iBio Inc美股招股说明书(2026-03-06版)

Common Stock We have entered into an Open Market Sale AgreementSM(the “Sales Agreement”) with Jefferies LLC (“Jefferies”), dated February27,2026, relating to the sale of shares of our common stock, par value $0.001 per share (the “Common Stock”), offered by this prospectus. Inaccordance with the terms of the Sales Agreement, pursuant to this prospectus, we may offer and sell shares of our Common Stock havingan aggregate offering price of up to $100,000,000 from time to time through or to Jefferies acting as sales agent. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IBIO.” On March 4, 2026, the last reported sale price of ourCommon Stock on the Nasdaq Capital Market was $2.83 per share. Sales of our Common Stock, if any, under this prospectus will be made in sales deemed to be an “at the market offering” as defined inRule415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is not required to sell any specificnumber or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal tradingand sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trustor similar arrangement. The compensation to Jefferies for sales of shares of our Common Stock sold pursuant to the Sale Agreement will be at a commission rate ofup to 3.0% of the aggregate gross proceeds of any shares of our Common Stock sold under the Sales Agreement. In connection with the saleof the Common Stock hereunder on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act andthe compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnificationand contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of1934, as amended (the “Exchange Act”). See “Plan of Distribution” on page 11 regarding the compensation to be paid to Jefferies. We are a “smaller reporting company” as defined under U.S. federal securities laws and as such, we have elected to comply with certainreduced public company reporting requirements for this prospectus and may elect to do so for future filings. See “Prospectus Summary—Implications of Being a Smaller Reporting Company.” Investing in our Common Stock involves a high degree of risk. Before making an investment decision, please read the informationunder the heading “Risk Factors” beginning on page 5 of this prospectus and in the documents incorporated by reference into thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Jefferies The date of this prospectus is March 6, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS9DIVIDEND POLICY9DILUTION10PLAN OF DISTRIBUTION11LEGAL MATTERS12EXPERTS12WHERE YOU CAN FIND MORE INFORMATION12INCORPORATION OF CERTAIN INFORMATION BY REFERENCE12 ABOUT THIS PROSPECTUS This prospectus relates to part of a registration statement on FormS-3 that we have filed with the Securities and Exchange Commission (the“SEC”) under the Securities Act utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combinationof the securities described in our base prospectus included in the shelf registration statement in one or more offerings up to a total aggregateoffering price of $200,000,000. The $100,000,000 of shares of Common Stock that may be offered, issued and sold under this prospectus isincluded in the $200,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf registration statement. Before buying any of our shares of Common Stock that we are offering, we urge you to carefully read this prospectus, together with theinformation incorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation ofCertain Information by Reference” in this prospectus. These documents contain important information that you should consider whenmaking your investment decision. This prospectus describes the terms of this offering of our shares of Common Stock and also adds to and updates information contained inthe documents incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in thisprospectus, on the one hand, and the information contained in any document incorporated by reference into this prospectus that was filedwith the SEC before the date of this prospectus, on the other hand, you should rely on the information in thi