Table of Contents

​

​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

​

​

IBIO, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

​

​

​

​

​

​

Table of Contents

Notice of Annual Meeting of Stockholders

11750 Sorrento Valley Road, Suite 200

San Diego, California 92121

August [●], 2026

NOTICE OF

Annual Meeting of Stockholders

To the Stockholders of iBio, Inc.:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of iBio, Inc., a Delaware corporation (the “Company”). The meeting will be held on October 14, 2026 at 1:00 p.m. Pacific Time at 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121. The purpose of the 2026 Annual Meeting and the matters to be acted on are stated below in this Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business that will come before the 2026 Annual Meeting.

At the 2026 Annual Meeting, stockholders will vote on the following matters:

Table of Contents

Notice of Annual Meeting of Stockholders

​

The matters listed in this notice of meeting are described in detail in the accompanying Proxy Statement. The Board of Directors has fixed the close of business on September 1, 2026 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the 2026 Annual Meeting or any adjournment or postponement of the 2026 Annual Meeting. The list of the stockholders of record as of the Record Date will be made available for inspection at the 2026 Annual Meeting and for the ten days preceding the meeting at the Company’s offices located at 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121 during ordinary business hours for any purpose germane to the 2026 Annual Meeting.

​

Your Vote Is Important.

WHETHER OR NOT YOU PLAN TO ATTEND THE 2026 ANNUAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE.  RECORD HOLDERS CAN SUBMIT A PROXY VIA THE INTERNET OR TELEPHONE OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU ARE A RECORD HOLDER AND DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU BY CONTACTING THE CORPORATE SECRETARY, IBIO, INC., 11750 SORRENTO VALLEY ROAD, SUITE 200, SAN DIEGO, CALIFORNIA 92121, OR BY PHONE AT (979) 446-0027.

Table of Contents

Notice of Annual Meeting of Stockholders

​

Beneficial owners whose shares are held at a brokerage firm, or by a bank or other nominee, should follow the voting instructions that they received from the nominee. Please see “Additional Information About These Proxy Materials and Voting – How may I Vote?” in this proxy statement for more information on how to vote.

​

On behalf of the Board of Directors and the employees of iBio, Inc., we thank you for your continued support and look forward to speaking with you at the 2026 Annual Meeting.

/s/ William D. Clark

William D. Clark
Chairman of the Board

​

Table of Contents

Proxy Statement for the 2026 Annual Meeting of Stockholders to be held on October 14, 2026

11750 Sorrento Valley Road, Suite 200

San Diego, California 92121

PROXY STATEMENT

For the 2026 Annual Meeting of Stockholders to be held on October 14, 2026

GENERAL INFORMATION

We are providing these proxy materials to holders of shares of common stock, $0.001 par value per share (the “Common Stock”), of iBio, Inc., a Delaware corporation (referred to herein as “iBio,” the “Company,” “we,” or “us”), in connection with the solicitation by the Board of Directors of iBio (the “Board of Directors” or the “Board”) of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) to be held on October 14, 2026, beginning at 1:00 p.m., Pacific Time, at 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121 and at any adjournment or postponement of our 2026 Annual Meeting. The purpose of the 2026 Annual Meeting and the matters to be acted on are stated in the accompanying Notice of Annual Meeting of Stockholders. The Board of Directors knows of no other business that will come before the 2026 Annual Meeting.

The Board of Directors is soliciting votes: (1) FOR each of the two (2) Class III directors named in this proxy statement for election to the Board of Directors (“Proposal 1” or the “Election of Directors Proposal”); (2) FOR the ratification of the appointment of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending on June 30, 2027 (“Proposal 2” or the “Auditor Ratification Proposal”); (3) FOR the approval, on an advisory, non-binding basis, of the compensation of our named executive officers (Say-on-Pay) (“Proposal 3” or the “Say-on-Pay Proposal”); (4) FOR, the approval of an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of authorized shares of Common Stock to 500,000,000 shares (“Proposal 4” or the “Authorized Share Increase Proposal”); (5) FOR, the approval of an amendment to the 2023 Omnibus Incentive Plan (the “Plan”), to amend the “evergreen” provision such that: (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to: (i) 5% of the number of shares of Common Stock outstanding at December 31 of the preceding calendar year plus; (ii) 3% of the number of shares of Common Stock issuable upon exercise of pre-funded warrants outstanding at December 31 31 of the preceding calendar year; and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding at December 31 of the preceding calendar year (“Proposal 5” or the “Plan Amendment Proposal”); and (6) FOR, the approval to adjourn the 2026 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are not sufficient votes in favor of Proposal 4 and/or Proposal 5 (“Proposal 6” or the “Adjournment Proposal”).  

​

​

​

Table of Contents

Proxy Statement for the 2026 Annual Meeting of Stockholders to be held on October 14, 2026

​

​

ANNUAL MEETING ADMISSION

Only stockholders as of the close of business on September 1, 2026 (the “Record Date”) may attend the 2026 Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership of our Common Stock on the Record Date. Such evidence of ownership can be your proxy card if you are a stockholder of record. If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to attend the 2026 Annual Meeting, you will be required to present proof of your ownership of our Common Stock on the Record Date, such as a bank or brokerage account statement or voting instruction card, to be admitted to the 2026 Annual Meeting.

Your Vote Is Important.

WHETHER OR NOT YOU PLAN TO ATTEND THE 2026 ANNUAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE. RECORD HOLDERS CAN SUBMIT A PROXY VIA THE INTERNET OR TELEPHONE OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU BY CONTACTING THE CORPORATE SECRETARY, IBIO, INC., 11750 SORRENTO VALLEY ROAD, SUITE 200, SAN DIEGO, CALIFORNIA 92121, OR BY PHONE AT (979) 446-0027.  Beneficial owners whose shares are held at a brokerage firm, or by a bank or other nominee, should follow the voting instructions that they received from the nominee.

No cameras, recording equipment or electronic devices will be permitted in the 2026 Annual Meeting.

​

​

​

Table of Contents

Table of Contents

​

TABLE OF

Contents

​

​

​

Table of Contents

Proxy Summary

PROXY

Summary

Directors and Director Nominees

Chair

Member

​

Table of Contents

Proposal 1 Election of Directors

​

​

PROPOSAL 1

Election of Directors

The Board of Directors currently consists of seven (7) directors and is divided into three classes. Each class serves for a term ending at the third annual meeting of stockholders following the election of such class, with the terms of office of the respective classes expiring in successive years. Directors in Class III will stand for election this year at the 2026 Annual Meeting, directors in Class I will stand for election at the 2027 Annual Meeting of Stockholders and directors in Class II will stand for election at the 2028 Annual Meeting of Stockholders.

At the 2026 Annual Meeting, our stockholders will consider and vote upon the election of two (2) Class III nominees: William D. Clark and Gary Sender, to continue to serve as Class III directors. If re-elected, these nominees will serve for a term ending at our 2029 Annual Meeting of Stockholders. Our Board of Directors believes that all of our current directors, including the two (2) nominees for election, possess, among other attributes, personal and professional integrity, good judgment, a high level of ability, diversity of viewpoint and business acumen.

Each nominee has agreed to serve if elected and we have no reason to believe that either nominee will be unable to serve if elected. If either nominee becomes unavailable for election as a result of an unexpected occurrence, proxies will be voted FOR the election of a substitute nominee proposed by our Board of Directors or for election of only the remaining nominee.

Unless authority to do so is withheld, shares represented by executed proxies will be voted FOR the election of each of the director nominees named herein. Proxies cannot be voted for a greater number of persons than the number of nominees standing for election. Since two (2) directors are to be elected at the 2026 Annual Meeting, the two (2) nominees for director who receive the highest number of votes for election will be elected as Class III directors. Cumulating votes is not permitted in connection with the election of directors.

Nominees to the Board of Directors

Each of the Class III director nominees and their age, position with our Company, length of service on the Board of Directors, the expiration of their respective term on the Board of Directors (assuming they are elected at the 2026 Annual Meeting), their principal occupation, business experience and certain other information are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

CLASS III DIRECTORS

Table of Contents

Proposal 1 Election of Directors

​

​

Vote Required

Provided that a quorum is present, the two nominees for Class III director receiving a plurality of the votes cast by the stockholders entitled to vote on the election at the 2026 Annual Meeting will be elected. Accordingly, the two nominees receiving the highest number of votes will be elected.

​

Table of Contents

Proposal 1 Election of Directors

​

Continuing Directors

The directors who will continue to serve as directors following the 2026 Annual Meeting and their ages, position, with our Company, length of service on the Board of Directors, the expiration of their respective terms, their principal occupation, business experience and certain other information are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

​

​

​

CLASS I DIRECTORS

​

​

Table of Contents

Proposal 1 Election of Directors

​

CLASS iI DIRECTORS

Table of Contents

Proposal 1 Election of Directors

​

​

​

​

​

​

Table of Contents

Information Regarding The Board of Directors and Corporate Governance

INFORMATION REGARDING

The Board of Directors and Corporate Governance

Independence of the Board of Directors

Our Common Stock has traded on the Nasdaq Stock Market LLC, or Nasdaq, under the symbol “IBIO” since April 2025. Under the Nasdaq listing standards, independent directors must comprise a majority of a listed company’s Board of Directors and all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Compensation Committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under the Nasdaq listing standards, for a director to be deemed independent, the Board must affirmatively determine that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered to be independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the Board of Directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated person of the listed company or any of its subsidiaries.

The Board of Directors undertook a review of the independence of each director and director nominee and considered whether any director or director nominee has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director and director nominee concerning their background, employment and affiliations, including family relationships, the Board of Directors has determined that all of our current directors and director nominees, other than Dr. Brenner, are independent. As a result, our Board of Directors has determined that each of David Arkowitz, William D. Clark, Dr. Alexandra Kropotova, António Parada, Gary Sender and Dr. Elizabeth Stoner, are (or would be if elected) “independent directors” as that term is defined in Section 5605 of the Nasdaq Listing Manual. In addition, our Board of Directors determined that each director who served as a member of the Audit, Compensation, and Nominating and Corporate Governance Committees during the fiscal year 2026 was, and each current member of the Audit, Compensation, and Nominating and Corporate Governance Committees is, an independent director pursuant to all applicable listing standards of Nasdaq.

In making these determinations, the Board of Directors considered the current and prior relationships that each director and director nominee has with our Company and all other facts and circumstances the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of capital stock by each director and director nominee, and the transactions involving them described in the section of this Proxy Statement entitled “Transactions with Related Persons, Promoters and Certain Control Persons.”

Board of Directors Composition and Refreshment Process

Our Board of Directors is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms.

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our second amended and restated bylaws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

Table of Contents

Information Regarding The Board of Directors and Corporate Governance

Vacancies on the Board of Directors may be filled only by a majority of the remaining directors, even if such directors do not constitute a quorum. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

In addition, under the terms of our second amended and restated bylaws, members of our Board of Directors may only be removed for cause. This requirement, as well as the classification of the Board described above, may have the effect of delaying or preventing changes in control of our Company. Our Board of Directors considers the enhancement of the skill sets, perspectives and experiences when selecting candidates for board service, among other criteria. To that end, our Board of Directors is committed to including individuals with a varied range of backgrounds, skills and perspectives on the board that align with our business strategy. The Board of Directors is focused on having a board comprised of highly qualified individuals with a broad spectrum of competencies and an appropriate mix of experience, expertise and perspectives. This commitment is key to enabling the Board of Directors to carry out its wide-ranging responsibilities and to enhancing stockholder value.

​

The Board of Directors recognizes the benefits of a variety of talents in its membership as a competitive advantage, For purposes of board composition, in selecting board candidates, our Nominating and Corporate Governance Committee considers individuals with a broad range of skills, perspectives, experience, personal qualities and attributes described under “Director Nomination Process - Nominating and Corporate Governance Committee  – Director Qualifications”, including integrity and commitment to the long-term interests of our stockholders. The Board of Directors will utilize these differences and distinctions among individuals to determine the optimum composition of the board in light of our business strategy, risks and opportunities. While education, knowledge and skills are important factors, the Board of Directors also considers how candidates will contribute to the overall balance of the board and enhance the oversight of our strategic plan, so that the Company benefits from directors with different perspectives, varying viewpoints, backgrounds and experiences.

Board Leadership Structure

William Clark was appointed our Chairman of the Board of Directors on November 1, 2022. The Board of Directors does not currently have a policy that requires the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors, or that requires a separate lead independent director. The Board of Directors annually reviews its leadership structure to assess what best serves the interests of the Company and its stockholders at a given time. Currently, the positions of Chief Executive Officer and Chairman of the Board of Directors are held by different persons.

The principal responsibilities of our Chairman of the Board of Directors, William Clark, are to manage the operations of the Board and its committees and provide counsel to the Chief Executive Officer on behalf of the Board. As our Chief Executive Officer, Martin Brenner is responsible for our day-to-day operations and for executing our long-term strategies. The Board believes that an appropriate leadership structure depends on the opportunities and challenges facing a company at a given time. The Board believes that the current leadership structure is appropriate for us at this time. Each independent director has direct access to our Chairman and our Chief Executive Officer, as well as other members of the senior management team. The independent directors meet in executive session without management present at least quarterly.

Table of Contents

Information Regarding The Board of Directors and Corporate Governance

The Board’s Role in Risk Oversight

​

Board and Committee Meetings and Attendance

During the fiscal year ended June 30, 2026, our Board of Directors held five meetings in person or by telephone. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee held five, four and four meetings, respectively, in person or by telephone. During fiscal year 2026, each current member of the Board of Directors attended at least 75% of the aggregate of all meetings of the Board of Directors and of all meetings of committees of the Board of Directors on which such member served that were held during the period in which such director served.

Board Attendance at Annual Stockholders’ Meeting

Although we do not have a policy with regard to attendance of members of the Board of Directors at our annual meetings of stockholders, all of the directors are encouraged to attend such meetings. All of our directors at that time attended the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) in person or via telephone conference.

Stockholder Communications with the Board of Directors

Interested parties may communicate with the Board of Directors or specific members of the Board of Directors, including the independent directors and the members of the Audit Committee or any other committee of the Board of Directors, by submitting correspondence addressed to the Board of Directors of iBio, Inc. c/o any specified individual director or directors at 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121. Any such correspondence will be forwarded to the indicated directors. All communications received will be opened by the office of our Corporate Secretary and the Corporate Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed. The Board of Directors has instructed the Corporate Secretary to forward stockholder correspondence only to the intended recipients and has also instructed the Corporate Secretary to review all stockholder correspondence and, in the Corporate Secretary’s discretion, refrain from forwarding any items deemed to be of a commercial or frivolous nature or otherwise inappropriate for the Board of Directors’ consideration. Any such items may be forwarded elsewhere in iBio for review and possible response.

Table of Contents

Information Regarding The Board of Directors and Corporate Governance

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics within the meaning of Item 406 of Regulation S-K, which applies to all of our employees, including our Chief Executive Officer, a copy of which can be found on our website at www.ibioinc.com. If we make any waivers or substantive amendments to the code of ethics that are applicable to our principal executive officer or our Chief Financial Officer, we will disclose the nature of such waiver or amendment on our internet website at www.ibioinc.com.

Prohibitions on Hedging and Pledging

The Company’s Insider Trading Policy, which is filed as an exhibit to the 2026 Annual Report and posted on our website, prohibits directors, officers and employees from trading in Company stock on the basis of material insider information, which is designed to ensure compliance with insider trading laws. The Company’s Insider Trading Policy also prohibits such individuals from (1) pledging Company securities that involves pledging (or hypothecating) Company securities as collateral for a loan and (2) engaging in hedging or monetization transactions, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, that may permit a holder to continue to own Company securities but without the full risks and rewards of ownership.

The Company’s Insider Trading Policy also provides that no director, officer or employee may engage in any of the following activities with respect to the Company’s securities:

​

​

​

Table of Contents

Information Regarding Committees of the Board of Directors

INFORMATION REGARDING

Committees of the Board of Directors

The Board of Directors has the authority to appoint committees to perform certain management and administration functions. At the beginning of the year ended June 30, 2026, the Board of Directors had three (3) standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee. The Board of Directors may establish other committees to facilitate the management of our Company’s business, including ad hoc committees to address particular matters. The composition and functions of each standing committee are described below. Members serve on these committees until their resignation or until otherwise determined by the Board of Directors.

The charters of each of our Board committees are available on our website at www.ibioinc.com.  Information contained on or accessible through our website is not a part of this proxy statement and the inclusion of such website address in this Proxy Statement is an inactive textual reference only. All of the committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and the Securities and Exchange Commission (the “SEC”), rules and regulations as further described below.

Committees of the Board of Directors

The table set forth below shows the directors who are currently members or Chair of each of the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. From time to time, the Board of Directors may also establish ad hoc committees to address particular matters.

​

Table of Contents

Information Regarding Committees of the Board of Directors

Below is a description of each committee of the Board of Directors.

​

​

Table of Contents

Information Regarding Committees of the Board of Directors

​

Director Nomination Process

Nominating and Corporate Governance Committee

​

Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate directors, the Nominating and Corporate Governance Committee is responsible for, among other matters, annually presenting to the Board a list of individuals recommended for nomination for election as directors at the annual meeting. At least annually and when Board vacancies arise, our Nominating and Corporate Governance Committee identifies and screens candidates for the Board and has the authority as it deems appropriate to retain a professional search firm to identify and evaluate director candidates.

​

The Nominating and Corporate Governance Committee continuously reviews the changing business conditions and macroeconomic environment that the Company operates in as well as the risks presented by changing business conditions for a company in our competitive industry and growth stage in order to align membership of the Board with our strategic plan, opportunities and challenges. The Nominating and Corporate Governance evaluates the current Board skills, experience, expertise and other attributes when making decisions regarding the nomination of new and incumbent directors.

​

Before recommending a director candidate, the Nominating and Corporate Governance Committee will review the candidate’s qualifications to determine whether the director candidate meets the qualifications described below. In addition, given the time commitments required for effective board service in our rapidly changing industry, the Nominating and Corporate Governance Committee also considers the professional obligations and other commitments of board candidates, as well as service on other boards, in order to ensure that a director has sufficient time to devote to the duties and responsibilities of service on our Board of Directors.  In the case of an incumbent director, the Nominating and Corporate Governance Committee will also review the director’s service to the Company during the past term, including the number of meetings attended, level of participation, quality of performance, any transactions with the Company engaged in by such director during his term and whether the candidate continues to meet the qualifications for director as described below. In accordance with the Company’s policy, directors cannot be nominated for re-election if they will be 80 years of age or older on the date of the applicable annual meeting, absent a waiver by the Nominating and Corporate Governance Committee and the full Board of Directors. Candidates who turn 80 years of age while serving as a director will retire from the Board of Directors, and therefore not stand for re - election, effective at the annual meeting of stockholders next following the date of which their term expires. After completing this evaluation, the Nominating and Corporate Governance Committee will make a formal recommendation to the full Board as to election or re-election of the candidate.

​

Candidates may come to the attention of the committee through current and former Board members, management, professional search firms (to whom we would pay a fee), stockholders or other persons. The Nominating and

Table of Contents

Information Regarding Committees of the Board of Directors

Corporate Governance Committee does not distinguish between nominees recommended by our stockholders and those recommended by other parties. In considering any person recommended by one of our stockholders, the Nominating and Corporate Governance Committee will look for the same qualifications that it looks for in any other person that it is considering for a position on the Board of Directors. The Nominating and Corporate Governance Committee evaluates candidates for the Board on the basis of the needs of the Board and the standards and qualifications set forth below, regardless of the source of the candidate referral.

Director Qualifications

Our directors are considered based upon various criteria and principles which the Nominating and Corporate Governance Committee, in consultation with the Chairman develop. The set of criteria and principles are submitted to the Board of Directors for approval. Currently, the criteria and principles used by the Nominating and Corporate Governance Committee in the director selection process includes, but is not limited to, a candidate’s broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of our stockholders, other time commitments and personal integrity and judgment. Further, the Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as our director are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board of Directors’ oversight of our business and affairs and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities.

​

Board Representation

The Board of Directors believes given the diverse skills and experience required to grow our Company that the input of all members of the Nominating and Corporate Governance Committee is important for considering the qualifications of individuals to serve as directors.  

At least annually and when Board vacancies arise, our Nominating and Corporate Governance Committee and the Board will review the qualifications, judgment, attributes, background, experiences, perspectives and skills of each director and any director candidate and the interplay of these traits with the Board as a whole.

Stockholder Recommendations for Director Nominees

​

Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: iBio, Inc., 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121, Attn: Corporate Secretary. Other than a stockholder who has a contractual right to nominate a director, if a stockholder wishes to formally place a candidate’s name in nomination, he or she must do so in accordance with the provisions of our second amended and restated bylaws. The recommendation must include the same information that would be required for a candidate to be nominated by a stockholder at a meeting of stockholders as described under “Stockholder Proposals for the 2027 Annual Meeting” on page [ ]. Candidates who are recommended by stockholders, as opposed to nominated by the Board of Directors, will receive the same consideration as other proposed candidates.

​

​

​

​

Table of Contents

Director Compensation for 2026 Fiscal Year

DIRECTOR COMPENSATION

For 2026 Fiscal Year

Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during the year ended June 30, 2026. Dr. Brenner, our Chief Executive Officer and Chief Scientific Officer, received no compensation for his service as a director, and is not included in the table below.

​

​

Table of Contents

Director Compensation for 2026 Fiscal Year

Non-Employee Director Compensation Policy

Our non-employee director compensation policy is designed to provide competitive compensation to attract and retain high-quality outside directors. Under our non-employee director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chair of each committee receives an additional cash retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board of Directors.

The cash retainers paid to non-employee directors under our non-employee director compensation policy for service on the Board of Directors and for service on each committee of the Board for fiscal year 2026 were as follows:

​

​

Per the Board of Directors’ philosophy on compensation for independent directors that was last reviewed and approved in November 2025, the Board of Directors aligns annual equity awards with the 50th percentile of grant as a percentage of the Company, which is 0.06% of current shares outstanding. Our non-employee director compensation policy provides that on the date of each annual meeting of stockholders, each non-employee director that continues to serve as a non-employee director receives options to purchase shares of Common Stock. In addition, for initial awards, the Board of Directors has historically applied a multiple of two to the annual award. All equity grants to independent directors vest pro rata over 36 months. Directors have been and will continue to be reimbursed for expenses directly related to their activities as directors, including attendance at Board and committee meetings.

​

​

​

​

Table of Contents

Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm

PROPOSAL 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Our independent registered public accounting firm for the fiscal year ended June 30, 2026 was the firm of Grassi & Co., CPAs, P.C. (“Grassi”). The Audit Committee of the Board of Directors has appointed Grassi as our independent registered accounting firm for the year ending June 30, 2027. A representative of Grassi is expected to be present either virtually or via teleconference at the 2026 Annual Meeting and available to respond to appropriate questions and will have the opportunity to make a statement if he or she desires to do so.

iBio is asking its stockholders to ratify the appointment of Grassi as iBio’s independent registered public accounting firm for the fiscal year ending June 30, 2027. Although ratification is not required by law, our second amended and restated bylaws or other governing documents, we are submitting the selection of Grassi to you for ratification as a matter of good corporate practice. If the selection is not ratified by a majority of the votes cast on this proposal at the 2026 Annual Meeting, our Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, our Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

During the fiscal years ended June 30, 2026 and 2025, neither the Company nor anyone on its behalf consulted with Grassi regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Fees Paid to the Independent Registered Public Accounting Firm

The following table represents the aggregate fees including expenses billed to us for the years ended June 30,2026 and 2025 by our auditors:

​

Table of Contents

Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm

​

​

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. The Audit Committee pre-approved all of the audit services provided by Grassi & Co., CPAs P.C. to us during the fiscal years ended June 30, 2026 and June 30, 2025.

Vote Required

The affirmative vote of the holders of shares having a majority of the votes cast by the holders of the shares present or represented and voting on this proposal will be required to approve the ratification of the appointment of Grassi & Co., CPAs P.C. as iBio’s independent registered public accounting firm for the fiscal year ending June 30, 2027. Since abstentions are not considered votes cast on this proposal, they will have no effect on this proposal. Broker non-votes are not expected for this proposal.

​

​

​

​

​

Table of Contents

Audit Committee Report

AUDIT

Committee Report

The Audit Committee reviews the Company’s financial reporting processes on behalf of the Board. Management is responsible for the financial statements and the reporting processes, including the internal control over financial reporting. The Company’s independent registered public accounting firm, Grassi, is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles. The Audit Committee monitors these processes. The members of the Audit Committee are not our employees and are not performing the functions of auditors or accountants. Accordingly, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions referred to below do not constitute assurance that the audit of our consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) or that our auditors are in fact independent.

The Audit Committee reviewed and discussed iBio’s audited consolidated financial statements as of and for the year ended June 30, 2026 with the management of iBio and Grassi. Further, the Audit Committee discussed with Grassi (i) the matters required to be discussed by the applicable requirements of the PCAOB and the SEC and (ii) the independence of Grassi from the Company and management. The Audit Committee also has received the written disclosures and the letter from Grassi required by applicable requirements of the PCAOB regarding Grassi’s communications with the audit committee concerning independence.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for filing with the SEC.

Submitted by the Audit Committee of the Board of Directors.

​

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of iBio, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

​

​

Table of Contents

Proposal 3 Advisory Vote on the Approval of Executive Compensation

PROPOSAL 3

Advisory Vote on the Approval of Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and related SEC rules require that we provide our stockholders with the opportunity to cast a nonbinding, advisory vote on the compensation of our named executive officers. This vote, commonly known as a “Say-on-Pay” vote, gives stockholders the opportunity to vote for or against named executive officer compensation during a given fiscal year.

Our executive compensation program is designed to (1) align executive officers’ interests with those of our stockholders; (2) attract, motivate and retain executive officers; and (3) reward the achievement of our annual, long-term and strategic goals. Our executive officers are rewarded for the achievement of specific operating goals established by the Compensation Committee and the realization of increased stockholder value.

Our Compensation Committee continually reviews the compensation programs for our executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices.

The Board of Directors is asking our stockholders to indicate their support for our named executive officers’ compensation as disclosed in this proxy statement. This proposal gives our stockholders the opportunity to express their views on our executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

Accordingly, the Board of Directors is asking our stockholders to vote “FOR” the following resolution at the 2026 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement for the 2026 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Summary Compensation Table for fiscal year 2026, and the other related tables and disclosures).”

The Say-on-Pay vote is advisory, and therefore is not binding on us, the Compensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our stockholders and we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

In keeping with the preference expressed by our stockholders at our 2025 Annual Meeting of Stockholders, our Board has adopted a policy of holding say-on-pay votes every year until the Company is required to hold another advisory vote on the frequency of Say-on-Pay votes, which will occur no later than our 2031 Annual Meeting. The next “say-on-pay” vote will occur at our 2027 Annual Meeting.

Table of Contents

Proposal 3 Advisory Vote on the Approval of Executive Compensation

Required Vote

The affirmative vote of holders of shares having a majority of the votes cast by the holders of the shares present or represented and voting on this proposal is required to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement. Since abstentions and broker non-votes are not considered votes cast on this proposal, they will have no effect on this proposal.

​

​

​

​

Table of Contents

PROPOSAL 4 Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

PROPOSAL 4

Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

The Board of Directors has adopted a resolution approving and recommending to our stockholders for their approval, a proposed amendment to our Certificate of Incorporation to effect an increase in the number of shares of our authorized Common Stock from the 275,000,000 shares that are currently authorized for issuance pursuant to our Certificate of Incorporation to a total of 500,000,000 shares of Common Stock (the “Authorized Share Increase”). Such amendment will be effected after stockholder approval thereof only in the event the Board of Directors still deems it advisable.

The text of the form of the proposed amendment to the Certificate of Incorporation, to implement the Authorized Share Increase is set forth in the certificate of amendment annexed to this proxy statement as Appendix A. Assuming the stockholders approve the Authorized Share Increase Proposal and the Board of Directors still deems doing so advisable, the increase in our authorized Common Stock will be effected upon the filing of the certificate of amendment with the Secretary of State of the State of Delaware. The Board of Directors will implement the authorized Common Stock increase at such time, if ever, if and when it is deemed by the Board to be advisable and in the best interests of the Company and its stockholders. The Board of Directors will also have the discretion to abandon the increase in the authorized shares of Common Stock if the Board does not believe it to be in the best interests of the Company and its stockholders. If the Board of Directors does not implement an approved increase in the number of authorized shares of Common Stock prior to the one-year anniversary of the 2026 Annual Meeting, the Board of Directors will again seek stockholder approval of the amendment to our Certificate of Incorporation, as amended, before implementing any authorized Common Stock increase.

The Board of Directors proposes and recommends increasing the number of shares of our authorized Common Stock from the 275,000,000 shares that are currently authorized for issuance pursuant to our Certificate of Incorporation to a total of 500,000,000 shares of Common Stock. Of our 275,000,000 shares of currently authorized Common Stock, 60,853,561 shares were outstanding as of the Record Date, and after taking into account (i) shares underlying outstanding warrants and options, and (ii) the reservation of shares for issuance under our stock incentive plans, approximately 81,414,117 of the 275,000,000 shares authorized in our Certificate of Incorporation would be available for issuance.

The chart below illustrates the number of shares of Common Stock that will be available for issuance if the increase in the number of authorized shares of Common Stock is effected.

​

​

Table of Contents

PROPOSAL 4 Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

The increase in the number of authorized shares of Common Stock would not have any dilutive effect on the proportionate voting power or other rights of existing stockholders until additional shares are issued.

As is true for shares presently authorized but unissued, the future issuance of Common Stock authorized by the Authorized Share Increase Proposal may, among other things, decrease existing stockholders’ percentage equity ownership, could be dilutive to the voting rights of existing stockholders and, depending on the price at which they are issued, could have a negative effect on the market price of the Common Stock.

Potential Anti-takeover Effects of the Authorized Share Increase

Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the proposals discussed herein, that may be used as an anti-takeover mechanism. Since the amendment to our Certificate of Incorporation will provide that the number of authorized shares of Common Stock will be 500,000,000, if effected, the increase in the number of shares authorized for issuance will result in an increase in the number of authorized but unissued shares of our Common Stock which could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of the Board of Directors. We have not proposed the Authorized Share Increase Proposal with the intention of using the additional authorized shares for anti-takeover purposes. An increase in the number of authorized shares of Common Stock could have other effects on our stockholders, depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. An increase in our authorized shares could potentially deter takeovers, including takeovers that the Board of Directors has determined are not in the best interest of our stockholders, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover more difficult. For example, we could issue additional shares so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company without our agreement. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The increase in the number of shares authorized for issuance may therefore have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the increase in the number of shares authorized for issuance may limit the opportunity for our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal.

Although the increase in the number of shares authorized for issuance has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, stockholders should be aware that the effect of the increase in the number of shares authorized for issuance could facilitate future attempts

Table of Contents

PROPOSAL 4 Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

by us to oppose changes in control of our Company and perpetuate our management, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices. We cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value, or that they will not adversely affect our business or the trading price of the Common Stock.

Vote Required

Approval of the amendment to our Certificate of Incorporation, as set forth in the certificate of amendment attached as Appendix A, requires an affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present or represented and voting at the 2026 Annual Meeting. Abstentions are not votes cast and will have no effect on the vote for the proposal. Broker non-votes, if any (although no broker non-votes are expected since this is a routine matter upon which brokers may vote in their discretion if not directed how to vote) are not votes cast and therefore will not affect the outcome of this Proposal 4.

​

​

​

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

PROPOSAL 5

Approval of an Amendment to the Company’s 2023 Omnibus Incentive Plan

Overview

We are asking stockholders to approve an amendment (the "Plan Amendment") to the iBio, Inc. 2023 Omnibus Incentive Plan (the Plan) to amend the annual share reserve increase provision (commonly referred to as an "evergreen" provision) set forth in Section 3(a) of the Plan. Specifically, the Plan Amendment would amend the “evergreen” provision such that on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to: (i) 5% of the number of shares of Common Stock outstanding at December 31 of the preceding calendar year plus; (ii) 3% of the number of shares of Common Stock issuable upon exercise of pre-funded warrants outstanding at December 31 of the preceding calendar year, rather than solely five percent (5%) of the number of shares of Common Stock outstanding on such date. The Plan Amendment will further provide that on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding at December 31 of the preceding calendar year.

The Board believes the Plan Amendment is appropriately tailored to address a temporary capital structure issue resulting from the significant number of Pre-Funded Warrants issued in recent financing transactions.  The inclusion of Pre-Funded Warrants in the evergreen formula calculation will automatically sunset after the January 1, 2029 increase, thereafter reverting to the original evergreen formula that was approved by stockholders when the Plan was initially approved in 2023.

No other changes are being made to the terms of the Plan. The full text of the proposed Plan Amendment is attached as Appendix B to this proxy statement.

Background and Rationale for the Plan Amendment

The Board of Directors recommends that stockholders approve the Plan Amendment after careful consideration of the Company's current and anticipated equity compensation needs and the evolution of the Company's capital structure. The Board believes the Plan Amendment is in the best interests of the Company and its stockholders.

In making such recommendation, the Board considered a number of factors, including the following:

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

Stockholders are asked to approve the Plan Amendment to satisfy Nasdaq requirements relating to stockholder approval of equity compensation arrangements and to qualify certain stock options authorized under the Plan for treatment as incentive stock options under Section 422 of the Internal Revenue Code (the “Code”).

Share Usage and Key Data

We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee monitors our annual stock award Burn Rate and Overhang (each as defined below), among other factors, in its efforts to maximize stockholders' value by granting what, in the Compensation Committee's judgment, are the appropriate number of equity incentive awards necessary to attract, reward, and retain employees, non-employee directors and consultants. The table below illustrates our Burn Rate and Overhang under our Plan for the past three fiscal years with details of each calculation noted below the table.  Burn Rate and Overhang are calculated using shares of Common Stock outstanding, consistent with prevailing market practice, and therefore do not reflect shares underlying outstanding Pre-Funded Warrants.

​

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

​

Text of the Amendment

The proposed Plan Amendment is attached hereto as Appendix B. The proposed Plan Amendment amends the "evergreen” provision of the Plan, such that: (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to: (i) 5% of the number of shares of Common Stock outstanding at December 31 of the preceding calendar year plus; (ii) 3% of the number of shares of Common Stock issuable upon exercise of Pre-Funded Warrants outstanding at December 31 of the preceding calendar year; and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding at December 31; provided, however, that the Board may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of Common Stock.

For purposes of the Plan Amendment, "Pre-Funded Warrants" means warrants or similar instruments issued by the Company to purchase shares of common stock that (a) have an exercise price equal to $0.01 or less per share, (b) are immediately exercisable upon issuance, and (c) do not expire until exercised in full. For the avoidance of doubt, "Pre-Funded Warrants" shall not include any other warrants, options, convertible securities, or rights to purchase shares of Common Stock that do not satisfy all of the foregoing criteria.

As of [September 1, 2026], we have 250,761 shares of Common Stock available for future issuance under the Plan (not including future increases under the Plan's current evergreen provision). We do not believe that the number of additional awards that will become available for grant under the Plan pursuant to the current evergreen provision is sufficient to enable us to retain and recruit employees, officers, non-employee directors and other individual service providers and to align and increase their interests in our success. The current evergreen provision also understates the Company's effective capitalization. We estimate that with the Plan Amendment, we will have a sufficient number of shares of Common Stock to cover issuances under the Plan through the end of calendar year 2029.

In the event that our stockholders do not approve this proposal, the Plan Amendment will not become effective and awards will continue to be made under the Plan to the limited extent that there are available shares of our Common Stock to do so, including any additional shares of Common Stock that may become available pursuant to the Plan’s current evergreen provision.

Summary of the Plan

The Company adopted the Plan, which became effective on January 1, 2024, following approval by the Company's stockholders on November 27, 2023. The Plan is a successor to the Company's 2020 Omnibus Incentive Plan and the Company's 2018 Omnibus Equity Incentive Plan. The principal purpose of the Plan is to attract, retain and incentivize the Company's officers, employees, non-employee directors and consultants through the granting of certain stock-based awards. The material terms of the Plan are summarized below. Capitalized terms used in this Plan Amendment Proposal that are not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

Administration. The Plan vests broad powers in the Administrator to administer and interpret the Plan. The Administrator is either the Board or the compensation committee of the Board (or a similar committee comprised of not less than two Non-Employee Directors who are independent). The Administrator has the authority to, among other things: select the individuals to whom Awards may be granted; determine the type, size and term of Awards; determine and modify from time to time the terms and conditions of any Award; accelerate the exercisability or vesting of all or any portion of any Award; and interpret the terms and provisions of the Plan. The Administrator may delegate all or part of its authority and duties with respect to granting Awards to one or more officers of the Company, including the Chief Executive Officer, subject to certain limitations and provided applicable law so permits.

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

The Board may amend or discontinue the Plan and the Administrator may amend or cancel any outstanding Award at any time; provided, however, that no such action shall materially and adversely affect rights under any outstanding Award without the holder's consent. Without prior stockholder approval, in no event may the Administrator reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards. Plan amendments are subject to stockholder approval to the extent required under the rules of any securities exchange on which the Stock is listed or as determined by the Administrator to be required by the Code.

Eligibility. Any of our officers, employees, Non-Employee Directors, and Consultants of the Company and its Affiliates are eligible to participate in the Plan and may be selected by the Administrator to receive an Award; provided that Awards may not be granted to employees, directors or consultants who are providing services only to any "parent" of the Company unless certain conditions are met.

Vesting. The Administrator determines the vesting conditions for Awards. Stock Options and Stock Appreciation Rights become exercisable at such time or times as determined by the Administrator. Restricted Stock Awards and Restricted Stock Units are subject to such restrictions and conditions as the Administrator may determine at the time of grant, which may include continuing employment or service and/or achievement of pre-established performance goals.

Shares of Common Stock Available for Issuance. Subject to certain adjustments, the maximum number of shares of Common Stock initially reserved and available for issuance under the Plan was 1,200,000 shares (the "Limit"). In addition, under the Plan’s current evergreen provision, the maximum number of shares of Common Stock that may be issued under the Plan will automatically increase on January 1 of each calendar year commencing on January 1, 2025 and ending on (and including) January 1, 2033, by a number of shares of Common Stock equal to five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year. If this Plan Amendment Proposal is approved, the Plan’s "evergreen” provision will be amended, such that: (a) on each of January 1, 2027, January 1, 2028 and January 1, 2029, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to: (i) 5% of the shares of Common Stock outstanding at December 31 of the preceding calendar year plus; (ii) 3% of the shares of Common Stock issuable upon exercise of Pre-Funded Warrants outstanding at December 31 of the preceding calendar year; and (b) on each of January 1, 2030, January 1, 2031, January 1, 2032 and January 1, 2033, the number of shares of Common Stock reserved and available for issuance will increase by a number of shares equal to 5% of the total number of shares of Common Stock outstanding at December 31; provided, however, that the Board may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of Common Stock.

The shares of Common Stock underlying any Awards under the Plan, the Company's 2020 Omnibus Incentive Plan (the “2020 Plan”), and the Company's 2018 Omnibus Equity Incentive Plan that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Common Stock available for issuance under the Plan. Shares of Common Stock repurchased on the open market will not be added to the shares of Common Stock available for issuance under the Plan. All available shares may be utilized toward the grant of any type of Award under the Plan. The maximum aggregate number of shares of Common Stock that may be issued in the form of Incentive Stock Options shall not exceed the Limit.

In the event of any reorganization, recapitalization, reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split or other similar change in the Company's capital stock, the Administrator shall make appropriate adjustments to the number and kind of shares authorized by the Plan and covered under outstanding Awards, the exercise price of outstanding Stock Options and Stock Appreciation Rights, and other relevant terms as it determines appropriate and equitable.

Types of Awards. The following types of Awards may be granted to participants under the Plan: (i) Incentive Stock Options; (ii) Non-Qualified Stock Options (and together with Incentive Stock Options, "Stock Options"); (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Units; (vi) Unrestricted Stock Awards; (vii) Cash-Based Awards; and (viii) Dividend Equivalent Rights.

Stock Options. A Stock Option entitles the holder to purchase from us a stated number of shares of Common Stock. An Incentive Stock Option may only be granted to an employee of ours or our eligible Subsidiaries. The exercise price per share for a Stock Option shall not be less than 100% of the Fair Market Value on the date of grant (or 110% of Fair Market Value for an Incentive Stock Option granted to a Ten Percent Owner). The maximum term of a Stock Option shall not exceed 10 years (5 years for Incentive Stock Options granted to a Ten Percent Owner). Options may be

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

exercised in whole or in part through cash payment, delivery of previously owned shares, broker-assisted cashless exercise, or with respect to Non-Qualified Stock Options, by "net exercise." To the extent required for "incentive stock option" treatment under Section 422 of the Code, the aggregate Fair Market Value of the shares with respect to which Incentive Stock Options become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000.

Stock Appreciation Rights. A Stock Appreciation Right entitles the recipient to receive shares of Common Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise over the exercise price multiplied by the number of shares with respect to which the Stock Appreciation Right is exercised. The exercise price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. The maximum term of a Stock Appreciation Right shall not exceed 10 years.

Restricted Stock Awards. A Restricted Stock Award is a grant of shares of Common Stock subject to forfeiture restrictions during a restriction period. Conditions may be based on continuing employment or service and/or achievement of pre-established performance goals. Upon grant and payment of any applicable purchase price, a grantee has the rights of a stockholder with respect to voting but not with respect to the receipt of dividends until the shares vest. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Plan or the Award Certificate. Unvested Restricted Shares are automatically deemed reacquired by the Company upon termination of the Service Relationship.

Restricted Stock Units. Restricted Stock Units are granted in reference to a specified number of shares of Common Stock and entitle the holder to receive, on the achievement of applicable vesting conditions, shares of Common Stock (or cash, to the extent explicitly provided for in the Award Certificate). At the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in shares of Common Stock or cash. Unvested Restricted Stock Units are automatically deemed reacquired by the Company upon termination of the Service Relationship.

Unrestricted Stock Awards. An Unrestricted Stock Award is a grant of shares of Common Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation.

Cash-Based Awards. A Cash-Based Award entitles the grantee to a payment in cash upon the attainment of specified performance goals.

Dividend Equivalent Rights. A Dividend Equivalent Right entitles the grantee to receive credits based on cash dividends that would have been paid on the shares of Common Stock specified in the Award if such shares had been issued to the grantee. Dividend Equivalent Rights granted as a component of Restricted Stock Units shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award.

Sale Event. In the case of a Sale Event (as defined in the Plan), the parties thereto may cause the assumption or continuation of Awards by the successor entity, or the substitution of such Awards with new Awards of the successor entity. To the extent the parties do not provide for assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards shall terminate. In such case, all Awards with time-based vesting shall become fully vested and exercisable as of the effective time of the Sale Event, and all Awards with performance-based vesting may become vested in the Administrator's discretion or as specified in the relevant Award Certificate. The Company shall have the option to make or provide for a cash payment to grantees holding Options and Stock Appreciation Rights equal to the difference between the Sale Price and the aggregate exercise price, and to grantees holding other Awards equal to the Sale Price multiplied by the number of vested shares.

Non-Employee Director Compensation Limit. The value of all Awards under the Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed $500,000; provided that such amount shall be $750,000 for the calendar year in which the applicable Non-Employee Director is initially elected or appointed, and $1,500,000 for any Non-Employee Director who serves as Board chair.

Repricing. Without prior stockholder approval, the Administrator may not reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards.

Transferability. Generally, Awards granted under the Plan shall be nontransferable except by will or by the laws of descent and distribution. The Administrator may, in its discretion, permit a grantee who is an employee or director to transfer Non-Qualified Stock Options to immediate family members, trusts for the benefit of such family members, or family partnerships, subject to certain conditions.

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

Clawback/Repayment. All Awards are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with any clawback, forfeiture or other similar policy adopted by the Board or Committee and applicable law.

Term. No grants of Incentive Stock Options may be made after October 8, 2033. No grants of any other Awards may be made after the tenth anniversary of the Effective Date.

New Plan Benefits

The grant of Awards under the Plan is discretionary, and we cannot determine now the number or type of Awards to be granted in the future to any particular person or group other than anticipated annual director grants.

Since it is not possible to determine the exact number of Awards that will be granted under the Plan, the Awards granted during fiscal 2026 under the Plan are set forth in the following table.

​

​

​

Material U.S. Federal Income Tax Treatment of Options and Awards

The following is a summary of the effect of U.S. federal income taxation on the participants in the Plan and the Company. However, it does not purport to be complete and does not describe the state, local or foreign tax considerations or the consequences for any particular individual.

Incentive Stock Options ("ISO"). An ISO results in neither taxable income to the optionee, nor a deduction to the Company at the time it is granted or exercised. If the optionee holds the stock received as a result of an exercise of an ISO for at least two years from the date of the grant and one year from the date of exercise, then the gain realized on disposition of the stock is treated as a long-term capital gain. If the shares are disposed of during this period, however (i.e., a "disqualifying disposition"), then the optionee will include the income, as ordinary compensation for the year of the disposition, in an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price). The excess, if any, of the sale price over the fair market value on the date of exercise will be a short-term capital gain. In such case, the Company will be entitled to a deduction, in the year of such a disposition, for the amount includible in the optionee's income as compensation, subject to the limitations of Section 162(m) of the Code. The optionee's tax basis in the shares acquired upon exercise of an ISO is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Non-Qualified Stock Options ("NSO"). A NSO results in no taxable income to the optionee or deduction to the Company at the time it is granted. An optionee exercising a NSO will, at that time, realize taxable compensation in the amount of the excess of the then market value of the shares over the option price. Subject to the applicable

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

provisions of the Code, including the limitations of Section 162(m), a deduction for federal income tax purposes will be allowable to the Company in the year of exercise in an amount equal to the taxable compensation realized by the optionee. The optionee's tax basis in shares received upon exercise is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a long- or short-term gain (or loss), depending upon the holding period of the shares.

If a NSO is exercised by tendering previously owned shares of the Company's Common Stock in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the optionee's basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The optionee will have compensation income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the optionee's basis in such excess shares will be equal to the amount of such compensation income; and the holding period in such shares will begin on the date of exercise.

Stock Appreciation Rights ("SAR"). Generally, the recipient of a stand-alone SAR will not recognize taxable income at the time the stand-alone SAR is granted. If the grantee receives the appreciation inherent in the SAR in cash, the cash will be taxed as ordinary income to the grantee at the time it is received. If the grantee receives the appreciation inherent in the SAR in stock, the value of the stock received is taxable as ordinary income at the fair market value of the stock. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the settlement of a SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the settlement, subject to the limitations of Section 162(m) of the Code.

Restricted Stock Awards. No income will be recognized at the time of grant by the recipient of a Restricted Stock Award while such award is subject to a substantial risk of forfeiture. Generally, at the time the substantial risk of forfeiture terminates with respect to a stock award, the then fair market value of the stock awarded will constitute ordinary income to the grantee. Subject to the applicable limitations of Section 162(m), a deduction for federal income tax purposes will be allowable to the Company in an amount equal to the compensation realized by the recipient.

Other Awards. In the case of an award of Restricted Stock Units, Cash-Based Awards, Unrestricted Stock Awards, Dividend Equivalent Rights or other stock or cash awards, the recipient will generally recognize ordinary income in an amount equal to any cash received and the fair market value of any shares received on the date of payment or delivery. In that taxable year, the Company will receive a federal income tax deduction in an amount equal to the ordinary income which the recipient has recognized, subject to the limitations of Section 162(m) of the Code.

Market Price of Shares

The closing price of our Common Stock, as reported on Nasdaq on [], 2026 was $[].

Equity Compensation Plan Information

The following table provides information with respect to our compensation plans under which equity compensation was authorized as of June 30, 2026.

​

​

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

Interests of Directors and Executive Officers

Our directors and executive officers have substantial interests in the matters set forth in this proposal since equity awards may be granted to them under the Plan.

Vote Required

To be approved, the Plan Amendment must receive the affirmative vote of the holders of shares of stock having a majority of the votes cast by holders of all shares of common stock present or represented and voting on such matter. Abstentions, which are considered present and entitled to vote on this matter, will have the same effect as a vote AGAINST this proposal. Broker non-votes will have no effect on this proposal because it is a non-routine matter for which they are not entitled to vote without instructions on how to vote.

​

PROPOSAL 6

Approval of an Adjournment of the 2026 Annual Meeting

Adjournment to Solicit Additional Proxies

If we fail to receive a sufficient number of votes to approve any of the Authorized Share Increase Proposal (Proposal 4) or the Plan Amendment Proposal (Proposal 5) we may propose to adjourn the 2026 Annual Meeting, if the Board of Directors determines it to be necessary or appropriate for the purpose of soliciting additional proxies to approve the Authorized Share Increase Proposal or the Plan Amendment Proposal. We currently do not intend to propose adjournment of the 2026 Annual Meeting, if there are sufficient votes in favor of each of the Authorized Share Increase Proposal and the Plan Amendment Proposal. If our stockholders approve this proposal, the Board of Directors could adjourn the 2026 Annual Meeting and any adjourned session of the 2026 Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat the Authorized Share Increase Proposal or the Plan Amendment Proposal, we could adjourn the 2026 Annual Meeting without a vote on such proposal and seek to convince our stockholders to change their votes in favor of such proposal.

If it is necessary or appropriate (as determined in good faith by the Board of Directors) to adjourn the 2026 Annual Meeting, no notice of the adjourned meeting is required to be given to our stockholders under Delaware law, other than an announcement at the 2026 Annual Meeting of the time and place to which the 2026 Annual Meeting is adjourned, so long as the meeting is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

Required Vote

Approval of the Adjournment Proposal requires an affirmative vote of the holders of shares having a majority of the votes cast by the holders of the shares present or represented and voting at the 2026 Annual Meeting. Abstentions are not votes cast and will have no effect on the vote for the proposal. Broker non-votes, if any (although no broker non-votes are expected since this is a routine matter upon which brokers may vote in their discretion if not directed how to vote) are not votes cast and therefore will not affect the outcome of this Proposal 6.

​

Table of Contents

PROPOSAL 6 Approval of an Adjournment of the 2026 Annual Meeting

​

​

​

Table of Contents

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

Who Are Not Directors

Set forth below is certain information regarding the executive officers of the Company who do not serve as directors, including their ages, their positions with our Company and a brief biographical description.

​

​

​

​

​

Table of Contents

Executive Officers Who Are Not Directors

​

​

​

Table of Contents

Executive Compensation

Executive

Compensation

Introduction

The Compensation Committee of our Board of Directors administers our compensation program for executive officers. This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers named in the “Summary Compensation Table,” who are referred to as our named executive officers (NEOs). For fiscal year 2026, our NEOs are:

Compensation Philosophy

At iBio, we want employees to share in the success of the Company while being challenged and motivated to perform to the best of their abilities. The Compensation Committee believes that compensation programs should include short-term and long-term components, including cash and equity-based compensation, and should encourage and reward performance as measured against pre-established goals. The Compensation Committee evaluates both performance and compensation to make sure that compensation provided to executives of the Company remains competitive relative to compensation paid by companies of similar size and stage of development operating in our industry, considering the Company’s relative performance and strategic goals. The Compensation Committee considers the total current and potential long-term compensation of each executive officer in establishing each element of compensation but views each element as related but distinct.

Overview of Our Compensation Program

The Compensation Committee seeks to attract and retain superior executive talent by offering competitive base salaries, bonuses and long-term incentives. The Compensation Committee’s philosophy is to deliver higher rewards for superior performance and consequences for underperformance. It is also the Compensation Committee’s practice to provide a balanced mix of cash and equity-based compensation that aligns both the short and long-term interests of our executives with that of our stockholders. Our executive compensation program is based on the following philosophies and objectives:

Table of Contents

Executive Compensation

Say-on-Pay

As part of the Compensation Committee’s annual review of the executive compensation program, it considers the outcome of the annual advisory vote of stockholders. At the 2025 annual stockholder meeting, approximately 92% of the “say on pay” votes cast were in favor of the compensation of the Company’s NEOs in fiscal year 2025. The Compensation Committee will continue to evaluate our compensation programs to ensure that the management team’s interests are aligned with our stockholders’ interests to support long-term value creation.

Positive Pay Practices

In addition, the following features of our compensation program are designed to align the interests of our executive team with those of our stockholders and with market best practice:

​

​

Table of Contents

Executive Compensation

Compensation Evaluation Processes

The Compensation Committee considers a number of factors in setting compensation for its executive officers, including Company performance, the executive’s functional performance, experience and responsibilities, and the compensation of executive officers in similar positions in our peer group of companies.

Table of Contents

Executive Compensation

Elements of Executive Compensation

Direct compensation for executives consists of three principal components: base salary, potential annual cash incentive bonus, and long-term equity incentives.

The Compensation Committee does not have any formal policies for allocating compensation among salary, annual cash incentive awards and long-term incentive equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee exercises judgment to establish a total compensation program for each named executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that the Compensation Committee believes is appropriate to achieve the goals of our executive compensation program and our corporate goals and objectives. In setting the elements of compensation, the Compensation Committee considers prior compensation paid and amounts realizable from prior stock-based awards, as well as other benefits provided by the Company. The allocation of compensation across each of the elements of our executive compensation program is based on the following considerations:

BASE SALARY

Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for day-to-day performance. The Compensation Committee believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Each executive officer’s base salary is initially determined upon hire or promotion based on the executive officer’s responsibilities, prior experience, individual compensation history and salary levels of other executives within the Company and similarly situated executives within our peer group. Base salary is typically reviewed annually.

Subsequent to the end of fiscal year 2025, the Compensation Committee and the Board considered the market competitiveness of the Company’s current executive officer base salaries compared to the Peer Group based on the analysis prepared by Aon, while also giving consideration to individual performance, expected future contribution and internal pay equity contributions to corporate performance. This resulted in all of the named executive officers receiving the increases in base salary for fiscal year 2026. The table below reflects annual base salaries for our NEOs as of the end of fiscal year 2026 compared to their annual base salaries for fiscal year 2025.

​