Amended Statement of Beneficial Ownership (sc 13d/a)
April 11 2016 - 2:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
(Amendment No. 7)*
iBio,
Inc.
(Name of Issuer)
COMMON,
$0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
451033104
(CUSIP Number)
William
Sullivan, 10 Market Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS, 345-640-3300
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
April
7, 2016
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
*
The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 415033104
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13D
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Page
2
of
7
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EASTERN CAPITAL LIMITED
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
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8.
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SHARED VOTING POWER
33,744,000
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
33,744,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,744,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 415033104
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13D
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Page
3
of
7
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PORTFOLIO SERVICES LTD.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
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8.
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SHARED VOTING POWER
33,744,000
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
33,744,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,744,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 415033104
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13D
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Page
4
of
7
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KENNETH B. DART
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
-0-
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8.
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SHARED VOTING POWER
33,744,000
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9.
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SOLE DISPOSITIVE POWER
-0-
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10.
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SHARED DISPOSITIVE POWER
33,744,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,744,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 415033104
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13D
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Page
5
of
7
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Item 1. Security and Issuer.
This Amendment No. 7 to Schedule
13D relates to the common stock of iBio, Inc. (the “Issuer”), whose principal executive offices are located at 9 Innovation
Way Suite 100 Newark, DE 19711 United States.
Item 2. Identity
and Background.
This Amendment No. 7 to Schedule
13D is being filed by Eastern Capital Limited, Portfolio Services Ltd. and Kenneth B. Dart (collectively, the “Reporting
Persons”).
Eastern Capital Limited, 10 Market
Street #773, Camana Bay, Grand Cayman, KY1-9006, Cayman Islands, BWI, a Cayman Islands corporation, is an investment entity that
owns the shares of the Issuer’s common stock reported in this Schedule 13D. Kenneth B. Dart and Mark R. VanDevelde are directors
of Eastern Capital Limited.
Portfolio Services Ltd., 10 Market
Street #773, Camana Bay, Grand Cayman, KY1-9006, Cayman Islands, BWI, a Cayman Islands corporation, is a holding company which
owns all of the outstanding stock of Eastern Capital Limited. Kenneth B. Dart and Mark R. VanDevelde are directors of Portfolio
Services Ltd.
Kenneth B. Dart, P. O. Box 31300
SMB, Grand Cayman, Cayman Islands, BWI, a British Overseas Territory Citizen / Cayman Islands and businessman, is the beneficial
owner of all of the outstanding stock of Portfolio Services Ltd.
In the last five years, none of
the persons listed above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
In the last five years, none of the
persons listed above was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
Item 3. Source or
Amount of Funds or Other Consideration.
The source of funds used to acquire
the shares of the Issuer’s common stock was the working capital of Eastern Capital Limited.
Item 4. Purpose of Transaction.
Pursuant to a Share Purchase Agreement
(the “Second Purchase Agreement”) and following approval by the Shareholders on April 7, 2016, the Reporting Persons
have acquired 6,500,000 shares of Common Stock at a price per share of $0.622.
Item 5. Interest in Securities of the
Issuer.
Item
5(a)–(b)
Eastern Capital Limited beneficially
owns 33,744,000
shares of the Issuer’s common stock, representing 37.9% of the Issuer’s outstanding common stock.
Eastern Capital Limited has shared voting and dispositive power of the shares it beneficially owns with its parent, Portfolio Services
Ltd. and Kenneth B. Dart.
Portfolio Services Ltd., as the
owner of all of the outstanding shares of Eastern Capital Limited, indirectly beneficially owns 33,744,000
shares of the
Issuer’s common stock, representing 37.9% of the Issuer’s outstanding common stock. Portfolio Services Ltd. has shared
voting and dispositive power of the shares it beneficially owns.
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CUSIP No. 415033104
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13D
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Page
6
of
7
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Item
5(a)–(b)
As a result of Kenneth B. Dart’s ownership of
all of the outstanding shares of Portfolio Services Ltd., he indirectly beneficially owns 33,744,000
shares of the Issuer’s
common stock, representing 37.9% of the Issuer’s outstanding common stock. Kenneth B. Dart has shared voting and dispositive
power of the shares he beneficially owns.
Item 5(c)
The disclosure in Item 4 above
is incorporated by reference herein.
Items
5(d) and (e) - Not applicable
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Pursuant to the Second Purchase
Agreement, the Reporting Persons have agreed to a three-year standstill that provides, unless invited in writing with the approval
of a majority of the whole Board of Directors, the Reporting Persons will not acquire beneficial ownership of additional shares
of Common Stock such that to the extent that, following such acquisition, the Reporting Persons would beneficially own in excess
of 38% of the Issuer’s outstanding shares of Common Stock.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement
Exhibit 2 - Share Purchase Agreement, dated January 13, 2016,
between iBio, Inc. and Eastern Capital Limited, for the purchase of 6,500,000 shares of common stock (Incorporated herein by reference
to Exhibit 10.2 to the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission on January 14, 2016.
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CUSIP No. 415033104
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13D
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Page
7
of
7
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SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Eastern Capital Limited
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04/11/2016
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart, Director
Name/Title
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Portfolio Services Ltd.
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04/11/2016
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart, Director
Name/Title
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Kenneth B. Dart
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04/11/2016
Date
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/s/
Kenneth B. Dart
Signature
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Kenneth
B. Dart
Name/Title
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