SEC Comment Letter for iBio, Inc. (IBIO) (CIK 0001420720) (IBIO) — Jul 19, 2011
iBio, Inc. (IBIO) (CIK 0001420720)
Date: July 19, 2011 · CIK: 0001420720 · Accession: 0000000000-11-043803
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File numbers found in text: 333-175420
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July 19, 2011 Via E-mail Robert B. Kay Chief Executive Officer iBio, Inc. 9 Innovation Way, Suite 100 Newark, Delaware 19711 Re: iBio, Inc. Registration Statement on Form S-3 Filed July 8, 2011 File No. 333-175420 Dear Mr. Kay: We have limited our review of your registrati on statement to the issue we have addressed in our comment. Please respond to this lette r by amending your registration statement as requested. If you do not believe our comment applies to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in a response. After reviewing any amendment to your re gistration statement or any information you provide in response to this comment, we may have additional comments. Information Incorporated by Reference, page 36 1. Please amend your registration statement to include among the documents you are incorporating by reference the Current Repor t on Form 8-K that you filed on June 23, 2011. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comment, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that: should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing; Robert B. Kay iBio, Inc. July 19, 2011 Page 2 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in th e above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Scot Foley at (202) 551- 3383 or me at (202) 551-3715 with any other questions. Sincerely, /s/ Jeffrey Riedler Jeffrey Riedler Assistant Director cc: Andrew Abramowitz, Esq. Andrew Abramowitz, PLLC 565 Fifth Avenue 9 th Floor New York, New York 10017