v3.26.1
Share-Based Compensation
12 Months Ended
Jun. 30, 2026
Share-Based Compensation  
Share-Based Compensation

18.    Share-Based Compensation

The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations and Comprehensive Loss (in thousands):

  ​ ​ ​

Year Ended

June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2025

Research and development

$

119

$

57

General and administrative

 

1,254

 

1,473

Total

$

1,373

$

1,530

Stock Options

iBio, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”)

On November 27, 2023, the Company’s stockholders approved the adoption of the 2023 Plan for employees, officers, directors and external service providers which is the successor to the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) and once approved became effective on January 1, 2024. The maximum number of shares of Common Stock reserved and available for issuance under the 2023 Plan was initially 1,200,000 shares (the “Limit”). In addition, such Limit automatically increases 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; 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, provided further that the Limit, as in effect at any time, shall be adjusted as a result 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 2023 Plan allows for the award of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. The value of all awards awarded under the 2023 Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year may not exceed $500,000; provided, however, that such amount shall be $750,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the Board and $1,500,000 for any non-executive chair of the Company’s Board should one be appointed. Notwithstanding the foregoing, the independent members of the Board may make exceptions to such limits in extraordinary circumstances. The term of the 2023 Plan will expire on the tenth anniversary of the effective date of the 2023 Plan (December 31, 2033).

Vesting of service awards are determined by the Board and stated in the award agreements. In general, vesting occurs ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at the time of grant. Vesting of performance awards occurs when the performance criteria is satisfied. The Company uses historical data to estimate forfeiture rates.

In accordance with the provisions of the 2023 Plan, the Limit increased on January 1, 2026 and January 1, 2025 by 1,502,653 and 458,383 shares of Common Stock, respectively, for a total number of awards that can be made under the 2023 Plan of 3,161,036 shares.

Under the 2023 Plan, 138,150 shares of Common Stock have been issued pursuant to past grants, 2,773,425 shares of Common Stock are reserved for past grants, and the remaining 249,461 shares of Common Stock are available for future grants as of June 30, 2026.

iBio, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”)

On December 9, 2020, the Company’s stockholders approved the 2020 Plan for employees, officers, directors and external service providers. The total number of shares of Common Stock reserved under the 2020 Plan was 64,000 shares of Common Stock for issuance pursuant to the grant of new awards under the 2020 Plan. The 2020 Plan allowed for the award of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. The value of all awards awarded under the 2020 Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year could not exceed $500,000; provided, however, that such amount shall be $750,000 for the calendar year in which the applicable non-employee director was initially elected or appointed to the Board of Directors and $1,500,000 for any non-executive chair of the Company’s Board of Directors should one be appointed. Notwithstanding the foregoing, the independent members of the Board could make exceptions to such limits in extraordinary circumstances. The term of the 2020 Plan will expire on the tenth anniversary of the date the 2020 Plan was approved by the stockholders (December 9, 2030). No further awards have been issued under the 2020 Plan upon approval of the 2023 Plan.

Vesting of service awards are determined by the Board of Directors and stated in the award agreements. In general, vesting occurs ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at

the time of grant. Vesting of performance awards occurs when the performance criteria is satisfied. The Company uses historical data to estimate forfeiture rates.

Under the 2020 Plan, 23,240 shares of Common Stock have been issued pursuant to past exercises, 25,988 shares of Common Stock are reserved for past grants, and the remaining 14,772 shares of Common Stock are no longer available for future grants as of June 30, 2026.

Issuances of stock options during the year ended June 30, 2026 were as follows:

Grantee

Plan

# of Options

Exercise Price

Vesting

Term

Employee

2023 Plan

452,025

$1.82 - $2.15

25% 1st year and quarterly thereafter

10 years

Directors

2023 Plan

81,000

$1.00

Monthly over one year

10 years

Director

2023 Plan

60,000

$1.42

Monthly over three years

10 years

Executive Officers

 

2023 Plan

 

310,000

 

$0.893

 

25% 1st year and quarterly thereafter

 

10 years

Executive Officers

 

2023 Plan

 

804,000

 

$2.23

 

25% 1st year and quarterly thereafter

 

10 years

Total

1,707,025

Issuances of stock options during the fiscal year ended June 30, 2025 were as follows:

Grantee

Plan

# of Options

Exercise Price

Vesting

Term

Employees

2023 Plan

145,000

$1.92 - $3.91

25% 1st year and quarterly thereafter

10 years

Consultant

  ​ ​ ​

2023 Plan

  ​ ​ ​

12,600

  ​ ​ ​

$2.45

  ​ ​ ​

Fully vested upon grant

  ​ ​ ​

10 years

Directors

2023 Plan

100,800

$2.45

Monthly over periods ranging from 12-36 months

10 years

Executive Officers

 

2023 Plan

 

386,400

 

$3.48

 

25% 1st year and quarterly thereafter

 

10 years

Inducement Grant - Employee

 

Other

 

15,000

 

$1.81

 

25% 1st year and quarterly thereafter

 

10 years

Professional Service Fee Grant

 

Other

 

20,000

 

$1.83

 

Quarterly over the first year

 

5 years

Total

679,800

The following table summarizes all stock option activity during the years ended June 30, 2026 and 2025:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted-

  ​ ​ ​

Weighted-

average

average

Remaining

Aggregate

Stock

Exercise

Contractual

Intrinsic Value

  ​ ​ ​

Options

  ​ ​ ​

Price

  ​ ​ ​

Term (in years)

  ​ ​ ​

(in thousands)

Outstanding as of July 1, 2024

 

912,126

$

6.14

 

7.6

$

280

Granted

 

679,800

3.20

 

 

Exercised

(73,100)

1.79

Forfeited/expired

 

(332,902)

1.87

 

 

Outstanding as of June 30, 2025

 

1,185,924

$

5.92

 

9.2

$

As of June 30, 2025, vested and expected to vest

 

1,185,924

$

5.92

 

9.2

$

Exercisable as of June 30, 2025

 

228,502

$

17.74

 

8.6

$

Outstanding as of July 1, 2025

 

1,185,924

$

5.92

 

9.2

$

Granted

 

1,707,025

1.87

 

 

Exercised

Forfeited/expired

 

(73,136)

6.99

 

 

Outstanding as of June 30, 2026

 

2,819,813

$

3.44

 

9.0

$

339

As of June 30, 2026, vested and expected to vest

 

2,785,150

$

3.46

9.0

$

334

Exercisable as of June 30, 2026

 

602,601

$

8.12

 

8.0

$

31

The following table summarizes information about options outstanding and exercisable at June 30, 2026:

  ​ ​ ​

Options Outstanding and Exercisable

Weighted-

Weighted-

Average

Average

Number

Remaining Life

Exercise

Number

Outstanding

  ​ ​ ​

In Years

  ​ ​ ​

Price

  ​ ​ ​

Exercisable

Exercise prices:

 

  ​

 

  ​

 

  ​

 

  ​

$0.893 - $1.42

 

437,500

 

9.4

$

1.02

 

41,042

$1.72 - $2.58

 

1,857,025

 

9.0

$

1.98

 

384,583

$2.80 - $4.20

498,900

8.7

$

3.47

156,288

$7.00 - $10.50

17,450

7.2

$

7.00

11,990

$140.00 - $210.00

4,589

6.1

$

147.23

4,349

$347.00 - $520.50

654

5.5

$

347.00

654

$530.00 - $795.00

3,295

5.0

$

664.10

3,295

$1,025.00 - $1,537.50

 

400

4.3

$

1,025.00

400

 

2,819,813

 

9.0

$

8.12

 

602,601

The total fair value of stock options that vested during fiscal 2026 and fiscal 2025 was approximately $1,203,000 and $1,507,000, respectively. No stock options were exercised during fiscal year 2026. The total cash received for stock options that were exercised during fiscal year 2025 was approximately $130,000. The total intrinsic value of the stock options that were exercised during 2025 was approximately $71,000. As of June 30, 2026, there was approximately $4,287,000 of total unrecognized compensation cost related to non-vested stock options that the Company expects to recognize over a weighted-average period of 3 years.

The weighted-average grant date fair value of stock options granted during fiscal 2026 and fiscal 2025 was $1.87 and $3.20 per share, respectively. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:

Weighted-average risk-free interest rate

3.64% - 3.94

%  

Dividend yield

 

0

%  

Volatility

 

229.25% - 233.93

%  

Expected term (in years)

 

5.7 - 6.3

 

The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $1.75 as of June 30, 2026 and $0.76 as of June 30, 2025, which would have been received by the option holders had all option holders exercised their options as of that date.

Restricted Stock Units (“RSUs”):

No RSUs were issued during the fiscal years ended June 30, 2026 and June 30, 2025. No unvested RSUs remain at June 30, 2026.