iBio Inc美股招股说明书(2025-08-21版)

Pre-Funded Warrants to Purchase up to 71,540,000 Shares of Common StockSeriesG Warrants to Purchase (i)up to 35,770,000 Shares of Common Stock, or Pre-Funded Warrants to purchase up to 35,770,000 Sharesof Common Stock in Lieu Thereof, and (ii)SeriesH Warrants to Purchase up to 35,770,000 Shares of Common Stock, or Pre-FundedWarrants to purchase up to 35,770,000 Shares of Common Stock in Lieu ThereofSeriesH Warrants, Issuable Upon Exercise of Series G Warrants, to Purchase up to 35,770,000 Shares of Common Stock, or Pre-FundedWarrants to purchase up to 35,770,000 Shares of Common Stock in Lieu Thereof143,080,000 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants, SeriesG Warrants (or Upon Exercise ofPre-Funded Warrants Issued Upon Exercise Thereof), and SeriesH Warrants (or Upon Exercise of Pre-Funded Warrants Issued UponExercise Thereof) We are offering pre-funded warrants to purchase an aggregate of up to 71,540,000 shares of our common stock, par value $0.001 per share(“common stock” and such warrants, the “Pre-Funded warrants”) and accompanying SeriesG warrants (the “SeriesG warrants”) to purchase (i)anaggregate of up to 35,770,000 shares of our common stock (or, for those investors who so choose, pre-funded warrants to purchase up to 35,770,000shares of common stock in lieu thereof) and (ii)SeriesH warrants to purchase an aggregate of up to 35,770,000 shares of our common stock (or, forthose investors who so choose, pre-funded warrants to purchase up to 35,770,000 shares of common stock in lieu thereof) (the “SeriesH warrants”). The Pre-Funded warrants will be sold in a fixed combination with the SeriesG warrants, with each Pre-Funded warrant that we sell in thisoffering being accompanied by a SeriesG warrant to purchase (i) one-half of a share of common stock (or, for those investors who so choose, a pre-funded warrant to purchase one-half of a share of common stock in lieu thereof) and (ii)a SeriesH warrant to purchaseone-half of a share ofcommon stock (or, for those investors who so choose, a pre-funded warrant to purchase one-half of a share of common stock in lieu thereof ), at acombined public offering price of $0.699. The Pre-Funded warrants and SeriesG warrants (and, upon exercise of the SeriesG warrants, the shares ofcommon stock and SeriesH warrants underlying the SeriesG warrants) are immediately separable and will be issued separately, but can only bepurchased together in this offering or upon the exercise of the SeriesG warrants, as applicable. Each Pre-Funded warrant and the pre-funded warrantsissuable 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 willbe immediately exercisable from their date of issuance for one share of common stock, subject to certain beneficial ownership and other limitations.The SeriesG warrants and SeriesH warrants will each be exercisable from their date of issuance and will have an exercise price equal to $0.70 perwhole share of common stock (or $0.699 per pre-funded warrant) and in the case of the SeriesG warrants, the accompanying SeriesH warrant. TheSeriesG warrants will expire on the date that is the earlier of (i)30 trading days following our public announcement, via a press release on anationally recognized news wire or the filing of a Current Report on Form8-K with the Securities and Exchange Commission (the “SEC”), that anInvestigational New Drug Application (“IND”) filed with the U.S. Food and Drug Administration (the “FDA”), a Clinical Trial Notification filed withthe applicable foreign governmental body in Australia, a Clinical Trial Application filed with the European Medicines Agency, or an equivalentsubmission filed with a foreign governmental body to initiate a clinical trial in any other foreign jurisdiction, has been accepted or has otherwise goneinto effect, as applicable (such public filing or announcement, the “Trial Initiation Milestone”) and (ii)five years from the date of issuance. Inaddition, to the extent the proportion of the unexercised portion of the Series G warrant relative to the originally issued Series G warrant is greaterthan the proportion of the unexercised portion of the originally issued Pre-Funded warrant relative to the originally issued Pre-Funded warrant, eachSeriesG warrant will immediately expire in proportion to the extent that the corresponding Pre-Funded warrant held by a holder is exercised prior tothe occurrence of the Trial Initiation Milestone. When issued upon exercise of the SeriesG warrants, the SeriesH warrants will expire on the four-year anniversary of the closing date of this offering. The Pre-Funded warrants, SeriesG warrants, the SeriesH warrants and the pre-funded warrantsissuable upon exercise of the Series G warrants or Series H warrants are referred to collectively in this prospectus supplement as the “warrants.” Werefer to the warrants together with the common stock underlying the warrants,