iBio Inc美股招股说明书(2026-02-09版)

The Common Shares and the Pre-Funded Warrants held by the Selling Stockholders were sold to the Selling Stockholders by us in a private placement thatwas completed on January13, 2026 pursuant to the terms of a securities purchase agreement, dated as of January8, 2026 (the “Purchase Agreement”), by andbetween us and each of the Selling Stockholders. Pursuant to that private placement, we issued to the Selling Stockholders an aggregate of 1,408,481 CommonShares and Pre-Funded Warrants to purchase up to 9,653,257 shares of Common Stock.The Pre-Funded Warrants have an exercise price of $0.001 per share,were immediately exercisable upon issuance and will not expire until exercised in full. The private placement was effected pursuant to the exemptionsprovided in Section4(a)(2)under the Securities Act of 1933, as amended, or the Securities Act, and Rule506(b)of Regulation D promulgated thereunder. The Selling Stockholders identified in this prospectus, or its pledgees, assignees, donees, transferees or their respective successors-in-interest, from time totime may offer and sell through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiatedprices held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in thisprospectus, the 1,408,481 Common Shares and up to 9,653,257 Pre-Funded Warrant Shares underlying the Pre-Funded Warrants held by them in one or moreofferings under this prospectus, for their own account. We are not offering any Shares under this prospectus and will not receive any of the proceeds from thesale of the Shares by the Selling Stockholders. See “Plan of Distribution” beginning on page12 of this prospectus for more information about how the SellingStockholders may sell their respective Shares. We are filing the registration statement on FormS-3, of which this prospectus forms a part, to fulfill our contractual obligations with the Selling Stockholdersto provide for the resale by the Selling Stockholders of the Shares offered hereby. See “Selling Stockholders” beginning on page9 of this prospectus for moreinformation about the Selling Stockholders. The registration of the Shares to which this prospectus relates does not require the Selling Stockholders to sell anyof their Shares. We have agreed to bear all of the expenses in connection with the registration of the Shares pursuant to this prospectus. The Selling Stockholders will pay orassume all commissions, discounts, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, attributable to their sales of theShares. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus andany amendments or supplements carefully before you make your investment decision. An investment in shares of our Common Stock involves risks. See the “Risk Factors” beginning on page5 and in our filings with the Securities andExchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus isFebruary 9, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about usand the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the websiteof the Securities and Exchange Commission. See “Where You Can Find More Information.” Information contained in, and that can be accessed through our web site,www.ibioinc.com.,shall not be deemed to be part of this prospectus or incorporatedherein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stockoffered hereunder. Unless the context otherwise requires, the terms ““we,” “us,” “our,” “the Company,” “iBio” and “our business” refer to iBio,Inc. and “this offering” refers tothe offering contemplated in this prospectus. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the U.S.Securities and Exchange Commission (the “SEC”). Under thisregistration process, the Selling Stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive anyproceeds from the sale by the Selling Stockholders of the Shares offered by t