08/28/2026 | Press release | Distributed by Public on 08/28/2026 06:33
Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read together with our financial statements and the notes thereto and other information included elsewhere in this Annual Report. Unless the context requires otherwise, references in this Report to "iBio," the "Company," "we," "us," or "our" and similar terms mean iBio, Inc.
Overview
We are developing next-generation antibody medicines for obesity and its cardiometabolic and cardiopulmonary complications. One of the most important advances in modern obesity treatment has been the emergence of GLP-1 receptor agonists and other incretin-based therapies. These drugs have transformed the field by enabling weight loss that, in some cases, rivals the effects of invasive bariatric surgery. But as physicians and patients gain real-world experience, it's becoming increasingly clear first-generation therapies, while groundbreaking, leave important gaps.
Our approach to the evolving needs in obesity treatment is facilitated by our fully integrated antibody discovery platform, designed from the ground up for precision, speed and developability. At the core of our AI Drug Discovery Platform is an AI-enabled epitope steering engine enabling us to precisely direct antibodies to functional hotspots on even the most challenging targets-often considered undruggable. When combined with our antibody optimization platform, which deeply integrates generative AI tools with mammalian display technology, we can progress from concept to development-ready antibody in as little as seven months.
In essence, we believe we are sculpting a future where cutting-edge AI-driven biotechnology propels the discovery of intricate biologics, fostering partnerships, accelerating innovation, and propelling the advancement of science.
The current product candidate pipeline is set forth below.
IBIO-610
By leveraging our AI Drug Discovery Platform, we believe we have successfully identified the first antibody inhibiting Activin E. Preclinical data from multiple in vitro cell-based assays, including one on a human adipocyte cell line, demonstrated robust blockade of Activin E-mediated signaling. The antibody has been evaluated in multiple pre-clinical
studies in a model of DIO in mice, both alone with bi-weekly dosing and in combination with semaglutide dosed daily. These results suggest IBIO-610 may induce fat-selective weight loss.
In a DIO mouse model, IBIO-610 was administered biweekly at 10 mg/kg for four weeks to evaluate its effects as a monotherapy. Treated mice were observed to have a 8.9% reduction in body weight compared to baseline and placebo, with body composition analysis revealing a 26% reduction in fat mass and no measurable loss of lean mass. Outlier non-responder mice were excluded.
To test potential combination therapy with incretin treatments, IBIO-610 was dosed biweekly alongside daily semaglutide. While semaglutide alone produced a 27.8% reduction in body weight (baseline and placebo adjusted), the combination resulted in a more pronounced 35.3% weight loss, without any additive effect on food intake. The combination also led to a greater reduction in visceral fat compared to semaglutide alone, suggesting complementary mechanisms that enhance metabolic benefit.
IBIO-610 was also tested as a maintenance therapy following cessation of semaglutide treatment. In this model, DIO mice were first dosed with semaglutide for two weeks, leading to approximately 18% weight loss. Upon stopping semaglutide, control mice regained 71% of the lost weight within three weeks, with fat mass levels returning to those of untreated animals. In contrast, mice receiving IBIO-610 at the time of semaglutide discontinuation regained only 28% of the lost weight and retained significantly lower fat mass at study termination, highlighting the potential of IBIO-610 to prevent rebound weight gain.
IBIO-610 was evaluated in a preclinical PK and a body composition study in obese, mature NHPs designed to characterize systemic exposure and assess early signs of activity on fat and body composition. In previously disclosed results from this study, IBIO-610 demonstrated a terminal half-life of approximately 33.2 days in obese NHPs following administration, and based on allometric scaling approaches, we estimated a projected human half-life of up to 100 days, which may support infrequent dosing. In addition, in a small study that was not statistically powered, following two once-every-eight-week doses, treatment with IBIO-610 was associated with 6.7% lower visceral fat and 5.2% lower total fat mass compared with vehicle-treated obese NHPs, with a slight increase in lean mass. These findings are consistent with the fat-selective profile we observed in prior rodent studies. Additionally, obese NHPs treated with a single IV dose of IBIO-610 showed up to a 98% reduction in serum levels of active Activin E.
In July 2026, we announced new preclinical data from our obese NHP study evaluating IBIO-610. Following a single dose of IBIO-610, active Activin E levels in the blood were reduced in all treated NHPs and remained suppressed through eight weeks. At both weeks 4 and 8, active Activin E levels were reduced to levels below the limits of the assay. Overall, active Activin E was reduced by 98% at week 4 and 97% at week 8 compared with baseline. We believe that these findings support IBIO-610's potential for best-in-class pathway inhibition and further support the potential for an infrequently dosed, long-acting antibody approach. The data also demonstrated IBIO-610's potential to promote fat-selective weight loss while preserving lean mass. In obese NHPs, when combined with semaglutide, IBIO-610 drove greater visceral and total fat loss while reducing lean mass loss by 73% versus semaglutide alone, further supporting its potential as both a stand-alone therapy and a complementary approach to GLP-1-based treatments.
Following these studies, we initiated CMC and nonclinical toxicology activities to support the advancement of IBIO-610 toward clinical development and we anticipate commencing first-in-human clinical trials in the first half of calendar year 2027.
IBIO-800: Myostatin x Activin A Bispecific Antibody
We are developing a bispecific antibody program targeting myostatin, growth differentiation factor 11 ("GDF11") and Activin A, that we now refer to as IBIO-800. We are evaluating IBIO-800 for potential use in obesity and cardiopulmonary disease, including PH-HFpEF. Leveraging our innovative AI Drug Discovery Platform, IBIO-800 is in late discovery, where multiple parameters, including potency, selectivity, expression, stability and manufacturability, are being optimized. We nominated a development candidate in June 2026 and initiated CMC and nonclinical testing to enable continued progression of this program.
IBIO-800 is designed to selectively neutralize what we believe are key pathological ligands across multiple aspects of disease biology. Based on our preclinical work, Activin A may contribute to cardiac fibrosis and vascular remodeling, while myostatin and GDF11 may contribute to skeletal muscle dysfunction and reduced functional capacity. In combination, IBIO-800 is designed to reduce cardiac fibrosis, reverse pulmonary vascular remodeling, and improve whole body functional capacity, while avoiding some of the safety considerations associated with broader TGF-β ligand blockade.
In preclinical in vitro studies, early findings in human muscle progenitor or muscle stem cells suggest our bispecific candidates induced greater differentiation and fusion into mature muscle cells than antibodies targeting myostatin or Activin A alone. In addition, in human cardiac fibroblast studies, growth differentiation factor 8 ("GDF8"), GDF11 and Activin A promoted fibrotic activation and pro-inflammatory or pro-fibrotic gene expression, supporting the biological rationale for combined blockade in cardiopulmonary disease. We are also evaluating the program in vivo in a mouse model designed to assess stress-induced right ventricular remodeling in the setting of obesity and hemodynamic stress. In June 2026, we nominated a development candidate and are initiating CMC and nonclinical testing to enable continued progression of the program.
IBIO-600
In April 2024, as result of the collaboration with AstralBio, we initiated a program to discover and develop a long-acting anti-myostatin antibody. Using our StableHu platform coupled with mammalian display, we optimized hit antibodies across multiple parameters, including affinity for myostatin, binding to the FcRn receptor, expression levels in mammalian cells, and resistance to poly-reactivity and aggregation. The final candidate, IBIO-600, was also observed to have a beneficial profile between thermostability and resistance to stress conditions during initial testing.
In vitro, IBIO-600 was evaluated in human muscle progenitor cells, where it potently inhibited myostatin. This inhibition facilitated the differentiation of progenitor cells into mature human muscle cells. In interim data from a preclinical study in obese mice, we observed that IBIO-600 dose-dependently prevented lean mass loss when administered in combination with a GLP-1 receptor agonist.
In November 2024, we initiated a study in obese and elderly NHPs for IBIO-600. The primary goal of the study was to assess the PK profile of IBIO-600. The study consisted of two dose levels, a low dose of 5 mg/kg and a high dose of 50 mg/kg, with a single subcutaneous injection in each case. In addition to monitoring PK in serum, the study analyzed body composition changes over time by employing DEXA scans, measuring lean and fat mass.
The study consisted of six NHPs, sorted randomly into the low and high dose groups. IBIO-600 promoted an increase in lean mass and a reduction in fat mass from baseline values. Standard PK calculations indicated the half-life of IBIO-600 in NHPs was approximately 52.4 days. By using multiple allometric scaling approaches, we estimated the half-life in humans of IBIO-600 as falling with a range of 74-147 days. IBIO-600 also demonstrated durable body composition effects, including lean mass gains of up to 5.1% with accompanying reductions in fat mass.
Following the NHP PK study, we initiated CMC manufacturing and nonclinical toxicology activities to support advancement of IBIO-600 toward clinical development. We have completed GMP manufacturing of an initial batch of drug product being used in our clinical study. Additionally, we have completed 1-month GLP toxicology studies in both rats and NHPs.
In June 2026, we announced the dosing of the first participant in a randomized, double-blind, placebo-controlled, first-in-human, phase 1 SAD clinical trial. This study is intended to test the safety, tolerability, pharmacokinetics, and pharmacodynamics of IBIO-600 in overweight or obese adults, as well as exploratory effects on body composition, with four SAD cohorts currently planned. To date, we have enrolled 31 participants in the first four cohorts of the Phase 1 clinical trial of IBIO-600 in Australia and each will be monitored for approximately nine months following administration, with study completion expected in second half of 2027. Data from the study will help inform potential future development of IBIO-600. This trial is designed to establish the initial human profile of IBIO-600 and begin generating evidence of its effects on body composition, helping to inform potential future studies in combination with
GLP-1-based therapies. We are now preparing to advance IBIO-600 into the MAD portion of the study. Further, we intend to continue progressing the development of IBIO-600 in obesity, sarcopenia, and other muscle loss disorders.
Amylin Receptor Agonist Engineered Antibody
In collaboration with AstralBio, we initiated the development of an antibody agonists targeting the amylin receptor, a potentially highly promising mechanism in obesity treatment. Amylin receptors are closely related, multi-component GPCR complexes, making it challenging to discover antibodies with precisely controlled receptor subtype selectivity and functional activity. To address this challenge, we combined engineered GPCR antigens designed to mimic distinct amylin and calcitonin receptor configurations with our mammalian display-based discovery platform. This approach enables multidimensional antibody selection across properties including receptor subtype specificity, cross-species binding, functional activity and developability. Using these capabilities, we have generated both DACRA antibodies and selective amylin receptor agonist SARA antibodies designed to activate specific amylin receptor subtypes while avoiding activation of the calcitonin receptor.
Early preclinical results to date show the promise of the approach. In a proof-of-concept study in DIO mice, an early DACRA-like agonist antibody delivered approximately a ~60% reduction in acute food intake (p<0.05), compared with a 67% reduction observed with a benchmark DACRA peptide. Building on these results, we generated and characterized AMY1-selective, AMY3-selective and dual AMY1/AMY3 agonist antibodies, referred to as SARA antibodies, with distinct in vitro potency and selectivity profiles.
These data support the feasibility of using engineered antibodies to achieve differentiated amylin receptor pharmacology and demonstrate the application of our integrated discovery platform to a complex GPCR target class. The program provides an additional demonstration of our ability to combine engineered antigens with multidimensional mammalian display-based selection to generate functionally differentiated antibody candidates against challenging membrane-protein targets.
Recent Financial Developments
2026 ATM Agreement
On February 27, 2026, we entered into the 2026 ATM Agreement with Jefferies providing for the sale by us of our shares of our Common Stock, from time to time, through or to Jefferies in an at-the-market offering program as set forth in the 2026 ATM Agreement. Offers and sales of shares of Common Stock by us, if any, under the 2026 ATM Agreement, will be made pursuant to our shelf registration statement on Form S-3 (File No. 333-293864), filed with the SEC on February 27, 2026 under the Securities Act, which was declared effective on March 6, 2026, and the prospectus included therein related to the offer and sale of up to $100,000,000 of shares of Common Stock. We have agreed to pay Jefferies a commission for its services in acting as agent of up to 3.0% of the gross proceeds from the sale of shares of Common Stock pursuant to the 2026 ATM Agreement. The offering of shares of Common Stock pursuant to the 2026 ATM Agreement will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the 2026 ATM Agreement, or (ii) termination of the 2026 ATM Agreement as permitted therein by us or Jefferies. No shares have been sold under the 2026 ATM Agreement as of June 30, 2026.
2026 Private Placement
On January 13, 2026, pursuant to the terms of the securities purchase agreement that we entered into on January 8, 2026 with the 2026 Investors, we issued and sold to the 2026 Investors in the 2026 Private Placement an aggregate of 1,408,481 shares of Common Stock and, in lieu of shares, 2026 Pre-Funded Warrants to purchase up to an aggregate of 9,653,257 shares of Common Stock. The purchase price per share was $2.35. The purchase price per pre-funded warrant was $2.349, which is equal to the purchase price per share, minus the exercise price of $0.001 for each pre-funded warrant. We received aggregate gross proceeds from the 2026 Private Placement of approximately $26 million, before deducting the placement agent commissions and offering expenses payable by us which totaled approximately $1.7 million.
Underwritten Public Offering
On August 19, 2025, we entered into an Underwriting Agreement with Leerink, as representative of the underwriters named in Schedule A thereto, relating to the offering, issuance and sale of 2025 Pre-Funded Warrants to purchase an aggregate of 71,540,000 shares of Common Stock and accompanying Series G Warrants to purchase (i) an aggregate of up to 35,770,000 shares of Common Stock (or, for those investors who so choose, pre-funded warrants to purchase up to 35,770,000 shares of Common Stock in lieu thereof) and (ii) Series H Warrants to purchase an aggregate of up to 35,770,000 shares of Common Stock (or, for those investors who so choose, pre-funded warrants to purchase up to 35,770,000 shares of Common Stock in lieu thereof) (the 2025 Offering). The combined public offering price per 2025 Pre-Funded Warrant and accompanying Series G Warrant was $0.699. The closing of the 2025 Offering took place on August 22, 2025. We received net proceeds from the 2025 Offering of approximately $46.5 million after deducting underwriting discounts and commissions and offering expenses payable by us in connection with the 2025 Offering. We may also receive up to an aggregate of $50 million of additional gross proceeds if the Series G Warrants and Series H Warrants are exercised in full for cash.
Each 2025 Pre-Funded Warrant and the pre-funded warrants issuable upon exercise of the Series G Warrants or Series H Warrants have an exercise price per share of Common Stock equal to $0.001 and were immediately exercisable from their date of issuance for one share of Common Stock, subject to certain beneficial ownership and other limitations. The Series G Warrants and Series H Warrants were each exercisable from their date of issuance and have an exercise price equal to $0.70 per whole share of Common Stock (or $0.699 per pre-funded warrant) and in the case of the Series G Warrants, the accompanying Series H Warrant. The Series G Warrants expired 30 trading days following our public announcement of a Trial Initiation Milestone. In addition, to the extent the proportion of the unexercised portion of the Series G Warrant relative to the originally issued Series G Warrant is greater than the proportion of the unexercised portion of the originally issued 2025 Pre-Funded Warrant relative to the originally issued 2025 Pre-Funded Warrant, each Series G Warrant immediately expired in proportion to the extent that the corresponding 2025 Pre-Funded Warrant held by a holder is exercised prior to the occurrence of the Trial Initiation Milestone. When issued upon exercise of the Series G Warrants, the Series H Warrants will expire on the four-year anniversary of the closing date of the 2025 Offering.
On April 8, 2026, we issued a Public Announcement that we received CTN acknowledgement from Australia's Therapeutic Goods Administration and ethics approval from a Human Research Ethics Committee, enabling the initiation of a first-in-human clinical trial of IBIO-600 in Australia. All Series G Warrants were exercised prior to their expiration at 5:00 p.m. (New York City time) on May 20, 2026.
During fiscal year 2026, 2025 Pre-Funded Warrants to purchase an aggregate of 9,250,394 shares of Common Stock were exercised for proceeds of approximately $9,250.
During fiscal year 2026, Series G Warrants to purchase 35,770,000 shares of Common Stock were exercised whereby the holders elected to receive pre-funded warrants to purchase up to 21,610,000 shares of Common Stock in lieu of shares of Common Stock and 14,160,000 shares of Common Stock, together with Series H Warrants to purchase up to 35,770,000 shares of Common Stock, for gross proceeds of approximately $25 million. The pre-funded warrants issued upon this election have an exercise price of $0.001 and are immediately exercisable.
During fiscal year 2026, Series H Warrants to purchase 4,250,000 shares of Common Stock were exercised whereby the holders elected to receive pre-funded warrants to purchase up to 4,250,000 shares of Common Stock in lieu of shares of Common Stock for gross proceeds of approximately $3 million. The pre-funded warrants issued upon this election have an exercise price of $0.001 and are immediately exercisable.
During fiscal year 2026, pre-funded warrants issued upon the exercise of Series G Warrants to purchase an aggregate of 1,970,000 shares of Common Stock, were exercised for proceeds of approximately $1,970.
In conjunction with 2025 Underwriting Agreement, we agreed to pay the underwriter a fee equal to six percent (6%) of the cash exercise fee received by us for all cash exercises of warrants for a period of thirty (30) months following the close of the transaction. The fee is due no later than five (5) business days following each calendar quarter. We incurred fees on
these proceeds totaling approximately $1,680,000 during fiscal year 2026, of which approximately $1,173,000 is included in accrued expenses on the consolidated balance sheets at June 30, 2026.
Results of Operations
Revenue
Our ongoing business is primarily focused on i) development of our pipeline for which we do not expect revenue for many years, if at all, and ii) on advancing our AI-driven discovery platform to develop molecules against hard to drug targets. To date this platform has not generated any material revenue, though we may realize revenue from it in the future. Revenue in the amount of $0.1 million was recognized for services provided to a collaborative partner during the year ended June 30, 2026. Revenue in the amount of $0.4 million was recognized for services provided to a collaborative partner during the year ended June 30, 2025.
Research and Development Expenses ("R&D")
R&D expenses for the fiscal years ended June 30, 2026 and 2025 were approximately $19.6 million and $8.3 million, respectively, an increase of approximately $11.3 million or approximately 136%. The increase in R&D expenses is primarily due to increased spending of approximately $8.4 million for consultants and outside services supporting our R&D efforts, including NHP studies and CMC activities, for our IBIO-610 and IBIO-600 programs and other preclinical pipeline assets, and a $2.5 million development milestone.
On a program-by-program basis, consultants and outside services reported in R&D expenses for the fiscal year ended June 30, 2026, included $6.0 million for IBIO-610, $4.3 million for IBIO-600, and $0.6 million for all other pipeline programs. On a program-by-program basis, consultants and outside services reported in R&D expenses for the fiscal year ended June 30, 2025, included $2.5 million for IBIO-600, $0.5 million for IBIO-610, and $0.2 million for all other pipeline programs.
Consultant and outside services accounted for approximately 55% and 38% of total R&D expenses for the fiscal years ended June 30, 2026 and 2025, respectively.
General and Administrative Expenses ("G&A")
G&A expenses for the fiscal years ended June 30, 2026 and 2025 were approximately $10.6 million and $10.7 million, respectively, a decrease of approximately $0.1 million or 1.0%. The slight decrease was primarily driven by IT cost reductions.
Impairment of Indefinite-Lived Intangible Asset
In the fiscal year ended June 30, 2026, an impairment charge of $5.0 million was recorded for our IBIO-101 indefinite-lived intangible asset. No impairments of indefinite-lived intangible assets were recorded in the fiscal year ended June 30, 2025.
Total Operating Expenses
Total operating expenses, consisting primarily of R&D and G&A expenses, for fiscal year ended June 30, 2026 were approximately $35.2 million, compared to approximately $19 million for fiscal year ended June 30, 2025.
Other Income
Other income for the fiscal years ended June 30, 2026 and 2025 were $2.1 million and $0.2 million, respectively, an increase of approximately $1.9 million. The increase is mainly attributable to interest earned on the proceeds from our capital raises and warrant exercises.
Income Tax Expense
There was no provision for current federal or state taxes for the fiscal years ended June 30, 2026 and June 30, 2025 as a result of taxable losses incurred.
Net Loss
Our net loss for the fiscal year ended June 30, 2026 was approximately $33.0 million, or $0.32 per share of Common Stock, compared to our net loss of approximately $18.4 million, or $1.75 per share of Common Stock, in the fiscal year ended June 30, 2025.
Liquidity and Capital Resources
We have incurred net losses and generated negative cash flows from operations for many years. For the year ended June 30, 2026, we incurred a net loss of approximately $33.0 million and had negative cash flows from operations of approximately $23.2 million. Historically, our liquidity needs have been met by the sale and issuances of common shares including the issuances of common shares through the exercise of warrants. As of June 30, 2026, we had total current assets of approximately $92.2 million, of which approximately $56.4 million was cash and cash equivalents and approximately $31.6 million was investments in debt securities. As of June 30, 2026, we had an operating capital deficit of $23.2 million which compares to the $15.3 million operating capital deficit we maintained as of June 30, 2025.
The history of significant losses, the negative cash flow from operations, and the dependence by us on our ability to obtain additional financing to fund our operations in the past raised substantial doubt about our ability to continue as a going concern. In August 2025, we closed on an underwritten public offering raising gross proceeds of approximately $50 million and in January 2026, we raised gross proceeds of approximately $26 million in a private placement. Additionally, we received gross proceeds of approximately $33.4 million from the exercise of warrants during the year ended June 30, 2026. Based on the total cash and cash equivalents, and investments in debt securities of approximately $88 million at June 30, 2026, we believe that our current cash position is sufficient to fund its operations for at least 12 months from the date of filing this Annual Report on Form 10-K for the year ended June 30, 2026 (the "Annual Report").
Net Cash Used in Operating Activities
In fiscal year 2026, net cash used in operating activities was approximately $23.2 million, compared to net cash used in operating activities of approximately $15.3 million in fiscal year 2025, an increase of approximately $7.9 million or approximately 52%. The use of cash was primarily attributable to funding our net loss for the period.
Net Cash Used in Investing Activities
In fiscal year 2026, net cash used in investing activities was approximately $32.0 million, which consisted primarily of the purchase of approximately $42.3 million, partially offset by the redemption of debt securities of approximately $10.8 million, and an interest payment received on the promissory note receivable and the purchase of fixed assets. In fiscal year 2025, net cash provided by investing activities was approximately $0.7 million, which consisted of payments received for principal and interest on the promissory note receivable offset by the purchase of fixed assets.
Net Cash Provided by Financing Activities
Net cash provided by financing activities in fiscal year 2026, was approximately $103.0 million and was primarily attributable to the net proceeds from the sale of securities primarily from the underwritten public offering that we consummated in August 2025, pursuant to which we received net proceeds of approximately $46.4 million, the 2026 Private Placement, pursuant to which we received net proceeds of approximately $24.3 million, net warrant exercise proceeds of approximately $32.8, and approximately $0.3 million for sales of Common Stock sold under an at-the-market agreement, partially offset by approximately $0.8 million of payments towards debt, including the term promissory note, equipment financing loan, and finance lease obligations. Net cash provided by financing activities in fiscal year 2025 was
approximately $8.9 million and was attributable to the proceeds from the inducement of Existing Warrants and the sale of securities partially offset by payments towards debt, including the finance lease obligations, term promissory note and equipment financing loan.
Funding Requirements
We have incurred significant losses and negative cash flows from operations since our spin-off from Integrated BioPharma in August 2008. As of June 30, 2026, our accumulated deficit was approximately $365.3 million, and we used approximately $23.2 million for operating activities during the year ended June 30, 2026. As of June 30, 2025, our accumulated deficit was approximately $332.2 million, and we used approximately $15.3 million for operating activities during the year ended June 30, 2025. Our current cash, cash equivalents and investments in debt securities of approximately $88 million as of June 30, 2026 is anticipated to be sufficient to support operations into the fourth quarter of fiscal year 2028.
We plan to fund our future business operations using cash on hand, through proceeds realized in connection with the commercialization of our technologies, through potential proceeds from the sale or out-licensing of assets, collaborations, and through proceeds from the sale of additional equity or other securities and exercise of outstanding warrants. However, there can be no assurance that we will be successful in implementing these plans, many of which will take several years before we realize proceeds. We cannot be certain that such funding will be available on favorable terms or available at all. If we are unable to raise funds when required or on favorable terms, this assumption may no longer be operative, and we may have to: a) significantly delay, scale back, or discontinue the product application and/or commercialization of our proprietary technologies; b) seek collaborators for our technology and product candidates on terms that are less favorable than might otherwise be available; c) relinquish or otherwise dispose of rights to technologies, product candidates, or products that we would otherwise seek to develop or commercialize; or d) possibly cease operations.
Off-Balance Sheet Arrangements
As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities ("SPE"s), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually limited purposes. As of June 30, 2026, we were not involved in any SPE transactions.
Critical Accounting Estimates
A critical accounting policy is one that is both important to the portrayal of a company's financial condition and results of operations and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All applicable U.S. GAAP accounting standards effective as of June 30, 2026, have been taken into consideration in preparing the consolidated financial statements. The preparation of consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, consequently, actual results could differ from those estimates. We base our estimates, to the extent possible, on historical experience. Historical information is modified as appropriate based on current business factors and various assumptions that we believe are necessary to form a basis for making judgments about the carrying value of assets and liabilities. We evaluate our estimates on an ongoing basis and make changes when necessary. Actual results could differ from our estimates.
Critical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The following accounting estimate had a material impact on the results of operations of the Company for the year ended June 30, 2026.
Impairment of Indefinite-Lived Intangible Assets
For indefinite-lived intangible assets, we perform an impairment test annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.
Evaluating impairment requires judgment, including the estimation of future cash flows, future growth rates and profitability and the expected life over which cash flows will occur. Changes in our business strategy or adverse changes in market conditions could impact impairment analyses and require the recognition of an impairment charge. Although we base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates.
During the fourth quarter of the fiscal year ended June 30, 2025, we performed our annual impairment testing of the IBIO-101 therapeutic technology (or "IP"), classified as an indefinite-lived intangible asset, which had a carrying amount of $5.0 million on June 30, 2025. We engaged a third party to perform valuation assistance with estimating the fair value of IBIO-101 and preparing a market capitalization reconciliation. The Multi-Period Excess Earnings Method ("MPEEM") under the income approach was utilized to value the indefinite-lived asset. The MPEEM determines the value of a specified asset by calculating the present value of future earnings attributed to the asset. Since IBIO-101 is currently in its pre-clinical development phase, a probability of success was applied to the cash flows to account for the probability of reaching each step of development. The MPEEM requires that charges for the use of other contributory assets be subtracted under the theory that the owner of the subject asset does not own the other contributory assets and would have to rent/lease them in order to earn the cash flows related to the subject asset.
The resulting probability of success adjusted "excess earnings" were discounted to the present value using a 15% discount rate, which was based on iBio's weighted average cost of capital. The sum of the discounted excess earnings and the present value of the tax benefit related to amortization of the IBIO-101 indefinite-lived intangible indicated that the fair value was $5.9 million as of the June 30, 2025 valuation date. Given that the carrying amount of the asset was $5 million on June 30, 2025, it was concluded that no impairment existed.
During the second quarter of fiscal year 2026, we retained a global advisory firm to market and actively identify partners for IBIO-101 and the other oncology programs we acquired from RubrYc due to our therapeutic focus shift to precision antibodies in the cardiometabolic and obesity space. The market data collected indicated the full carrying value of IBIO-101 may not be recoverable. We engaged a third party to perform a valuation of IBIO-101, utilizing the MPEEM under the income approach to value the indefinite-lived asset. The resulting probability of success adjusted "excess earnings" were discounted to the present value using a 16% discount rate, which was based on iBio's weighted average cost of capital estimated for the fiscal year. The sum of the discounted excess earnings and the present value of the tax benefit related to amortization of the IBIO-101 indefinite-lived intangible indicated that the fair value was approximately $2.5 million as of the December 31, 2025 valuation date. The carrying amount of the asset was $5.0 million at the time of the valuation, it was concluded that a $2.5 million impairment existed. We recorded an impairment of indefinite-lived intangible asset expense of approximately $2.5 million for the three and six months ended December 31, 2025.
During the third quarter of fiscal year 2026, we ceased our marketing efforts of the IBIO-101 asset and with our focus on the development of hard-to-drug precision antibodies for obesity, cardiometabolic, and cardiopulmonary diseases, we fully impaired the remaining $2.5 million value of the IBIO-101 asset.
Also, during the third quarter of fiscal year 2026, we performed our annual impairment testing of the remaining indefinite-lived intangible assets, with the assistance of a third party, which had a carrying amount of $1.5 million on March 31, 2026 and concluded that they were not impaired. No triggering events were identified in the fourth quarter of fiscal year 2026.
We will continue to monitor the value of our IP as part of our annual accounting policy for impairment of long-lived assets. The primary impairment indicators that may arise in the near future are (1) any sustained decline in our Common Stock market price and (2) FDA decisions on similar competing technologies that are applying for Phase 1 approval.
We continue to operate in a highly competitive environment, rising cost of capital and experience liquidity challenges. Accordingly, we may have to adjust our cash flow projections and valuation assumptions in the near future to account for
market trends and any changes to our research and development plans. Any such future adjustments may lead to material future impairments in the IP and other related assets.
Our remaining critical accounting estimates remain consistent with the information disclosed in the same section in our last annual report on Form 10-K for the year ended June 30, 2025.
In addition to the aforementioned critical accounting estimates, the following accounting policies and estimates have been highlighted as significant because changes to certain judgments and assumptions inherent in these policies could affect our consolidated financial statements:
| • | revenue recognition; |
| • | legal and contractual contingencies; |
| • | research and development expenses; and |
| • | share-based compensation expenses. |
We base our estimates, to the extent possible, on historical experience. Historical information is modified as appropriate based on current business factors and various assumptions that we believe are necessary to form a basis for making judgments about the carrying value of assets and liabilities. We evaluate our estimates on an ongoing basis and make changes when necessary. Actual results could differ from our estimates. See Note 3 - Summary of Significant Accounting Policies - for a complete discussion of our significant accounting policies and estimates