, sales, marketing, and human resources than we do.

We are conducting clinical studies for IBIO-600 outside of the United States, and may conduct our initial clinical studies for IBIO-610 and our other product candidates outside of the United States. However, theThe FDA and other foreign equivalents may not accept data from such studies, in which case our development plans will be delayed, which could materially harm our business.

We mayare conductconducting our Phase 1 clinical studies for IBIO-610IBIO-600 in Australia, and may conduct other productclinical candidatestrials in Australia, Canada or other foreign countries. The acceptance of study data from clinical studies conducted outside the United States or another jurisdiction by the FDA or applicable foreign authority may be subject to certain conditions or may not be accepted at all. In cases where data from foreign clinical studies are intended to serve as the sole basis for marketing approval in the United States, the FDA will generally not approve the application on the basis of foreign data alone unless (i) the data are applicable to the U.S. population and U.S. medical practice; (ii) the studies were performed by clinical investigators of recognized competence and pursuant to GCP regulations; and (iii) the data may be considered valid without the need for an on-site inspection by the FDA, or if the FDA considers such inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means. In addition, even where the foreign study data are not intended to serve as the sole basis for approval, the FDA will not accept the data as support for an application for marketing approval unless the study is well-designed and well-conducted in accordance with GCP requirements and the FDA is able to validate the data from the study through an onsite inspection if deemed necessary. Many foreign regulatory authorities have similar approval requirements. In addition, such foreign studies would be subject to the applicable local laws of the foreign jurisdictions where the studies are conducted. There can be no assurance that the FDA or any applicable foreign authority will accept data from studies conducted outside of the United States or the applicable jurisdiction. If the FDA or any applicable foreign authority does not accept such data, it would result in the need for additional studies, which could be costly and time-consuming, and which may result in current or future product candidates that we may develop not receiving approval for commercialization in the applicable jurisdiction.

IBIO-800: Myostatin x Activin A Bispecific Antibody

In April 2024, as result of ourthe collaboration with AstralBio, we initiated a program to discover and develop a long-acting anti-myostatin antibody. Using our StableHu platform coupled with mammalian display, we optimized hit antibodies across multiple parameters, including affinity for myostatin, binding to the FcRn receptor, expression levels in mammalian cells, and resistance to poly-reactivity and aggregation. The final candidate, IBIO-600, was also observed to have a beneficial profile between thermostability and resistance to stress conditions during initial testing.

The study consisted of six NHPs, sorted randomly into the low and high dose groups. IBIO-600 promoted an increase in lean mass and a reduction in fat mass from baseline values. Standard PK calculations indicated the half-life of IBIO-600 in NHPs was approximately 40 to 5252.4 days. By using multiple allometric scaling approaches, we estimated the half-life in humans of IBIO-600 as falling with a range of 57-14774-147 days. IBIO-600 also demonstrated durable body composition effects, including lean mass gains of up to 5.1% with accompanying reductions in fat mass.

On August 19, 2025, we entered into an Underwriting Agreement with Leerink Partners LLC (“Leerink”),Leerink, as representative of the underwriters named in Schedule A thereto, relating to the offering, issuance and sale of 2025 Pre-Funded Warrants to purchase an aggregate of 71,540,000 shares of Common Stock and accompanying Series G Warrants to purchase (i) an aggregate of up to 35,770,000 shares of Common Stock (or, for those investors who so choose, pre-funded warrants to purchase up to 35,770,000 shares of Common Stock in lieu thereof) and (ii) Series H Warrants to purchase an aggregate of up to 35,770,000 shares of Common Stock (or, for those investors who so choose, pre-funded warrants to purchase up to 35,770,000 shares of Common Stock in lieu thereof) (the 2025 Offering). The combined public offering price per 2025 Pre-Funded Warrant and accompanying Series G Warrant was $0.699. The closing of the 2025 Offering took place on August 22, 2025. We received net proceeds from the 2025 Offering of approximately $46.5 million after deducting underwriting discounts and commissions and offering expenses payable by us in connection with the 2025 Offering. We may also receive up to an aggregate of $50 million of additional gross proceeds if the Series G Warrants and Series H Warrants are exercised in full for cash.

Each 2025 Pre-Funded Warrant and the pre-funded warrants issuable upon exercise of the Series G Warrants or Series H Warrants will have an exercise price per share of Common Stock equal to $0.001 and will bewere immediately exercisable from their date of issuance for one share of Common Stock, subject to certain beneficial ownership and other limitations. The Series G Warrants and Series H Warrants willwere each be exercisable from their date of issuance and will have an exercise price equal to $0.70 per whole share of Common Stock (or $0.699 per pre-funded warrant) and in the case of the Series G Warrants, the accompanying Series H Warrant. The Series G Warrants will expire on the date that is the earlier of (i)expired 30 trading days following our public announcement of a Trial Initiation Milestone and (ii) five years from the date of issuance.Milestone. In addition, to the extent the proportion of the unexercised portion of the Series G Warrant relative to the originally issued Series G Warrant is greater than the proportion of the unexercised portion of the originally issued 2025 Pre-Funded Warrant relative to the originally issued 2025 Pre-Funded Warrant, each Series G Warrant will immediately expireexpired in proportion to the extent that the corresponding 2025 Pre-Funded Warrant held by a holder is exercised prior to the occurrence of the Trial Initiation Milestone. When issued upon exercise of the Series G Warrants, the Series H Warrants will expire on the four-year anniversary of the closing date of the 2025 Offering.

Our ongoing business is primarily focused on i) development of our pipeline for which we do not expect revenue for many years, if at all, and ii) on advancing our AI-driven discovery platform to develop molecules against hard to drug targets. To date this platform has not generated any material revenue, though we may realize revenue from it in the future. Revenue in the amount of $0.1 million was recognized for services provided to a collaborative partner during the year ended June 30, 2026. Revenue in the amount of $0.4 million was recognized for services provided to a collaborative partner during the year ended June 30, 2025. During the year ended June 30, 2024, we reported revenue in the amount of $0.2 million related to research activities performed and license fees.

R&D expenses for the fiscal yearyears ended June 30, 20252026 and 20242025 were approximately $8.3$19.6 million and $5.2$8.3 million, respectively, an increase of approximately $3.1$11.3 million or approximately 60%.136%. The increase in R&D expenses wereis primarily due to increased spending onof approximately $8.4 million for consultants and outside services ofsupporting $2.7our millionR&D efforts, including NHP studies and consumableCMC suppliesactivities, offor $0.4 million as a result of advancing research activities to support the Company’s IBIO-600,our IBIO-610 and IBIO-600 programs and other preclinical pipeline assets.assets, and a $2.5 million development milestone.

G&A expenses for the fiscal yearyears ended June 30, 20252026 and 20242025 were approximately $10.7$10.6 million and $11.7$10.7 million, respectively, a decrease of $1.0approximately $0.1 million or 8%.1.0%. The slight decrease iswas primarily attributable to a reduction in personnel-related costs of $0.7 million, lower insurance premiums due to negotiated rates $0.3 million, a decrease in depreciation of $0.2 million, a reduction in legal fees of $0.1 million. The decreases were partially offsetdriven by increasedIT franchisecost taxes of $0.2 million and travel expenses of $0.1 million.reductions.

Other income for the fiscal years ended June 30, 20252026 and 20242025 were $0.2$2.1 million and $1.2$0.2 million, respectively, aan decreaseincrease of approximately $1.0$1.9 million. The decreaseincrease is mainly attributable to interest earned on the saleproceeds offrom anour intangiblecapital assetraises inand fiscalwarrant year 2024 that did not recur in fiscal year 2025.exercises.

Our net loss for the fiscal year ended June 30, 20252026 was approximately $18.4$33.0 million, or $1.75$0.32 per share,share of Common Stock, compared to our net loss of approximately $24.9$18.4 million, or $6.50$1.75 per share,share of Common Stock, in the fiscal year ended June 30, 2024, which included the results of both continued and discontinued operations.2025.

Since our 2008 spinoff from Integrated BioPharma, we have incurred operating losses and negative cash flows from operations. Our net loss was approximately $9.0$22.4 million and $4.4$13.2 million for the threenine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. As of DecemberMarch 31, 2025,2026, we had an accumulated deficit of approximately $346.9$354.7 million. Based on the total cash and cash equivalents, and investments in debt securities of approximately $52.7$74.8 million at DecemberMarch 31, 2025,2026, we believe that our current cash position is sufficient to fund our operations for at least 12 months from the date of filing this Quarterly Report. Despite this liquidity position, the history of significant losses, the negative cash flow from operations, and the dependence by us on our ability to obtain additional financing to fund our operations raised substantial doubt about our ability to continue as a going concern. In January 2026, we closed on the 2026 Private Placement raising gross proceeds of approximately $26 million. Our ability to generate future revenue is dependent on the successful development, regulatory approval, and commercialization of our product candidates, which are subject to significant risks and uncertainties, including clinical trial outcomes, FDA review timelines, and market acceptance.

To date, we have financed our operations primarily through the sale of commonCommon stock,Stock, preferred stock and warrants and the exercise of warrants. We are devoting substantially all of our efforts to research and development, including the development and validation of our technologies, and the development of proprietary therapeutic products against oncology.obesity, cardiometabolic and cardiopulmonary diseases. We have not completed development of or commercialized any vaccine or therapeutic product candidates. We expect to continue to incur significant expenses and may incur operating losses for at least the next year. We anticipate that our expenses and losses will increase substantially if we:

Despite our receipt of net proceeds approximately $46.4 million in connection with theour 2025underwritten Offeringoffering andconsummated $24.4in August 2025, $24.3 million in connection with the 2026 Private Placement, and $13.6 million upon the exercise of warrants during the nine month ended March 31, 2026, we will need additional capital to fully implement our long-term business, operating and development plans as we expect to commence clinical trials in the nextsecond fewquarter monthsof calendar year 2026 and do not anticipate that any of our product candidates will generate revenue in the next few years, if at all. To the extent that we initiate or continue clinical development without securing collaborator or licensee funding, our research and development expenses could increase substantially.

When we elect to raise additional funds or additional funds are required, we may raise such funds from time to time through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Additional equity or debt financing or corporate collaboration and licensing arrangements may not be available on acceptable terms, if at all. We currently have no committed sources of funding. The 2026 ATM Agreement with Chardan Capital Markets, LLC (“Chardan”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”) that we entered into with Chardan and Craig-HallumJefferies on JulyFebruary 3,27, 2024,2026, also has certain requirements that we must meet in order to sell securities pursuant to the 2026 ATM Agreement. There can be no assurance that we will meet the requirements to be able to sell securities pursuant to the 2026 ATM Agreement, of if we meet the requirements that we will be able to raise sufficient funds on favorable terms. There can be no assurances that we will be able to raise the funds needed. Although we are no longer limited in our ability to sell securities registered on our registration statement on Form S-3 because the market value of our voting securities held by non-affiliates exceeded $75 million, we could in the future be subject to such limitations if the price of our stock should drop at certain measurement times. If we are unable to raise capital in sufficient amounts when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.

A recurring shutdown of the U.S. federal government may adversely affect our business operations and regulatory compliance. During such shutdowns, while the SEC’s EDGAR system remains operational, the unavailability of SEC staff to review filings, issue comments, or declare registration statements effective may delay our ability to complete public offerings, respond to comment letters, or obtain timely regulatory approvals. These delays could impact access to capital markets, hinder strategic transactions, and create uncertainty around our disclosure obligations. Additionally, the lack of interpretive guidance or exemptive relief during a shutdown may increase legal and compliance risks. Failure to adapt to or comply with evolving regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, access to capital and our stock price.

We have previously applied for government grants to support some of our research and development activities for our product candidates. A lapse in appropriations resulting in a government shutdown could materially disrupt the timing and availability of these funds. During such shutdowns, federal agencies may suspend the processing of new grant applications, delay reimbursements, or pause disbursements for existing awards. These interruptions could adversely affect our ability to complete our planned research and development activities. If federal funding continues to be delayed, reduced or canceled, we may need to seek alternative sources of financing, scale back research efforts, or defer planned initiatives, any of which could have a material adverse effect on our financial condition and results of operations. If we resume applying for government grants and do not obtain the grants we apply forfor, we may not have sufficient funds to develop certain of our product candidates. Even if we obtain grant funding, the terms of the grant funding may be restrictive. Often government grants include provisions that reflect the government’s substantial rights and remedies, many of which are not typically found in commercial contracts, including powers of the government to potentially require repayment of all or a portion of the grant award proceeds, in certain cases with interest, in the event we violate certain covenants pertaining to various matters.

The following information should be read together with the consolidated financial statements and the notes thereto and other information included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended DecemberMarch 31, 20252026 (this “Quarterly Report”) and in our annual report on Form 10-K for the year ended June 30, 2025 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2025. Unless the context requires otherwise, references in this Quarterly Report to “iBio,” the “Company,” “we,” “us,” or “our” and similar terms mean iBio, Inc.

Overview iBio, Inc. (the “Company” or “iBio”) is a preclinical stage biotechnology company leveraging the power of Artificial Intelligence (“AI”) for the development of hard-to-drug precision antibodies infor theobesity, cardiometabolic and obesitycardiopulmonary space.diseases. Our core mission is to harness the potential of AI and machine learning (“ML”) to unveil novel biologics which other scientists have been unable to develop. Through our innovative AI Drug Discovery Platform, we have been able to identify differentiated molecules aimed to address unmet needs by current approved interverional therapies.

We believe the future treatment for obesity lies not just in overall weight loss—but in targetedthe quality, durability, and tolerability of weight loss. Current interventional therapies, such as glucagon-like peptide-1 (“GLP-1”) receptor agonists have ushered in a breakthrough era, yet challenges remain: muscle loss, fat regain after treatment cessation, and long-term tolerability. We are developing second-generationnext-generation therapies aimeddesigned to meet these unmet needs, usingby the power ofleveraging AI-guided antibody design anddesign, advanced screening technologies.technologies and deep expertise in biologics development.

Our obesity strategy is built on threemultiple key principles. First, we aim to develop next-generation antibody therapeutics addressing limitations of currently approved treatments, offering options with athe goalpotential to preserve muscle mass, target fat selectively, and provide durable weight loss with improved tolerability. Second, we are focusingprioritizing on targets with strong human genetic and clinical validation, which we believe both helps reduce developmenttranslational risk and increase the likelihood of clinical success. Third, we are evaluating opportunities in adjacent obesity-related indications, including cardiometabolic and cardiopulmonary conditions such as PH-HFpEF. Lastly, we are applying our integrated AI Drug Discovery Platform and deep scientific expertise to rapidly generate and advance development-ready biologics, enabling itus to move with speed and precision in a competitive and fast-evolving field. Our current therapeutics are all in preclinical development and we have not completed any clinical trials in humans for any therapeutic protein product candidate produced using our technology and there is a risk we will be unsuccessful in developing or commercializing any product candidates. We anticipate IBIO-600 will enter Phase 1a clinical trials in the first half of calendar 2026, marking a pivotal milestone for us as the first molecule generated from our technology platform to advance into clinical development. In parallel, with shifting our focus to IBIO-610, potentially the first long-acting antibody inhibiting Activin E, we have accelerated the development of IBIO-610 and anticipate the commencement of first human clinical trials in early calendar 2027.

Our approach to the evolving needs in obesity treatment is facilitated by our fully integrated antibody discovery platform, designed from the ground up for precision, speed and developability. At the core of our AI Drug Discovery Platform is an AI-enabled epitope steering engine enabling us to precisely direct antibodies to functional hotspots on even the most challenging targets—often considered "undruggable." When combined with our antibody optimization platform, which deeply integrates generative AI tools with mammalian display technology, we can progress from concept to development-ready antibody in as little as seven months.

By leveraging our AI Drug Discovery Platform, we believe we have successfully identified the first long-acting antibody inhibiting Activin E.E, a potentially first-in-class Activin E antibody candidate. Preclinical data from multiple in vitro cell-based assays, including one on a human adipocyte cell line, demonstrated robust blockade of Activin E-mediated signaling. The antibody has been evaluated in multiple pre-clinical studies in a model of diet-induced obesity (DIO) in mice, both alone with biweekly dosing and in combination with semaglutide dosed daily. These results suggest IBIO-610 may induce fat-selective weight loss.

In a DIO mouse model, IBIO-610 was administered biweekly at 10 mg/kg for four weeks to evaluate its effects as a monotherapy. Treated mice were observed to have aan 8.9% reduction in body weight compared to baseline and placebo, with body composition analysis revealing a 26% reduction in fat mass and no measurable loss of lean mass. Outlier non-responder mice were excluded.

Following completion of the NHP pharmacokineticPK study, we initiated CMC and nonclinical toxicology activities to support the advancement of IBIO-600 towardinto clinical development. We have completed manufacturingmanufacture and fill/finishfill-finish of a GMP batch of IBIO-600, withand long termlong-term stability testing is ongoing. ToWe continuehave developmentengaged ofa IBIO-600contract afterresearch organization to support the completioninitiation of CMC and nonclinical toxicology testing, we have contracted with a CRO to advance IBIO-600 into first-in-human clinical testing. In parallel, we launchedinitiated a nonclinical toxicology program, initiating bothincluding rat and NHP dosedose-range range-findingfinding studies,studies as well as rat and NHP GLP toxicology studies. AllWe studiesreceived Clinical Trial Notification (“CTN”) acknowledgement from Australia’s Therapeutic Goods Administration (“TGA”) and ethics approval from a Human Research Ethics Committee (“HREC”) in Australia, enabling initiation of the first-in-human Phase 1 clinical trial for IBIO-600 in Australia. The Phase 1 study is a randomized, double-blind, placebo-controlled, single ascending dose trial designed to evaluate the safety, tolerability, pharmacokinetics, and pharmacodynamics of IBIO-600 in overweight and obese adult participants. First participants are progressingexpected asto planned.be dosed in the second quarter of calendar 2026.

CD3-based T-cell engagers can drive powerful anti-tumor responses by recruiting and activating the body’s own T cells. However, first-generation bispecifics have faced major challenges— - namely, cytokine release syndrome, limited specificity, and poor non-human primate (NHP) cross-reactivity, which complicates safety testing.

Our ShieldTx platform integrates antibody masking directly into the antibody discovery process, increasing the probability of success. Using our epitope engineering engine, we design small, accurate replicas of target epitopes to raise antibodies; these same engineered epitopes can then serve as optimized masks— - making mask design an inherent part of discovery.

As a result of this collaboration with AstralBio, we exercised our first option and entered into the Myostatin License Agreement with AstralBio, pursuant to which AstralBio licensed to us, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Myostatin License Agreement) and AstralBio Licensed Know-How (as defined in the Myostatin License Agreement) to develop, manufacture and commercialize and otherwise exploit IBIO-600 for research, diagnosis, treatment, prevention, or management of any disease or medical condition. We are solely responsible for all decisions related to the launch, sales and marketing and promotion of IBIO-600 in our discretion, subject to the terms of the License Agreement, and for all costs for all activities related to the development, manufacture and commercialization of IBIO-600 worldwide. IBIO-600 was identified by AstralBio using our proprietary technology stack and was designed for subcutaneous administration with the potential for an extended half-life. In parallel, we initiated a bispecific antibody program targeting myostatin/activin A to treat obesityobesity, cardiometabolic, and cardiometaboliccardiopulmonary disorders, leveraging our proprietary technology stack as well as the technology of IBIO-600.

In April 2025, we exercised our second option and entered into the Activin E License Agreement with AstralBio, pursuant to which AstralBio licensed to us, on an worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Activin E License Agreement) and AstralBio Licensed Know-How (as defined in the Activin E License Agreement) to develop, manufacture and commercialize and otherwise exploit IBIO-610 for research, diagnosis, treatment, prevention, or management of any disease or medical condition. We are solely responsible for all decisions related to the launch, sales and marketing and promotion of IBIO-610 in our discretion, subject to the terms of the Activin E License Agreement, and for all costs for all activities related to,to the development, manufacture and commercialization of IBIO-610 worldwide.

We continue to seek to advance of our preclinical immune-oncology candidates with potential as standalone or combination therapies while seeking partnerships for IBIO-600 in the most competitive areas that will likely require combination therapy. Further, we continue to seek out opportunities for future collaborations using our AI Drug Discovery Platform.

2026 Private Placement

On January 13, 2026 (the “Closing Date”), pursuant to the terms of the securities purchase agreement (the “2026 Purchase Agreement”) that we entered into on January 8, 2026 with certain investors (the “2026 Investors”), we issued and sold to the 2026 Investors in a private placement (the “2026 Private Placement”) an aggregate of 1,408,481 shares of our common stock, par value $0.001 per share (the “Common Stock”) and, in lieu of shares, pre-funded warrants (the “2026 Pre-Funded Warrants”) to purchase up to an aggregate of 9,653,257 shares of Common Stock (the “2026 Pre-Funded Warrant Shares”).Stock. The purchase price per share was $2.35. The purchase price per pre-funded warrant was $2.349, which is equal to the purchase price per share, minus the exercise price of $0.001 for each pre-funded warrant. We received aggregate gross proceeds from the 2026 Private Placement of approximately $26 million, before deducting the placement agent commissions and offering expenses payable by us which totaled approximately $1.7 million.

We have incurred net losses and generated negative cash flows from operations for many years. For the sixnine months ended DecemberMarch 31, 2025,2026, we incurred a net loss of approximately $14.7$22.4 million and had negative cash flows from operations of approximately $10.9$17 million. Historically, our liquidity needs have been met by the sale and issuances of securities and the issuances of shares of Common Stock through the exercise of warrants. As of DecemberMarch 31, 2025,2026, we had total current assets of approximately $53.4$77.3 million, of which approximately $28.7$47.6 million was cash and cash equivalents and approximately $24.0$27.2 million was investments in debt securities. For the sixnine months ended DecemberMarch 31, 2025,2026, we had an operating capital deficit of $10.9$17 million which compares to the $7.6$10.7 million operating capital deficit we maintained for the sixnine months ended DecemberMarch 31, 2024.2025.

Based on the total cash and cash equivalents, and investments in debt securities of approximately $52.7$74.8 million at DecemberMarch 31, 2025,2026, we believe that our current cash position is sufficient to fund our operations for at least 12 months from the date of filing this Quarterly Report.

Despite this liquidity position, the history of significant losses, the negative cash flow from operations, and the dependence by us on our ability to obtain additional financing to fund our operations raised substantial doubt about our ability to continue as a going concern. In August 2025, we closed on an underwritten public offering raising gross proceeds of approximately $50 million and in January 2026, we closed on the 2026 Private Placement raising gross proceeds of approximately $26 million. Additionally, we received gross proceeds of approximately $13.8 million from the exercise of warrants during the nine months ended March 31, 2026. Furthermore, in the fourth quarter of fiscal year 2026, we received gross proceeds of approximately $17 million from warrant exercises. Our ability to generate future revenue is dependent on the successful development, regulatory approval, and commercialization of our product candidates, which are subject to significant risks and uncertainties, including clinical trial outcomes, review timelines of the U.S. Food and Drug Administration (the “FDA”), and market acceptance.

Results of Operations – Comparison of the three months ended DecemberMarch 31, 20252026 and 20242025

Our ongoing business is primarily focused on i) development of our pipeline for which we do not expect revenue for many years, if at all, and ii) on advancing our AI-driven discovery platform to develop molecules against hard to drug targets. To date this platform has not generated any material revenue, though we may realize revenue from it in the future. No revenue was recognized during the three months ended DecemberMarch 31, 2026 and 2025. Revenue in the amount of $0.2 million was recognized for services provided to a collaborative partner during the three months ended December 31, 2024.

R&D expenses for the three months ended DecemberMarch 31, 20252026 and 20242025 were $4.3$3.3 million and $1.9 million, respectively, an increase of approximately $2.4$1.4 million. The increase in R&D expenses is mainlyprimarily due to increased spending onfor consultants and outside services supporting the Company’sour R&D efforts, including NHP studies and CMC activities, and an increase in peoplepersonnel costs as a result of advancing research activities for our IBIO-600 and IBIO-610 programs and other preclinical pipeline assets. The increased spend was partially offset by decreased spending on consumable supplies.

G&A expenses for the three months ended DecemberMarch 31, 20252026 and 20242025 were approximately $5.2$5.1 million and $2.7$3.0 million, respectively, an increase of approximately $2.5$2.1 million. The increase is primarily attributable to the impairment of the Company’s indefinite livedindefinite-lived intangible asset IBIO-101.IBIO-101 of $2.5 million offset by lower IT related costs and franchise taxes.

Total operating expenses, consisting primarily of G&A expenses and R&D expenses, for the three months ended DecemberMarch 31, 20252026 were approximately $9.4$8.4 million, compared to approximately $4.6$4.9 million in the same period of fiscal year 2025.

Our net loss for the three months ended DecemberMarch 31, 20252026 was $9.0$7.7 million, or $0.09$0.06 per share of Common Stock, compared to our net loss of approximately $4.4$4.9 million, or $0.48$0.49 per share of Common StockStock, for the three months ended DecemberMarch 31, 2024.2025.

Results of Operations – Comparison of the sixnine months ended DecemberMarch 31, 20252026 and 20242025

Our ongoing business is primarily focused on i) development of our pipeline for which we do not expect revenue for many years, if at all, and ii) on advancing our AI-driven discovery platform to develop molecules against hard to drug targets. To date this platform has not generated any material revenue, though we may realize revenue from it in the future. Revenue in the amount of $0.1 million was recognized for services provided to a collaborative partner during the sixnine months ended DecemberMarch 31, 2025.2026. Revenue in the amount of $0.2 million was recognized for services provided to a collaborative partner during the sixnine months ended DecemberMarch 31, 2024.2025.

R&D expenses for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 were $7.8$11.1 million and $3.2$5.1 million, respectively, an increase of approximately $4.6$6 million. The increase in R&D expenses is mainlyprimarily due to increased spending onfor consultants and outside services supporting the Company’sour R&D efforts, including NHP studies and CMC activities, for our IBIO-600 and IBIO-610 programs and other preclinical pipeline assets.

G&A expenses for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 were approximately $7.7$12.8 million and $5.5$8.5 million, respectively, an increase of approximately $2.2$4.3 million. The increase is primarily attributable to the impairment of theour Company’s indefinite livedindefinite-lived intangible asset, IBIO-101, of $5 million offset by a reduction in IT costs, consulting expenseexpenses, accounting fees and accountingfranchise fees.taxes.

Total operating expenses, consisting of R&D expenses and G&A expenses, for the sixnine months ended DecemberMarch 31, 20252026 were approximately $15.5$23.9 million, compared to approximately $8.7$13.6 million in the same period of fiscal year 2025.

Our net loss for the sixnine months ended DecemberMarch 31, 20252026 was $14.7$22.4 million, or $0.19$0.25 per share of Common Stock, compared to our net loss of approximately $8.4$13.2 million, or $0.94$1.44 per share of Common StockStock, for the sixnine months ended DecemberMarch 31, 2024.2025.

Net cash used in operating activities was approximately $10.9$17.0 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $7.6$10.7 million for the sixnine months ended DecemberMarch 31, 2024.2025. The use of cash was primarily attributable to funding our net loss for the period.

Net cash used in investing activities of approximately $24.5$27.6 million for the sixnine months ended DecemberMarch 31, 20252026 was primarily due to the purchase of investments in debt securities and the purchase of fixed assets. Net cash provided by investing activities was approximately $0.7 million for the sixnine months ended DecemberMarch 31, 2024.2025 and was primarily due to the receipt of $0.7 million principal on a promissory note receivable.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities during the sixnine months ended DecemberMarch 31, 2025,2026, was approximately $55.5$83.6 million and was primarily attributable to the net proceeds from the sale of securities primarily from the underwritten public offering that we consummated in August 2025, pursuant to which we received net proceeds of approximately $46.4 million, andthe 2026 Private Placement, pursuant to which we received net proceeds of approximately $24.3 million, net warrant exercise proceeds of approximately $9.5$13.6 million, partially offset by approximately $0.8 million of payments towards debt, including the term promissory note, equipment financing loan, and finance lease obligations. Net cash usedprovided inby financing activities was approximately $0.3$0.8 million for the sixnine months ended DecemberMarch 31, 2024.2025 and consisted of proceeds of $1.3 million for the sale of Common Stock and the exercise of stock options offset by payments totaling $0.5 million for various debt.

We have incurred significant losses and negative cash flows from operations since our spin-off from Integrated BioPharma in August 2008. As of DecemberMarch 31, 2026, our accumulated deficit was approximately $354.7 million, and we used approximately $17.0 million for operating activities during the nine months ended March 31, 2026. As of March 31, 2025, our accumulated deficit was approximately $346.9$327.1 millionmillion, and we used approximately $10.9$10.7 million of cash for operating activities during the sixnine months ended DecemberMarch 31, 2025. As of December 31, 2024, our accumulated deficit was approximately $322.2 million and we used approximately $7.6 million of cash for operating activities during the six months ended December 31, 2024. Our current cash, cash equivalents and investments in debt securities of approximately $52.7$74.8 million as of DecemberMarch 31, 20252026, in addition to the netgross proceeds of approximately $24.4$17 million from warrant exercises through the 2026date Privateof Placement,the filing of this Quarterly Report, is anticipated to be sufficient to support operations into the thirdfourth quarter of fiscal year 2028.

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPE”s), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually limited purposes. As of DecemberMarch 31, 2025,2026, we were not involved in any SPE transactions.

Our condensed consolidated financial statements are presented in accordance with U.S. GAAP, and all applicable U.S. GAAP accounting standards effective as of DecemberMarch 31, 2025,2026, have been taken into consideration in preparing the condensed consolidated financial statements. The preparation of condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, consequently, actual results could differ from those estimates. We base our estimates, to the extent possible, on historical experience. Historical information is modified as appropriate based on current business factors and various assumptions that we believe are necessary to form a basis for making judgments about the carrying value of assets and liabilities. We evaluate our estimates on an ongoing basis and make changes when necessary. Actual results could differ from our estimates.

Critical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. The following accounting estimate had a material impact on our results of operations for the three and sixnine months ended DecemberMarch 31, 2025.2026.

For indefinite lifeindefinite-lived intangible assets, we perform an impairment test annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.

We will continue to monitor the value of theour IP as part of our annual accounting policy for impairment of long-lived assets. The primary impairment indicators that may arise in the near future are (1) any sustained decline in our commonCommon stockStock market price and (2) FDA decisions on similar competing technologies that are applying for Phase 1 approval.