SecProbe.io

March 10, 2020
Robert B. Kay
Chief Executive Officer
iBio, Inc.
600 Madison Avenue, Suite 1601
New York, New York 10022
Re:iBio, Inc.
Registration Statement on Form S-3
Filed February 28, 2020
File No. 333-236735
Dear Mr. Kay:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed on February 28, 2020
Coverpage
1.It appears that you are relying on General Instruction I.B.6 of Form S-3. If true, please
revise your prospectus cover page to disclose the calculation of the aggregate market
value of your outstanding voting and nonvoting common equity and the amount of all
securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month
period that ends on, and includes, the date of the prospectus. Refer to Instruction 7 to
General Instruction I.B.6. Otherwise, please provide us your analysis demonstrating your
eligibility to use Form S-3.

 FirstName LastNameRobert B. Kay
 Comapany NameiBio, Inc.
 March 10, 2020 Page 2
 FirstName LastName
Robert B. Kay
iBio, Inc.
March 10, 2020
Page 2
Description of Debt Securities, page 10
2.We note the you are registering debt securities and that the prospectus and legal opinion
reference indentures.  Please amend your registration statement to file a form of indenture
as an exhibit to your filing. For further guidance, refer to Interpretations 201.02 and
201.04 of our Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
General
3.We refer to your February 3, 2020 press release concerning your collaboration with
Beijing CC-Pharming Ltd. to develop and test a new 2019-nCoV vaccine to be
manufactured using your FastPharming System(TM). Accordingly, please revise the
prospectus to address corporate developments concerning the coronavirus, or explain why
this information is not material to investors. In addition, please disclose the material terms
of the collaboration agreement referenced in your February 3 press release and file it as an
exhibit to your filing, or explain why it is not material to an investment decision.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Joseph McCann, Legal
Branch Chief,  at 202-551-6262, with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Abramowitz, Esq.