Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On February 27, 2026, iBio, Inc., a Delaware corporation (the "Company"), entered into an Open Market Sale Agreement^SM (the "ATM Agreement") with Jefferies LLC ("Jefferies") providing for the sale by the Company of its shares of common stock, par value $0.001 per share (the "Common Stock"), from time to time, through or to Jefferies in an at-the-market offering program as set forth in the ATM Agreement.

Offers and sales of shares of Common Stock by the Company, if any, under the ATM Agreement, will be made pursuant to Company's shelf registration statement on Form S-3 (File No. 333-293864), filed with the Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), when declared effective, and the ATM prospectus included therein related to the offer and sale of up to $100,000,000 of shares of Common Stock. The Company makes no assurances as to whether the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement.

Pursuant to the ATM Agreement, the Company will set the parameters for the sale of shares of Common Stock, including the number of shares of Common Stock to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Agreement, Jefferies may sell the shares by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on the Nasdaq Capital Market or on any other existing trading market for the Common Stock, or in a block transaction. In addition, with the Company's prior approval, Jefferies may also sell shares in privately negotiated transactions in compliance with any applicable rules of the Nasdaq Stock Market.

Upon delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, Jefferies will use its commercially reasonable efforts, consistent with its normal sales and trading practices, to sell shares of Common Stock from time to time based upon the Company's instructions. The Company has no obligation to sell any shares of Common Stock under the ATM Agreement and may at any time suspend solicitation and offers under the ATM Agreement. Jefferies is not required to sell any specific number or dollar amount of securities and is not obligated to purchase any shares of Common Stock on a principal basis pursuant to the ATM Agreement.

The ATM Agreement provides that the Company will 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 ATM Agreement. The Company has agreed to provide Jefferies and certain of its affiliates with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also agreed to reimburse Jefferies for certain specified expenses in connection with entering into the ATM Agreement, including the reasonable fees and disbursements of Jefferies' counsel up to $100,000 plus, during the term of the ATM Agreement, excluding any period during which a suspension is in effect, (i) an additional $25,000 in connection with the Company's filing with the SEC of an Annual Report on Form 10-K, and (ii) $15,000 in connection with the filing with the SEC of: (a) an additional prospectus supplement or amendment or supplement to the Registration Statement; (b) a Quarterly Report on Form 10-Q; and (c) a Current Report on Form 8-K that contains certain financial information. The ATM Agreement contains customary representations and warranties and conditions to the placements of shares of Common Stock pursuant thereto. The obligation of Jefferies to sell shares under the ATM Agreement is subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement and other customary closing conditions.

The offering of shares of Common Stock pursuant to the ATM Agreement will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the ATM Agreement, or (ii) termination of the ATM Agreement as permitted therein by the Company or Jefferies.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.