Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

November 9, 2023

________________

INTEGRATED BIOPHARMA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

001-31668	22-2407475
(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

225 Long Avenue

Hillside, New Jersey 07205

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(973) 926-0816

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 9, 2023, Integrated Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1		Press Release dated November 9, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EXHIBIT INDEX


Exhibit		Description

99.1		Press Release dated November 9, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTEGRATED BIOPHARMA, INC.

Date: November 9, 2023	By: /s/ Dina L Masi
	Dina L Masi
	Chief Financial Officer

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Exhibit 99.1

NEWS RELEASE for November 9, 2023

Contact: Dina Masi, CFO

Integrated BioPharma, Inc.

investors@ibiopharma.com

888.319.6962

Integrated BioPharma Reports Results for its Quarter Ended September 30, 2023

HILLSIDE, NEW JERSEY (November 9, 2023) - Integrated BioPharma, Inc. (OTCQX: INBP) (the “Company” or “INBP”) reports its financial results for the quarter ended September 30, 2023.

Revenue for the quarter ended September 30, 2023 was $12.9 million compared to $12.3 million for the quarter ended September 30, 2022, an increase of $0.6 million or approximately 4.9%. The Company had an operating loss for the quarter ended September 30, 2023 of approximately $54,000 compared to operating income of approximately $30,000 for the quarter ended September 30, 2022.

For the quarter ended September 30, 2023, the Company had a net loss of approximately $59,000 or $0.00 per share of common stock, compared with a net loss of $35,000 or $0.00 per share of common stock for the quarter ended September 30, 2022. The Company’s diluted net income per share of common stock for the quarters ended September 30, 2023 and 2022 were each $0.00 per share of common stock.

“Our revenue increased by approximately 5% in the quarter ended September 30, 2023 from the quarter ended September 30, 2022 and our revenue from our two largest customers in our Contract Manufacturing Segment represented approximately 91% and 85% of total revenue in the quarters ended September 30, 2023 and 2022, respectively,” stated the Co-Chief Executive Officers of the Company, Riva Sheppard and Christina Kay.

A summary of our financial results for the three months ended September 30, 2023 and 2022 follows:

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
(unaudited)
	Three Months Ended
	September 30,
	2023			2022

Total revenue	$	12,915		$	12,326
Cost of sales		12,083			11,329
Gross profit		832			997
Selling and administrative expenses		886			967
Operating (loss) income		(54	)		30
Other income (expense), net ⁽¹⁾		8			(14	)

(Loss) income before income taxes		(46	)		16
Income tax expense, net		(13	)		(51	)
Net loss		(59	)	$	(35	)

Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding - basic and diluted		29,965,914			29,949,610

⁽¹⁾ Includes interest expense of $13 in each period.

About Integrated BioPharma Inc. (INBP)

Integrated BioPharma, Inc. (“INBP”) is engaged primarily in the business of manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. Further information is available at ir.ibiopharma.com.

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they never materialize or prove incorrect, could cause the results of INBP to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” believes,” intends,” “estimates,” “should,” “would,” “strategy,” “plan” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are not guarantees of future performance. Such statements speak only as of the date hereof, are subject to change and should not be relied upon for investment purposes. INBP undertakes no obligation to revise or update any statements for any reasons. The risks, uncertainties and assumptions include, among others, changes in general economic and business conditions; loss of market share through competition; introduction of competing products by other companies; the timing of regulatory approval and the introduction of new products by INBP; changes in industry capacity; pressure on prices from competition or from purchasers of INBP’s products; regulatory changes in the pharmaceutical manufacturing industry and nutraceutical industry; regulatory obstacles to the introduction of new technologies or products that are important to INBP; availability of qualified personnel; the loss of any significant customers or suppliers; the impact of the war in Ukraine; the impact of the Israel-Hamas war; the tightened labor markets and inflation; and other risks and uncertainties described in the section entitled “Risk Factors” in INBP’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. Accordingly, INBP cannot give assurance that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of INBP.

Document And Entity Information	Nov. 09, 2023
Document Information [Line Items]
Entity, Registrant Name	INTEGRATED BIOPHARMA, INC.
Document, Type	8-K
Document, Period End Date	Nov. 09, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-31668
Entity, Tax Identification Number	22-2407475
Entity, Address, Address Line One	225 Long Avenue
Entity, Address, City or Town	Hillside
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07205
City Area Code	973
Local Phone Number	926-0816
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001016504