iBio, Inc. Stock Compensation Disclosure

18.    Share-Based Compensation

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

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In addition, share-based compensation expense included in loss from discontinued operations totaled approximately $62,000 for the year ended June 30, 2024.

Stock Options

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

On December 9, 2023, the Company adopted 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 is 1,200,000 shares (the “Limit”).  In addition, such Limit shall 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; 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 date the Plan is approved by the stockholders.

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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, 2025 by 458,383 shares for a total number of awards that can be made under the 2023 Plan of 1,658,383 shares.

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Under the 2023 Plan, 138,150 common shares have been issued pursuant to past grants, 1,123,800 common shares are reserved for past grants, and the remaining 396,433 common are available for future grants as of June 30, 2025.

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

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On December 9, 2020, the Company adopted the 2020 Plan for employees, officers, directors and external service providers. The total number of shares of Common Stock reserved under the 2020 Plan is 64,000 shares of Common Stock for issuance pursuant to the grant of new awards under the 2020 Plan. The 2020 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 2020 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 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 of Directors may make exceptions to such limits in extraordinary circumstances. The term of the 2020 Plan will expire on the tenth anniversary of the date the Plan is approved by the stockholders.

Vesting of service awards is 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, 23,229 common shares have been issued pursuant to past grants, 26,635 common shares are reserved for past grants, and the remaining 14,136 common shares will no longer be available for future grants as of June 30, 2025.

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

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Issuances of stock options during the year ended June 30, 2024 were as follows:

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The following table summarizes all stock option activity during the years ended June 30, 2025 and 2024:

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The following table summarizes information about options outstanding and exercisable at June 30, 2025:

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The total fair value of stock options that vested during 2025 and 2024 was approximately $1,507,000 and $1,644,000, respectively. 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. No stock options were exercised during 2024. As of June 30, 2025, there was approximately $2,658,000 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.

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The weighted-average grant date fair value of stock options granted during 2025 and 2024 was $3.19 and $1.90 per share, respectively. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:

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The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $0.76 as of June 30, 2025 and $2.11 as of June 30, 2024, which would have been received by the option holders had all option holders exercised their options as of that date.

Restricted Stock Units (“RSUs”):

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No RSUs were issued during the year ended June 30, 2025.

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Issuances of RSUs during the year ended June 30, 2024 were as follows:

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On January 26, 2024, the Company issued RSUs to acquire 78,800 shares of Common Stock to various employees at a market value of $1.18 per share.  The RSUs vest quarterly over a one-year period. The grant date fair value of the RSUs totaled approximately $93,000.

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As of June 30, 2025, there was approximately $216 of total unrecognized compensation cost related to non-vested RSUs that the Company expects to recognize over a weighted-average period of 0.16 years.