Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

____________

FORM 10-Q

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-31668

INTEGRATED BIOPHARMA, INC.

(Exact name of registrant, as specified in its charter)

Delaware	22-2407475
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

225 Long Ave., Hillside, New Jersey 07205

(Address of principal executive offices) (Zip Code)

(888) 319-6962

(Registrant’s telephone number, including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

						Smaller reporting company ☑
Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☑		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. 

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of February 12, 2024, there were 30,099,610 shares of common stock, $0.002 par value per share, of the registrant outstanding.

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES

FORM 10-Q QUARTERLY REPORT

For the Three Months Ended December 31, 2023

INDEX

		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2023 and 2022 (unaudited)	2
	Condensed Consolidated Balance Sheets as of December 31, 2023 and June 30, 2023 (unaudited)	3
	Condensed Consolidated Statement of Stockholders’ Equity for the Three and Six Months Ended December 31, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2022 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24

	Part II. Other Information

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosure	25

Item 5.	Other Information	25

Item 6.	Exhibits	25
	Other
Signatures		26

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Integrated BioPharma, Inc. and its subsidiaries (collectively, the “Company”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors 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 the Company; changes in industry capacity; pressure on prices from competition or from purchasers of the Company'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 the Company; availability of qualified personnel; the loss of any significant customers or suppliers; inflation and tightened labor markets; the impact of the war in Ukraine; the impact of the Israel-Hamas war and other factors both referenced and not referenced in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (“Form 10-K”), as filed with the SEC. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words, “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “project”, “may”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions investors that any forward-looking statements made by the Company are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to the Company, include, but are not limited to, the risks and uncertainties affecting their businesses described in Item 1A of the Company’s Form 10-K and in other filings by the Company with the SEC. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of its forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof and the Company does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

-1-

ITEM 1. FINANCIAL STATEMENTS

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

	Three months ended						Six months ended
	December 31,						December 31,
	2023			2022			2023			2022

Sales, net	$	11,509		$	12,254		$	24,424		$	24,580

Cost of sales		10,989			11,184			23,072			22,513

Gross profit		520			1,070			1,352			2,067

Selling and administrative expenses		972			1,103			1,858			2,070

Operating loss		(452	)		(33	)		(506	)		(3	)

Other income (expense), net
Interest income (expense), net		2			(8	)		10			(18	)
Other income (expense), net		(2	)		(4	)		(2	)		(8	)
Other income (expense), net		-			(12	)		8			(26	)

Loss before income taxes		(452	)		(45	)		(498	)		(29	)

Income tax (expense) benefit, net		70			(10	)		57			(61	)

Net loss	$	(382	)	$	(55	)	$	(441	)	$	(90	)

Basic and diluted net loss per common share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)

Weighted average common shares outstanding - basic and diluted		30,099,610			29,949,610			30,032,762			29,949,610

See accompanying notes to unaudited condensed consolidated financial statements.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share and per share amounts)

(Unaudited)

	December 31,			June 30,
	2023			2023
Assets
Current Assets:
Cash	$	732		$	1,316
Accounts receivable, net		3,733			4,511
Inventories		12,149			10,261
Other current assets		451			284
Total current assets		17,065			16,372

Property and equipment, net		1,558			1,653
Operating lease right-of-use assets (includes $1,679 and $2,061 with a related party)		2,247			2,623
Deferred tax assets, net		4,794			4,726
Security deposits and other assets		57			57
Total Assets	$	25,721		$	25,431

Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable	$	3,305		$	2,266
Accrued expenses and other current liabilities		1,576			1,632
Current portion of financed lease obligation		28			42
Current portion of operating lease liabilities (includes $788 and $772 with a related party)		924			888
Total current liabilities		5,833			4,828

Financed lease obligation		-			7
Operating lease liabilities (includes $891 and $1,289 with a related party)		1,322			1,735
Total liabilities		7,155			6,570

Commitments and Contingencies (Note 6)

Stockholders' Equity :
Common Stock, $0.002 par value; 50,000,000 shares authorized;
30,134,510 and 29,984,510 shares issued, respectively, and
30,099,610 and 29,949,610 shares outstanding, respectively		60			60
Additional paid-in capital		51,385			51,239
Accumulated deficit		(32,780	)		(32,339	)
Less: Treasury stock, at cost, 34,900 shares		(99	)		(99	)
Total Stockholders' Equity		18,566			18,861
Total Liabilities and Stockholders' Equity	$	25,721		$	25,431

See accompanying notes to unaudited condensed consolidated financial statements.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(in thousands, except share and per share amounts)

(Unaudited)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023:															Total
	Common Stock				Additional		Accumulated			Treasury Stock					Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity

Balance, July 1, 2023		29,984,510	$	60	$	51,239	$	(32,339	)		34,900	$	(99	)	$	18,861
Stock compensation expense for employee stock options		-		-		71		-			-		-			71
Shares issued upon exercise of employee stock options		150,000		-		13		-			-		-			13
Net loss		-		-		-		(59	)		-		-			(59	)
Balance, September 30, 2023		30,134,510		60		51,325		(32,398	)		34,900		(99	)		18,886
Stock compensation expense for employee stock options		-		-		62		-			-		-			62
Net loss		-		-		-		(382	)		-		-			(382	)
Balance, December 31, 2023		30,134,510	$	60	$	51,385	$	(32,780	)		34,900	$	(99	)	$	18,566

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2022:
															Total
	Common Stock				Additional		Accumulated			Treasury Stock					Stockholders'
	Shares		Par Value		Paid-in-Capital		Deficit			Shares		Cost			Equity

Balance, July 1, 2022		29,984,510	$	60	$	50,519	$	(32,305	)		34,900	$	(99	)	$	18,575
Stock compensation expense for employee stock options		-		-		81		-			-		-			81
Net loss		-		-		-		(35	)		-		-			(35	)
Balance, September 30, 2022		29,984,510		60		51,000		(32,340	)		34,900		(99	)		18,621
Stock compensation expense for employee stock options		-		-		86		-			-		-			86
Net loss		-		-		-		(55	)		-		-			(55	)
Balance, December 31, 2022		29,984,510	$	60	$	51,086	$	(32,295	)		34,900	$	(99	)	$	18,652

See accompanying notes to unaudited condensed consolidated financial statements.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share and per share amounts)

(Unaudited)

	Six months ended
	December 31,
	2023			2022
Cash flows provided by operating activities:
Net loss	$	(441	)	$	(90	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		155			181
Amortization of operating lease right-of-use assets		445			374
Stock based compensation		133			167
Change in deferred tax assets		(68	)		34
Other, Net		8			14
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net		778			379
Inventories		(1,888	)		791
Other current assets		(173	)		(187	)
Security deposits and other assets		-			(21	)
(Decrease) increase in:
Accounts payable		1,039			(232	)
Accrued expenses and other liabilities		(56	)		(89	)
Operating lease obligations		(446	)		(373	)
Net cash (used in) provided by operating activities		(514)			948

Cash flows from investing activities:
Purchase of property and equipment		(62	)		(82	)
Proceeds from sale of iBio Stock		-			4
Net cash used in investing activities		(62	)		(78	)

Cash flows from financing activities:
Advances (repayments) under revolving credit facility		-			(101	)
Proceeds from exercise of employee stock options		13			-
Payments under finance lease obligations		(21	)		(15	)
Net cash used in financing activities		(8	)		(116	)

Net (decrease) increase in cash		(584	)		754
Cash at beginning of period		1,316			331
Cash at end of period	$	732		$	1,085

Supplemental disclosures of cash flow information:
Interest paid	$	21	$	21
Income taxes paid	$	40	$	-
Supplemental disclosures of non-cash flow transactions:
Acquisition of right-of-use assets, net		69		1,560

See accompanying notes to unaudited condensed consolidated financial statements.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 1. Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements

Nature of Operations

Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States and Luxembourg. The Company was originally incorporated in the state of Delaware on August 31, 1995 under the name Chem International, Inc. On December 5, 2000, the Company changed its name to Integrated Health Technologies, Inc. and on January 29, 2003 changed its name to Integrated BioPharma, Inc. The Company restated its certificate of incorporation in Delaware in June 2006. The Company continues to do business as Chem International, Inc. with certain of its customers and certain vendors.

The Company’s business segments include: (a) Contract Manufacturing operated by Manhattan Drug Company, Inc. (“MDC”), which manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers and (b) Other Nutraceutical Businesses which includes the operations of (i) AgroLabs, Inc. (“AgroLabs”), which distributed healthful nutritional products for sale through major mass market, grocery and drug and vitamin retailers under the following brands: Peaceful Sleep, and Wheatgrass and other products introduced into the market using the AgroLabs name (these are referred to as our branded products); (ii) The Vitamin Factory (the “Vitamin Factory”), which sells private label MDC products, as well as our AgroLabs products, through the Internet, (iii) IHT Health Products, Inc. (“IHT”) a distributor of fine natural botanicals, including multi minerals produced under a license agreement, (iv) MDC Warehousing and Distribution, Inc. (“MDC Warehousing“), a service provider for warehousing and fulfilment services and (v) Chem International, Inc., a distributor of certain raw materials for DSM Nutritional Products LLC. The Vitamin Factory had no products available for sale and AgroLabs had no sales of its branded products in the three and six months ended December 31, 2023 and 2022.

Principles of Consolidation

The accompanying condensed consolidated financial statements for the interim periods are unaudited and include the accounts of Company. Intercompany transactions and accounts have been eliminated in consolidation.

Basis of Presentation of Interim Financial Statements

The accompanying condensed consolidated financial statements for the interim periods are unaudited and include the accounts of Integrated BioPharma, Inc., a Delaware corporation (together with its subsidiaries, the “Company”). The interim condensed consolidated financial statements have been prepared in conformity with Rule 8-03 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and therefore do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented have been included. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (“Form 10-K”), as filed with the SEC. The June 30, 2023 balance sheet was derived from audited financial statements,

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

but does not include all disclosures required by GAAP. The preparation of the unaudited condensed financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Ultimate results could differ from the estimates of management. The results of operations for the three and six months ended December 31, 2023 are not necessarily indicative of the results for the full fiscal year ending June 30, 2023 or for any other period.

Significant Accounting Policies

Revenue Recognition. The Company recognizes product sales revenue, the prices of which are fixed and determinable, when title and risk of loss have transferred to the customer, when estimated provisions for product returns, rebates, charge-backs and other sales allowances are reasonably determinable, and when collectability is reasonably assured. Accruals for these items are presented in the consolidated financial statements as reductions to sales. The Company’s net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, rebates, charge-backs and other allowances. Cost of sales includes the cost of raw materials and all labor and overhead associated with the manufacturing and packaging of the products. Gross margins are affected by, among other things, changes in the relative sales mix among our products and valuation and/or charge off of slow moving, expired or obsolete inventories. To perform revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps:

●

identification of the promised goods or services in the contract;

●

determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;

●

measurement of the transaction price, including the constraint on variable consideration;

●

allocation of the transaction price to the performance obligations based on estimated selling prices; and

●

recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

Income Taxes. The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

For the three months ended December 31, 2023 and 2022, the Company had a federal income tax benefit of $76 and $4, respectively and state income tax expense, net of approximately $6 and $14, respectively. For the six months ended December 31, 2023 and 2022, the Company had a federal tax benefit of $70 and a deferred tax expense of $17, respectively and state income tax expense, net of approximately $13 and $44, respectively.

Leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on its consolidated balance sheets. Finance leases are included in property and equipment, current portion of long term debt, and long-term debt obligation on our condensed consolidated statement of financial condition.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, the Company accounts for the lease and non-lease components as a single lease component.

Earnings Per Share. Basic earnings per common share amounts are based on weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, subject to anti-dilution limitations using the treasury stock method.

The following options and potentially dilutive shares for stock options were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would be anti-dilutive for the three and six months ended December 31, 2023 and 2022:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

Anti-dilutive stock options		4,996,850		4,597,283		4,996,850		4,597,283
Total anti-dilutive shares		4,996,850		4,597,283		4,996,850		4,597,283

Note 2. Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method and consist of the following:

	December 31,		June 30,
	2023		2023

Raw materials	$	9,892	$	6,859
Work-in-process		1,635		2,148
Finished goods		622		1,254
Total	$	12,149	$	10,261

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Note 3. Property and Equipment, net

Property and equipment, net consists of the following:

	December 31,			June 30,
	2023			2023

Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,371
Machinery and equipment		6,829			6,801
		9,450			9,422
Less: Accumulated depreciation and amortization		(7,892	)		(7,769	)
Total	$	1,558		$	1,653

Depreciation and amortization expense recorded on property and equipment was $78 and $93 for the three months and $155 and $181 for six months ended December 31, 2023 and 2022, respectively. Additionally, the Company disposed of property of $34 and $19 in the six months ended December 31, 2023 and 2022, respectively and in the three and six months ended December 31, 2023, recognized a loss on disposal of fixed assets of $2.

Note 4. Senior Credit Facility

As of December 31, 2023 and June 30, 2023, the Company had no debt outstanding under its Senior Credit Facility.

On March 16, 2023, the Company, MDC, AgroLabs, IHT, IHT Properties Corp. (“IHT Properties”) and Vitamin Factory (collectively, the “Borrowers”) amended the Revolving Credit, Term Loan and Security Agreement (the “Amended Loan Agreement”) with PNC Bank, National Association as agent and lender (“PNC”) and the other lenders party thereto entered into on June 27, 2012, as amended on February 19, 2016 and May 15, 2019.

The Amended Loan Agreement provides for a total of $11,585 in senior secured financing (the “Senior Credit Facility”) as follows: (i) discretionary advances (“Revolving Advances”) based on eligible accounts receivable and eligible inventory in the maximum amount of $8,000 (the “Revolving Credit Facility”), and (ii) a term loan in the amount of $3,585 (the “Term Loan”). The Senior Credit Facility is secured by all assets of the Borrowers, including, without limitation, machinery and equipment, real estate owned by IHT Properties, and common stock of iBio, Inc. ("iBio Stock") owned by the Company. Revolving Advances bear interest at PNC’s Base Rate (8.50% and 8.25% as of December 31, 2023 and June 30, 2023, respectively) or the Eurodollar Rate, at Borrowers’ option, plus 2.50%.

As of March 16, 2023, the Amended Loan Agreement provides that any loans, advances and/or other extensions of credit denominated in U.S. Dollars prior to March 16, 2023 that bear interest or are permitted to bear interest, and have fees, commissions or other amounts based on the London Interbank Offered Rate administered by the ICE Benchmark Administration (which may be referred to as the “Eurodollar Rate” ( “LIBOR”) shall thereafter bear interest based on the Term SOFR Rate plus the SOFR Adjustment . The Term SOFR Rate, for any day, shall be equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). The SOFR Adjustment is defined as 10 basis points (0.10%).

Upon and after the occurrence of any event of default under the Amended Loan Agreement, and during the continuation thereof, interest shall be payable at the interest rate then applicable plus 2%. The Senior Credit Facility matures on May 15, 2024 (the “Senior Maturity Date”).

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INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The principal balance of the Revolving Advances is payable on the Senior Maturity Date, subject to acceleration, based upon a material adverse event clause, as defined, subjective accelerations for borrowing base reserves, as defined or upon the occurrence of any event of default under the Amended Loan Agreement or earlier termination of the Amended Loan Agreement pursuant to the terms thereof. The Term Loan shall be repaid in eighty-four (84) consecutive monthly installments of principal, the first eighty-three (83) of which shall be in the amount of $43, commencing on the first business day of June 2019, and continuing on the first business day of each month thereafter, with a final payment of any unpaid balance of principal and interest payable on the Senior Maturity Date. The foregoing is subject to customary mandatory prepayment provisions and acceleration upon the occurrence of any event of default under the Amended Loan Agreement or earlier termination of the Amended Loan Agreement pursuant to the terms thereof. The Company satisfied all the principal payments under the Term Note on January 3, 2022.

The Revolving Advances are subject to the terms and conditions set forth in the Amended Loan Agreement and are made in aggregate amounts at any time equal to the lesser of (x) $8,000 or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions in the Amended Loan Agreement, of eligible accounts receivables (“Receivables Advance Rate”), plus (ii) up to the lesser of (A) 75%, subject to the provisions in the Amended Loan Agreement, of the value of the eligible inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of eligible inventory (as evidenced by the most recent inventory appraisal reasonably satisfactory to PNC in its sole discretion exercised in good faith) and (C) the inventory sublimit in the aggregate at any one time (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), minus (iii) the aggregate Maximum Undrawn Amount, as defined in the Amended Loan Agreement, of all outstanding letters of credit, minus (iv) such reserves as PNC may reasonably deem proper and necessary from time to time.

In connection with the Senior Credit Facility, the following loan documents were executed: (i) a Stock Pledge Agreement with PNC, pursuant to which the Company pledged to PNC the iBio Stock; (ii) a Mortgage and Security Agreement with PNC with IHT Properties; and (iii) an Environmental Indemnity Agreement with PNC.

Note 5. Significant Risks and Uncertainties

(a) Major Customers. In the three months ended December 31, 2023 and 2022, approximately 89% and 91%, respectively, of consolidated net sales were derived from two customers. These two customers are in the Company’s Contract Manufacturing Segment and represented approximately 70% and 23% and 70% and 25% in the three months ended December 31, 2023 and 2022, respectively of the Contract Manufacturing Segment net sales. In the six months ended December 31, 2023 and 2022, approximately 90% and 88% of consolidated net sales, respectively, were derived from the same two customers and net sales to these two customers represented approximately 73% and 21% in the six months ended December 31, 2023 and 66% and 27% of net sales in the six months ended December 31, 2022, respectively of the Contract Manufacturing Segment net sales. Accounts receivable from these two major customers represented approximately 78% and 84% of total net accounts receivable as of December 31 and June 30, 2023, respectively. Two other customers in the other Nutraceutical Segment, while not significant customers of the Company’s consolidated net sales, represented approximately 40% and 22% and 81% and 1% of net sales of the Other Nutraceutical Segment in the three months ended December 31, 2023 and 2022, and 41% and 28% and 66% and 15%, of net sales of the Other Nutraceutical Segment in the six months ended December 31, 2023 and 2022, respectively.

The loss of any of these customers could have an adverse effect on the Company’s operations. Major customers are those customers who account for more than 10% of net sales.

(b) Other Business Risks. Approximately 76% of the Company’s employees are covered by a union contract and are employed in its New Jersey facilities. The contract was renewed effective September 1, 2023 and will expire on August 31, 2026.

The Company has seen a negative impact in its margins due to inflation and tightened labor markets. The Company may not be able to timely increase its selling prices to its customer resulting from price increases from its suppliers due to various economic factors, including inflation, labor and shipping costs and its own increases in shipping, labor and other operating costs. The Company’s results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders it may receive from the Company’s significant customers.

- 10-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The Company continues to experience minimal supply chain disruptions relating to fuel refinery and transportation issues as it pertains to shipping. These issues first arose as result of the COVID-19 pandemic and other geo-political events. Currently, the drought in Panama is slowing down shipping container traffic, contributing to continued shipping delays in the receipt of certain raw materials used in the Company’s manufacturing process.

During the first quarter of calendar 2022, the war in Ukraine affected the Company’s customer’s business operations in Ukraine and Russia, resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affect the cross-border operations of businesses operating in Russia. In addition, many multinational companies ceased or suspended their operations in Russia. Therefore, the ability to continue operations in Russia by the Company’s customers is uncertain.

Additionally, the current Israel-Hamas war in the Middle East could negatively impact the sales and margins of the Company. Certain customers sell into Israel and the Company sources certain raw materials from Israel. If the Israel-Hamas war carries on for a significant time frame, it could have a negative impact on the sales and margins of the Company if the Company is unable to replace these sales with other sales and/or obtain the same raw materials at substantially the same price as currently paid.

Note 6. Leases and other Commitments and Contingencies

(a) Leases. The Company has operating and finance leases for its corporate and sales offices, warehousing and packaging facilities and certain machinery and equipment, including office equipment. The Company’s leases have remaining terms of less than 1 year to less than 5 years.

The components of lease expense for the three months ended December 31, 2023 and 2022, were as follows:

	Three months ended December 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals

Operating lease costs	$	210	$	42	$	281	$	210	$	29	$	239

Finance Lease Costs:
Amortization of right-of use assets	$	-	$	3		3	$	-	$	3	$	3
Total finance lease cost	$	-	$	3	$	3	$	-	$	3	$	3

- 11-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The components of lease expense for the six months ended December 31, 2023 and 2022, were as follows:

	Six months ended December 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals

Operating lease costs	$	421	$	81	$	502	$	421	$	46	$	467

Finance Lease Costs:
Amortization of right-of use assets		-	$	6	$	6	$	-	$	6	$	6
Total finance lease cost	$	-	$	6	$	6	$	-	$	6	$	6

Rent and lease amortization costs are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

Operating Lease Liabilities

Related Party Operating Lease Liabilities. Warehouse and office facilities are leased from Vitamin Realty Associates, LLC (“Vitamin Realty”), which is 100% owned by the estate of the Company’s former chairman, and a major stockholder and certain of his family members, who are the Co-Chief Executive Officers and directors of the Company. On January 5, 2012, MDC entered into a second amendment of lease (the “Second Lease Amendment”) with Vitamin Realty for its office and warehouse space in New Jersey increasing its rentable square footage from an aggregate of 74,898 square feet to 76,161 square feet and extending the expiration date to January 31, 2026. This Second Lease Amendment provided for minimum annual rental payments of $533, plus increases in real estate taxes and building operating expenses. On July 15, 2022, MDC entered into a third amendment of the lease (the “Third Lease Amendment”) with Vitamin Realty, increasing its rentable square footage to 116,175. The Third Lease Amendment provides for minimum annual rental payments of $842, plus increases in real estate taxes and the building operating expenses allocation percentage and is effective as of July 1, 2022.

Rent expense and lease amortization costs for the three months ended December 31, 2023 and 2022 on these leases were $338 and $321 respectively, and for the six months ended December 31, 2023 and 2022 were $642 and $637, respectively, and are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of December 31, 2023 and June 30, 2023, the Company had no current obligations to Vitamin Realty. Additionally, the Company has operating lease obligations of $1,679 and $2,061 with Vitamin Realty as noted in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2023 and June 30, 2023, respectively.

Other Operating Lease Liabilities. The Company has entered into certain non-cancelable operating lease agreements expiring up through May, 2027, related to office equipment.

- 12-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

As of December 31, 2023, the Company’s right-of-use assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment

Vitamin Realty Leases	$	1,679	$	788	$	891	$	1,755
Warehouse Lease		488		112		376		563
Transportation equipment lease		63		16		47		74
Office equipment leases		17		8		8		18
	$	2,247	$	924	$	1,322	$	2,410

As of June 30, 2023, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment

Vitamin Realty Leases	$	2,061	$	772	$	1,289	$	2,176
Warehouse lease		541		108		433		631
Office equipment leases		21		8		13		23
	$	2,623	$	888	$	1,735	$	2,830

As of December 31, 2023 and June 30, 2023, the Company’s weighted average discount rate and remaining term on operating lease liabilities were approximately 4.96% and 4.41% and 2.5 years and 2.9 years, respectively.

Financed Lease Obligation.

As of each December 31, and June 30, 2023, the Company’s weighted average discount rate for the outstanding finance lease obligation is 0% and the remaining term on finance lease obligation is approximately 0.7 years and 1.2 years, respectively. The related ROU asset and lease obligation are included in Property and Equipment, net and Finance Lease Obligation, respectively in the accompanying Condensed Consolidated Balance Sheet.

Supplemental cash flows information related to leases for the six months ended December 31, 2023, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	421	$	110	$	531
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		21		21

- 13-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Supplemental cash flows information related to leases for the six months ended December 31, 2022, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	421	$	46	$	467
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		15		15

Maturities of operating lease liabilities as of December 31, 2023 were as follows:

	Operating			Related Party			Finance
Year ending	Lease			Operating Lease			Lease
June 30,	Commitments			Commitment			Obligation		Total

2024, remaining	$	84		$	421		$	21	$	526
2025		169			842			7		1,018
2026		169			492			-		661
2027		169			-			-		169
2028		64			-			-		64
Total minimum lease payments		655			1,755			28		2,438
Imputed interest		(87	)		(76	)		-		(163	)
*Total*	$	568		$	1,679		$	28	$	2,275

(b) Legal Proceedings.

The Company is subject, from time to time, to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows.

Note 7. Related Party Transactions

Information related to related party transactions are disclosed in Note 6(a). Leases for related party lease transactions.

Note 8. Equity Transactions and Stock-Based Compensation

In November 2023, the Board of Directors authorized the issuance of up to 597,500 stock options to Company officers and employees. The Company issued 582,500 stock options with an exercise price ranging from $0.24 to $0.26, vesting over three years, with expiration terms of ten years from the date of grant.

Additionally, in July 2023, the Board of Directors authorized the issuance of 200,000 stock options (50,000 each) to the non-executive directors of with an exercise price of $0.33, vesting over one year, 25% at the end of each quarter ending September 30, 2023, December 21, 2023, March 31, 2024 and June 30, 2024.

For the three and six months ended December 31, 2023 and 2022, the Company incurred stock-based compensation expense of $61 and $86, and $133 and $167, respectively. The Company expects to record additional stock-based compensation of $328 over the remaining vesting periods of approximately one to three years for all non-vested stock options.

- 14-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

The Company used the following assumptions to calculate the fair value of the stock option grants using the Black-Scholes option pricing model on the measurement date during the six months ended December 31, 2023:

Risk Free Interest Rate		3.91% to 4.36	%
Volatility		116.9% to 131.7	%
Expected Term	7.5 to 10 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.24
Closing Price of Common Stock	$	0.26
Closing Price of Common Stock	$	0.33

The Company calculates expected volatility for a stock-based grant based on historic daily stock price observations of its common stock during the period immediately preceding the grant that is equal in length to the expected term of the grant. The expected term of the options is estimated based on the Company’s historical exercise rate and forfeiture rates are estimated based on employment termination experience. The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the term of the grants. The assumptions used in the Black-Scholes option valuation model are highly subjective, and can materially affect the resulting valuations.

A summary of the Company’s stock option activity, and related information for the six months ended December 31, 2023 follows:

				Weighted
				Average
				Exercise
	Options			Price

Outstanding as of June 30, 2023		4,376,284		$	0.35
Granted		782,500			0.27
Exercised		(150,000	)		0.09
Terminated		(11,934	)		0.61
Expired		-			-
Outstanding as of December 31, 2023		4,996,850		$	0.35
Exercisable at December 31, 2023		3,942,650		$	0.34

Note 9. Segment Information and Disaggregated Revenue

The basis for presenting segment results generally is consistent with overall Company reporting. The Company reports information about its operating segments in accordance with GAAP which establishes standards for reporting information about a company’s operating segments.

The Company has divided its operations into two reportable segments as follows: Contract Manufacturing, and Other Nutraceutical Businesses. International sales, concentrated primarily in Europe, for the three months ended December 31, 2023 and 2022 were $1,656 and $1,914, respectively and for the six months ended December 31, 2023 and 2022 were $3,265 and $2,473, respectively.

- 15-

INTEGRATED BIOPHARMA, INC. AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(Unaudited)

Financial information relating to the three months ended December 31, 2023 and 2022 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	*2023*	$	9,424	$	1,629	$	11,053	$	500	$	78	$	24
	2022		9,768		1,914		11,682		944		92		32

Other Nutraceutical Businesses	*2023*		429		27		456		20		-		-
	2022		572		-		572		126		1		-

Total Company	*2023*		9,853		1,656		11,509		520		78		24
	2022		10,340		1,914		12,254		1,070		93		32

Financial information relating to the six months ended December 31, 2023 and 2022 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	*2023*	$	20,252	$	3,238	$	23,490	$	1,313	$	154	$	59
	2022		20,770		2,473		23,243		1,767		179		82

Other Nutraceutical Businesses	*2023*		907		27		934		39		1		3
	2022		1,337		-		1,337		300		2		-

Total Company	*2023*		21,159		3,265		24,424		1,352		155		62
	2022		22,107		2,473		24,580		2,067		181		82

	Total Assets as of
	December 31,		June 30,
	2023		2023
Contract Manufacturing	$	19,496	$	19,507
Other Nutraceutical Businesses		6,225		5,924
Total Company	$	25,721	$	25,431

-16-

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATION (dollars in thousands)

Certain statements set forth under this caption constitute “forward-looking statements.” See “Disclosure Regarding Forward-Looking Statements” on page 1 of this Quarterly Report on Form 10-Q for additional factors relating to such statements. The following discussion should also be read in conjunction with the condensed consolidated financial statements of the Company and Notes thereto included herein and the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

The Company is engaged primarily in the manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company’s customers are located primarily in the United States and Luxembourg.

Business Outlook

Our future results of operations and the other forward-looking statements contained in this Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operation”, involve a number of risks and uncertainties—in particular, the statements regarding our goals and strategies, new product introductions, plans to cultivate new businesses, future economic conditions, revenue, pricing, gross margin and costs, competition, the tax rate, and potential legal proceedings. We are focusing our efforts to improve operational efficiency and reduce spending that may have an impact on expense levels and gross margin. In addition to the various important factors discussed above, a number of other important factors could cause actual results to differ significantly from our expectations. See the risks described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

For the six months ended December 31, 2023, our net sales from operations decreased by $156 to approximately $24,424 from approximately $24,580 in the six months ended December 31, 2022, less than 1%. Our net sales in the Contract Manufacturing Segment increased by $247 or approximately 1.1%, offset by a decrease in our Other Nutraceuticals Segment of $403. Net sales increased in our Contract Manufacturing Segment primarily due to increased sales volumes to Life Extension of $1,959 offset by decreases in the amounts of $1,482 and $ 230 from Herbalife and all other customers, respectively. Net sales in the six months ended December 31, 2023 were lower by approximately $403 from the in the six months ended December 31, 2022 in our Other Nutraceuticals Segment by $403, primarily due to MDC Warehousing and CII with decreased net sales in the amounts of $238 and $171, respectively. The declines were from two major customers in this segment, which represented 41% and 4% in the six months ended December 31, 2023 compared to 66% and 15% in the three months ended December 31, 2022. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

For the six months ended December 31, 2023, we had an operating loss of approximately $506, an increase of approximately $503 from the operating loss of approximately $3 for the six months ended December 31, 2022. Our profit margins decreased from approximately 8.4% of net sales in the six months ended December 31, 2022 to approximately 5.5% of net sales in the six months ended December 31, 2023, primarily as a result of the increased cost of sales of $559. The increase of $559 in the cost of goods sold amount is from increased manufacturing costs $585 and $116 from increased cost of goods in our Contract Manufacturing Segment offset by a decrease of $142 in our Other Nutraceuticals Segment. Our consolidated selling and administrative expenses decreased by approximately $212 or approximately 10.2% in the six months ended December 31, 2023 compared to the six months ended December 31, 2022. Our salaries and employee benefits decreased by approximately $100 as a result of decreased (i) bonuses of $43, (ii) base pay of $33 and (iii) payroll taxes and other employee benefits of $24. Other selling and administrative expenses decreased by $112 primarily as a result of decreased stock compensation expense of $34 and all other selling and administrative expenses of $78.

Our revenue from our two significant customers in our Contract Manufacturing Segment is dependent on their demand within their respective distribution channels for the products we manufacture for them. As in any competitive market, our ability to match or beat other contract manufacturers pricing for the same items may also alter our outlook and the ability to maintain or increase revenues. We will continue to focus on our core businesses and push forward in maintaining our cost structure in line with our sales and expanding our customer base. We believe that this focus will produce a reduction of the reliance on our two significant customers in our fiscal year ending June 30, 2025.

-17-

We have seen a negative impact in our margins due to inflation and tightened labor markets. We may not be able to timely increase our selling prices to our customers resulting from price increases from our suppliers due to various economic factors, including inflation, labor and shipping costs and our own increases in shipping, labor and other operating costs. Our results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders we may receive from our significant customers.

We continue to experience minimal supply chain disruptions relating to fuel refinery and transportation issues as it pertains to shipping. These issues first arose as result of the COVID-19 pandemic and other geo-political events. Currently, the drought in Panama is slowing down shipping container traffic, contributing to continued shipping delays in the receipt of certain raw materials used in our manufacturing process.

During the first quarter of calendar 2022, the war in Ukraine affected our customer’s business operations in Ukraine and Russia, resulting in the cancelation of some future orders. The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affect the cross-border operations of businesses operating in Russia. In addition, many multinational companies ceased or suspended their operations in Russia. Therefore, the ability to continue operations in Russia by our customers is uncertain.

Additionally, the current Israel-Hamas war in the Middle East could negatively impact our sales and margins. Certain of our customers sell into Israel and we source certain raw materials from Israel. If the Israel-Hamas war carries on for a significant time frame, it could have a negative impact on our sales and margins if we are unable to replace these sales with other sales and/or obtain the same raw materials at substantially the same price as currently paid.

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies in the three months ended December 31, 2023, except as disclosed in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q. Critical accounting policies and the significant estimates made in accordance with them are regularly discussed by management with our Audit Committee. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended June 30, 2023 and in Note 1. Principles of Consolidation and Basis of Presentation of the Condensed Financial Statements of the Company contained in this Quarterly Report on Form 10-Q.

-18-

Results of Operations (in thousands, except share and per share amounts)

Our results from operations in the following table, sets forth the income statement data of our results as a percentage of net sales for the periods indicated:

	For the three months						For the six months
	ended December 31,						ended December 31,
	2023			2022			2023			2022

Sales, net		100.0	%		100.0	%		100.0	%		100.0	%

Costs and expenses:
Cost of sales		95.5	%		91.3	%		94.5	%		91.6	%
Selling and administrative		8.4	%		9.0	%		7.6	%		8.4	%
		103.9	%		100.3	%		102.1	%		100.0	%
Loss from operations		(3.9%	)		(0.3%	)		(2.1%	)		(0.0%	)

Other income (expense), net
Interest income (expense), net		0.0	%		(0.1%	)		0.0	%		(0.1%	)
Other income (expense), net		(0.0%	)		0.0	%		(0.0%	)		0.0	%
Other income (expense), net		0.0	%		(0.1%	)		0.0	%		(0.1%	)


Loss before income taxes		(3.9%	)		(0.4%	)		(2.1%	)		(0.1%	)

Income tax benefit (expense), net		0.7	%		0.0	%		0.2	%		(0.3%	)

Net loss		(3.2%	)		(0.4%	)		(1.9%	)		(0.4%	)

For the Six Months Ended December 31, 2023 compared to the Six Months Ended December 31, 2022

Sales, net. Sales, net, for the six months ended December 31, 2023 and 2022 were $24,424 and $24,580, respectively, a decrease of 0.6%, and were comprised of the following:

	Six months ended				Dollar			Percentage
	December 31,				Change			Change
	2023		2022		2023 vs 2022			2023 vs 2022
	(amounts in thousands)
Contract Manufacturing:
US Customers	$	20,252	$	20,770	$	(518	)		(2.5%	)
International Customers		3,238		2,473		765			30.9	%
Net sales, Contract Manufacturing		23,490		23,243		247			1.1	%

Other Nutraceuticals:
US Customers		907		1,337		(430	)		(32.2%	)
International Customers		27		-		27			100.0	%
Net sales, Other Nutraceuticals		934		1,337		(403	)		(30.1%	)

*Total net sales*	$	24,424	$	24,580	$	(156	)		(0.6%	)

In the six months ended December 31, 2023 and 2022, a significant portion of our consolidated net sales, approximately 90% and 88%, were concentrated among two customers in our Contract Manufacturing Segment, Life Extension and Herbalife. Life Extension and Herbalife represented approximately 70% and 23% and 66% and 27%, respectively, of our Contract Manufacturing Segment’s net sales in the six months ended December 31, 2023 and 2022, respectively.

-19-

The decrease in net sales of approximately $156 in the six months ended December 31, 2023 was primarily the result of decreased sales in the Other Nutraceutical Segment of approximately $403, offset by the increase in the Contract Manufacturing Segment of $247, from the in the six months ended December 31, 2022. The decrease in our Other Nutraceuticals Segment by $403, was primarily due to MDC Warehousing and CII with decreased net sales in the amounts of $238 and $171, respectively. The declines were from two major customers in this segment, which represented 41% and 4% in the six months ended December 31, 2023 compared to 66% and 15% in the three months ended December 31, 2022. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

Cost of sales. Cost of sales increased by approximately $559 to $23,072 for the six months ended December 31, 2023, as compared to $22,513 for the six months ended December 31, 2022 or approximately 2.5%. Cost of sales increased as a percentage of sales to 94.5% for the six months ended December 31, 2023 as compared to 91.6% for the six months ended December 31, 2022. The increase of $559 in the cost of goods sold amount is from increased manufacturing costs $585 and $116 from increased cost of goods in our Contract Manufacturing Segment offset by a decrease of $142 in our Other Nutraceuticals Segment. The increase in the cost of goods sold as a percentage of net sales, was primarily the result of substantially the same sales in the Contract Manufacturing net sales used to offset the increased manufacturing overhead costs.

Selling and Administrative Expenses. There was a decrease in selling and administrative expenses of approximately $212 or approximately 10.2% in the six months ended December 31, 2023 compared to the six months ended December 31, 2022. As a percentage of sales, net, selling and administrative expenses were approximately 7.6% and 8.4% in the six months ended December 31, 2023 and 2022, respectively. Our salaries and employee benefits decreased by approximately $100 as a result of decreased (i) bonuses of $43, (ii) base pay of $33 and (iii) payroll taxes and other employee benefits of $24. Other selling and administrative expenses decreased by $112 primarily as a result of decreased stock compensation expense of $34 and all other selling and administrative expenses of $78.

Other income (expense), net. Other income (expense), net was approximately $8 for the six months ended December 31, 2023 compared to $(26) for the six months ended December 31, 2022, and was composed of:

	Six months ended
	December 31,
	2023			2022
	(dollars in thousands)
Interest income (expense), net	$	10		$	(18	)
Other expense, net		(2	)		(8	)
Other income (expense), net	$	8		$	(26	)

In the six months ended December 31, 2022, we sold our remaining iBio Stock, for a loss of $35 offset with an unrealized gain on the remaining iBio Stock of approximately $27, resulting in net other expense of $8,

Income tax benefit (expense), net. For the six months ended December 31, 2023 and 2022, we had a state income tax provision of approximately $13 and $44, respectively and federal income benefit of $70 and federal income tax expense of $17, in the six months ended December 31, 2023 and 2022, respectively.

Net loss. We had a net loss for the six months ended December 31, 2023 and 2022 of approximately $441 ad $90, respectively. The increase of approximately $351 in net losses was primarily the result of the increased operating loss of $503 offset, in part, by the change in the provision for income taxes of $118.

-20-

For the Three Months Ended December 31, 2023 compared to the Three Months Ended December 31, 2022

Sales, net. Sales, net, for the three months ended December 31, 2023 and 2022 were $12,509 and $12,254, respectively, a decrease of 6.1%, and are comprised of the following:

	Three months ended				Dollar			Percentage
	December 31,				Change			Change
	2023		2022		2023 vs 2022			2023 vs 2022
	(amounts in thousands)
Contract Manufacturing:
US Customers	$	9,424	$	9,738	$	(344	)		(3.5%	)
International Customers		1,629		1,914		(285	)		(14.9%	)
Net sales, Contract Manufacturing		11,053		11,682		(629	)		(5.4%	)

Other Nutraceuticals:
US Customers		429		572		(143	)		(25.05	)
International Customers		27		-		27			100	%
Net sales, Other Nutraceuticals		456		572		(116	)		7.5	%

*Total net sales*	$	11,509	$	12,254	$	(745	)		(6.1%	)

For the three months ended December 31, 2023 and 2022, a significant portion of our consolidated net sales, approximately 89% and 91%, respectively, were concentrated among two customers, Life Extension and Herbalife, in our Contract Manufacturing Segment. Life Extension and Herbalife, represented approximately 70% and 23% and 70% and 25%, respectively, of our Contract Manufacturing Segment’s net sales in the three months ended December 31, 2023 and 2022, respectively.

Revenues in the three months ended December 31, 2023 were lower than the three months ended December 31, 2022 in our Other Nutraceuticals Segment by $116, primarily due to a decrease of $175 from MDC Warehousing offset, in part, by an increase in sales from CII of $52. One customer that represented 81% of revenues in our Other Nutraceutical Segment in the three months ended December 31, 2022, declined by $282 in sales and represented 40% of sales in this segment for the three months ended December 31, 2023. This was offset by another customer in our Other Nutraceuticals Segment customer with increased sales of $83, increasing from representing 3% of sales in this segment in the three months ended December 31, 2022 to 22% in the three months ended December 31, 2023. The loss of any of these customers could have a significant adverse impact on our financial condition and results of operations.

The decrease in net sales of approximately $745 was primarily the result of decreased net sales in our Contract Manufacturing Segment of $629 primarily due to decreased sales volumes to Life Extension and Herbalife of $420 and $390, respectively.

Cost of sales. Cost of sales decreased by approximately $195 to $10,989 for the three months ended December 31, 2023, as compared to $11,184 for the three months ended December 31, 2022 or approximately 2%. Cost of sales increased as a percentage of sales to 95.5% for the three months ended December 31, 2023 as compared to 91.3% for the three months ended December 31, 2022. The increase in the cost of goods sold as a percentage of net sales, was primarily the result of the decreased net sales used to offset the fixed manufacturing overhead.

Selling and Administrative Expenses. There was a decrease in selling and administrative expenses of $132, approximately 12% in the three months ended December 31, 2023 as compared to the three months ended December 31, 2022. As a percentage of sales, net, selling and administrative expenses were approximately 8.4% and 9.0% in the three months ended December 31, 2023 and 2022, respectively. The decrease of $132 was primarily from decreases in (i) salaries and employee benefit costs of $63 ($43 in lower bonuses and $17 in lower employee benefits), (ii) stock compensation expense of $25 and (iii) all other selling and administrative expenses of $44.

-21-

Other income (expense), net. Other income (expense), net was approximately $0 for the three months ended December 31, 2023 compared to $(12) for the three months ended December 31, 2022, and is composed of:

	Three months ended
	December 31,
	2023			2022
	(dollars in thousands)
Interest income (expense)	$	2		$	(8	)
Other expense		(2	)		(4	)
Other expense, net	$	-		$	(12	)

In the three months ended December 31, 2023, we had a loss on disposals of machinery of $2 and in the three months ended December 31, 2022, we sold our remaining iBio Stock, for a loss of $35 which was offset by an unrealized gain on the remaining iBio Stock of approximately $31, for a net loss of $4.

Income tax benefit (expense), net. For the three months ended December 31, 2023 and 2022, we had federal income tax benefits of $76 and $4, respectively and state income tax expense, net of approximately $6 and $14, in the three months ended December 31, 2023 and 2022, respectively.

Net loss. We had a net loss of $382 and $55 in the three months ended December 31, 2023 and 2022, respectively. The increase of loss of approximately $327 was primarily the result of the decrease in operating income of $419 offset by the change in the provision for income taxes of $80.

Seasonality

The nutraceutical business can be seasonal. Due to our current customer base in our contract manufacturing segment, our fiscal quarter ending December 31st each year tends to be more than our average quarterly volume for the other three fiscal quarters in the fiscal year. This increase is based on their forecast of their customer base.

The Company believes that there are non-seasonal factors that may influence the variability of quarterly results including, but not limited to, general economic and industry conditions that affect consumer spending, changing consumer demands and current news on nutritional supplements. Accordingly, a comparison of the Company’s results of operations from consecutive periods is not necessarily meaningful, and the Company’s results of operations for any period are not necessarily indicative of future periods.

Liquidity and Capital Resources

The following table sets forth, for the periods indicated, the Company’s net cash flows used in operating, investing and financing activities, its period end cash and cash equivalents and other operating measures:

	For the six months ended
	December 31,
	2023			2022
	(dollars in thousands)

Net cash (used in) provided by operating activities	$	(514)		$	948
Net cash used in investing activities	$	(62	)	$	(78	)
Net cash used in financing activities	$	(8	)	$	(116	)

Cash at end of period	$	732		$	1,085

At December 31, 2023, our working capital was approximately $11,262, a decrease of $312 from our working capital of $11,544 at June 30, 2023. The decrease in our working capital was the result of our current liabilities increasing by of $1,005 and was offset by an increase in our current assets of $693, $1,888 from the increase in inventory offset primarily by decreases in accounts receivable, net and cash of $778 and $584, respectively.

-22-

Operating Activities

Net cash used in operating activities of $514 in the six months ended December 31, 2023 includes net loss of approximately $441. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $232. Net cash used in our operations in the six months ended December 31, 2023 included cash from our working capital assets and liabilities in the amount of approximately $746 and was primarily the result of an increase in our inventory of $1,888 and the decrease in operating lease obligations of $446 offset by an increase in accounts payable of $1,039 and the decrease in accounts receivable of $778.

Net cash provided by operating activities of $948 in the six months ended December 31, 2022 includes net loss of approximately $90. After excluding the effects of non-cash expenses, including depreciation and amortization, and changes in deferred tax assets, the adjusted cash provided from operations before the effect of the changes in working capital components was $680. Net cash provided by our operations in the six months ended December 31, 2023 included cash from our working capital assets and liabilities in the amount of approximately $268 and was primarily the result of decreases in our inventory and accounts receivable, net of $791 and $379, respectively, offset by an aggregate decrease in accounts payable, accrued expenses and other liabilities of $321 and operating lease obligations of $373 and an increase in prepaid expenses and other assets of $208.

Investing Activities

Cash used in investing activities of $62 in the six months ended December 31, 2023 was for the purchase of machinery and equipment.

Cash used in investing activities in the six months ended December 31, 2022 of approximately $78 was for the purchase of machinery and equipment of $82 offset by proceeds from the sale of iBio Stock in the amount of $4.

Financing Activities

Cash used in financing activities was approximately $8 for the six months ended December 31, 2023, and was primarily from principal payments under our financed lease obligations of $21, offset by proceeds from exercises of stock options of $13.

Cash used in financing activities was approximately $116 for the six months ended December 31, 2022, and was primarily from repayments of net advances under our revolving credit facility of $101 and principal payments under our financed lease obligations of $15.

As of December 31, 2023, we had cash of $732, funds available under our revolving credit facility of approximately $5,107 and working capital of approximately $11,232. We had an operating loss of $506, in the six months ended December 31, 2023, which included non-cash expenses of $288 such as amortization, depreciation and employee stock compensation expense. After taking into consideration our interim results and current projections, management believes that operations, together with the revolving credit facility will support our working capital requirements at least through the period ending February 12, 2025.

Our current total annual commitments at December 31, 2023 for long term non-cancelable leases of approximately $1,018 consists of obligations under operating leases for office and warehouse facilities and operating and finance lease obligations for the rental of machinery, transportation and office equipment.

Capital Expenditures

The Company's capital expenditures for the six months ended December 31, 2023 and 2022 were approximately $62 and $82, respectively. The Company has budgeted approximately $750 for capital expenditures for fiscal year 2024. The total amount is expected to be funded from lease financing and cash provided from the Company’s operations.

-23-

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recent Accounting Pronouncements

None.

Impact of Inflation

The Company may not be able to timely increase its selling prices to its customer resulting from price increases from its suppliers due to various economic factors, including inflation, labor and shipping costs and its own increases in shipping, labor and other operating costs. The Company’s results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders it may receive from the Company’s significant customers.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023, and, based upon this evaluation, the Co-Chief Executive Officers and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

-24-

Item 1A. Risk Factors

Inflation and tightened labor markets could have a negative impact on our financial results.

We are currently experiencing negative impacts on our margins due to inflation and tightened labor markets. We may not be able to timely increase our selling prices to our customers resulting from price increases from our suppliers due to various economic factors, including inflation, labor and shipping costs and our own increases in shipping, labor and other operating costs. Our results of operations may also be affected by economic conditions, including inflationary pressures, that can impact consumer disposable income levels and spending habits, thereby reducing the orders we may receive from our significant customers.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURE

Not Applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

(a) Exhibits

Exhibit

Number

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Co-Chief Executive Officers.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
32.1	Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Co-Chief Executive Officers.
32.2	Certification of periodic financial report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
101.INS***	Inline XBRL Instance	Furnished herewith
101.SCH***	Inline XBRL Taxonomy Extension Schema	Furnished herewith
101.CAL***	Inline XBRL Taxonomy Extension Calculation	Furnished herewith
101.DEF***	Inline XBRL Taxonomy Extension Definition	Furnished herewith
101.LAB***	Inline XBRL Taxonomy Extension Labels	Furnished herewith
101.PRE***	Inline XBRL Taxonomy Extension Presentation	Furnished herewith
104	Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

-25-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTEGRATED BIOPHARMA, INC.

Date: February 12, 2024	By: /s/ Christina Kay
	Christina Kay,
	Co-Chief Executive Officer

Date: February 12, 2024	By: /s/ Riva Sheppard
	Riva Sheppard,
	Co-Chief Executive Officer

Date: February 12, 2024	By: /s/ Dina L. Masi
	Dina L. Masi,
	Chief Financial Officer & Senior Vice President

-26-

-27-

Exhibit 31.1

Certification of Co-Chief Executive Officers

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

We, Christina Kay and Riva Sheppard each certify that:

1. I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;

2.	Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.	Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and we are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 12, 2024	By: /s/ Christina Kay
	Name: Christina Kay,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dina L. Masi, certify that:

I have reviewed this quarterly report on Form 10-Q of Integrated BioPharma, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 12, 2024	By: /s/ Dina L. Masi
	Name: Dina L. Masi
	Title: Chief Financial Officer & Senior Vice President
	(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christina Kay and Riva Sheppard, Co-Chief Executive Officers of Integrated BioPharma, Inc. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to their knowledge:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification accompanies the Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: February 12, 2024	By: /s/ Christina Kay
	Name: Christina Kay,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

	By: /s/ Riva Sheppard
	Name: Riva Sheppard,
	Title: Co-Chief Executive Officer
	(Co-Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 of Integrated BioPharma, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dina L. Masi, the Senior Vice President and Chief Financial Officer of Integrated BioPharma, Inc. certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to her knowledge:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

February 12, 2024	By: /s/ Dina L. Masi
	Name: Dina L. Masi
	Title: Chief Financial Officer & Senior Vice President
	(Principal Financial Officer)

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Dec. 31, 2023	Feb. 12, 2024
Document Information [Line Items]
Entity Central Index Key	0001016504
Entity Registrant Name	INTEGRATED BIOPHARMA INC
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-31668
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2407475
Entity Address, Address Line One	225 Long Ave.
Entity Address, City or Town	Hillside
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07205
City Area Code	888
Local Phone Number	319-6962
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		30,099,610

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Sales, net	$ 11,509	$ 12,254	$ 24,424	$ 24,580
Cost of sales	10,989	11,184	23,072	22,513
Gross profit	520	1,070	1,352	2,067
Selling and administrative expenses	972	1,103	1,858	2,070
Operating loss	(452)	(33)	(506)	(3)
Other income (expense), net
Interest income (expense), net	2	(8)	10	(18)
Other income (expense), net	(2)	(4)	(2)	(8)
Other income (expense), net	0	(12)	8	(26)
Loss before income taxes	(452)	(45)	(498)	(29)
Income tax (expense) benefit, net	70	(10)	57	(61)
Net loss	$ (382)	$ (55)	$ (441)	$ (90)
Basic and diluted net loss per common share (in dollars per share)	$ (0.01)	$ (0)	$ (0.02)	$ (0)
Weighted average common shares outstanding - basic and diluted (in shares)	30,099,610	29,949,610	30,032,762	29,949,610

Condensed Consolidated Statements of Financial Condition (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Current Assets:
Cash	$ 732	$ 1,316
Accounts receivable, net	3,733	4,511
Inventories	12,149	10,261
Other current assets	451	284
Total current assets	17,065	16,372
Property and equipment, net	1,558	1,653
Operating lease right-of-use assets (includes $1,679 and $2,061 with a related party)	2,247	2,623
Deferred tax assets, net	4,794	4,726
Security deposits and other assets	57	57
Total Assets	25,721	25,431
Current Liabilities:
Accounts payable	3,305	2,266
Accrued expenses and other current liabilities	1,576	1,632
Current portion of financed lease obligation	28	42
Operating Lease, Liability, Current	924	888
Total current liabilities	5,833	4,828
Financed lease obligation	0	7
Operating lease obligations	1,322	1,735
Total liabilities	7,155	6,570
Commitments and Contingencies (Note 6)
Stockholders' Equity :
Common Stock, $0.002 par value; 50,000,000 shares authorized; 30,134,510 and 29,984,510 shares issued, respectively, and 30,099,610 and 29,949,610 shares outstanding, respectively	60	60
Additional paid-in capital	51,385	51,239
Accumulated deficit	(32,780)	(32,339)
Less: Treasury stock, at cost, 34,900 shares	(99)	(99)
Total Stockholders' Equity	18,566	18,861
Total Liabilities and Stockholders' Equity	$ 25,721	$ 25,431

Condensed Consolidated Statements of Financial Condition (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Operating lease right-of-use assets	$ 2,247	$ 2,623
Current portion of operating lease liabilities	924	888
Operating lease liabilities	$ 1,322	$ 1,735
Common stock, par value (in dollars per share)	$ 0.002	$ 0.002
Common stock, authorized (in shares)	50,000,000	50,000,000
Common stock, issued (in shares)	30,134,510	29,984,510
Common stock, outstanding (in shares)	30,099,610	29,949,610
Treasury stock, shars (in shares)	34,900	34,900
Vitamin Realty LLC [Member]
Operating lease right-of-use assets	$ 1,679	$ 2,061
Current portion of operating lease liabilities	788	772
Operating lease liabilities	$ 891	$ 1,289

Condensed Consolidated Financial Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Total
Balance (in shares) at Jun. 30, 2022	29,984,510			34,900
Balance at Jun. 30, 2022	$ 60	$ 50,519	$ (32,305)	$ (99)	$ 18,575
Stock compensation expense for employee stock options	0	81	0	0	81
Net loss	0	0	(35)	0	(35)
Net loss	$ 0	0	(35)	$ 0	(35)
Balance (in shares) at Sep. 30, 2022	29,984,510			34,900
Balance at Sep. 30, 2022	$ 60	51,000	(32,340)	$ (99)	18,621
Balance (in shares) at Jun. 30, 2022	29,984,510			34,900
Balance at Jun. 30, 2022	$ 60	50,519	(32,305)	$ (99)	18,575
Net loss					(90)
Net loss					(90)
Balance (in shares) at Dec. 31, 2022	29,984,510			34,900
Balance at Dec. 31, 2022	$ 60	51,086	(32,295)	$ (99)	18,652
Balance (in shares) at Sep. 30, 2022	29,984,510			34,900
Balance at Sep. 30, 2022	$ 60	51,000	(32,340)	$ (99)	18,621
Stock compensation expense for employee stock options	0	86	0	0	86
Net loss	0	0	(55)	0	(55)
Net loss	$ 0	0	(55)	$ 0	(55)
Balance (in shares) at Dec. 31, 2022	29,984,510			34,900
Balance at Dec. 31, 2022	$ 60	51,086	(32,295)	$ (99)	18,652
Balance (in shares) at Jun. 30, 2023	29,984,510			34,900
Balance at Jun. 30, 2023	$ 60	51,239	(32,339)	$ (99)	18,861
Stock compensation expense for employee stock options	$ 0	71	0	$ 0	71
Shares issued upon exercise of employee stock options (in shares)	150,000			0
Shares issued upon exercise of employee stock options	$ 0	13	0	$ 0	13
Net loss	0	0	(59)	0	(59)
Net loss	$ 0	0	(59)	$ 0	(59)
Balance (in shares) at Sep. 30, 2023	30,134,510			34,900
Balance at Sep. 30, 2023	$ 60	51,325	(32,398)	$ (99)	18,886
Balance (in shares) at Jun. 30, 2023	29,984,510			34,900
Balance at Jun. 30, 2023	$ 60	51,239	(32,339)	$ (99)	$ 18,861
Shares issued upon exercise of employee stock options (in shares)					150,000
Net loss					$ (441)
Net loss					(441)
Balance (in shares) at Dec. 31, 2023	30,134,510			34,900
Balance at Dec. 31, 2023	$ 60	51,385	(32,780)	$ (99)	18,566
Balance (in shares) at Sep. 30, 2023	30,134,510			34,900
Balance at Sep. 30, 2023	$ 60	51,325	(32,398)	$ (99)	18,886
Stock compensation expense for employee stock options	0	62	0	0	62
Net loss	0	0	(382)	0	(382)
Net loss	$ 0	0	(382)	$ 0	(382)
Balance (in shares) at Dec. 31, 2023	30,134,510			34,900
Balance at Dec. 31, 2023	$ 60	$ 51,385	$ (32,780)	$ (99)	$ 18,566

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows provided by operating activities:
Net loss	$ (441)	$ (90)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	155	181
Amortization of operating lease right-of-use assets	445	374
Stock based compensation	133	167
Change in deferred tax assets	(68)	34
Other, Net	8	14
Changes in operating assets and liabilities:
Accounts receivable, net	778	379
Inventories	(1,888)	791
Other current assets	(173)	(187)
Security deposits and other assets	0	(21)
Accounts payable	1,039	(232)
Accrued expenses and other liabilities	(56)	(89)
Operating lease obligations	(446)	(373)
Net cash (used in) provided by operating activities	(514)	948
Cash flows from investing activities:
Purchase of property and equipment	(62)	(82)
Proceeds from sale of iBio Stock	0	4
Net cash used in investing activities	(62)	(78)
Cash flows from financing activities:
Advances (repayments) under revolving credit facility	0	(101)
Proceeds from exercise of employee stock options	13	0
Payments under finance lease obligations	(21)	(15)
Net cash used in financing activities	(8)	(116)
Net (decrease) increase in cash	(584)	754
Cash at beginning of period	1,316	331
Cash at end of period	732	1,085
Interest paid	21	21
Income taxes paid	40	0
Supplemental disclosures of non-cash flow transactions:
Acquisition of right-of-use assets, net	$ 69	$ 1,560

Note 1 - Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1. Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements

Nature of Operations

Principles of Consolidation

Basis of Presentation of Interim Financial Statements

Significant Accounting Policies

●

identification of the promised goods or services in the contract;

●

determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;

●

measurement of the transaction price, including the constraint on variable consideration;

●

allocation of the transaction price to the performance obligations based on estimated selling prices; and

●

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

Anti-dilutive stock options		4,996,850		4,597,283		4,996,850		4,597,283
Total anti-dilutive shares		4,996,850		4,597,283		4,996,850		4,597,283

Note 2 - Inventories

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Inventory Disclosure [Text Block]

Note 2. Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method and consist of the following:

	December 31,		June 30,
	2023		2023

Raw materials	$	9,892	$	6,859
Work-in-process		1,635		2,148
Finished goods		622		1,254
Total	$	12,149	$	10,261

Note 3 - Property and Equipment, Net

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Note 3. Property and Equipment, net

Property and equipment, net consists of the following:

	December 31,			June 30,
	2023			2023

Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,371
Machinery and equipment		6,829			6,801
		9,450			9,422
Less: Accumulated depreciation and amortization		(7,892	)		(7,769	)
Total	$	1,558		$	1,653

Note 4 - Senior Credit Facility

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 4. Senior Credit Facility

As of December 31, 2023 and June 30, 2023, the Company had no debt outstanding under its Senior Credit Facility.

Note 5 - Significant Risks and Uncertainties

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

Note 5. Significant Risks and Uncertainties

The loss of any of these customers could have an adverse effect on the Company’s operations. Major customers are those customers who account for more than 10% of net sales.

Note 6 - Leases and Other Commitments and Contingencies

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 6. Leases and other Commitments and Contingencies

The components of lease expense for the three months ended December 31, 2023 and 2022, were as follows:

	Three months ended December 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals

Operating lease costs	$	210	$	42	$	281	$	210	$	29	$	239

Finance Lease Costs:
Amortization of right-of use assets	$	-	$	3		3	$	-	$	3	$	3
Total finance lease cost	$	-	$	3	$	3	$	-	$	3	$	3

The components of lease expense for the six months ended December 31, 2023 and 2022, were as follows:

	Six months ended December 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals

Operating lease costs	$	421	$	81	$	502	$	421	$	46	$	467

Finance Lease Costs:
Amortization of right-of use assets		-	$	6	$	6	$	-	$	6	$	6
Total finance lease cost	$	-	$	6	$	6	$	-	$	6	$	6

Rent and lease amortization costs are included in cost of sales and selling and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

Operating Lease Liabilities

Other Operating Lease Liabilities. The Company has entered into certain non-cancelable operating lease agreements expiring up through May, 2027, related to office equipment.

As of December 31, 2023, the Company’s right-of-use assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment

Vitamin Realty Leases	$	1,679	$	788	$	891	$	1,755
Warehouse Lease		488		112		376		563
Transportation equipment lease		63		16		47		74
Office equipment leases		17		8		8		18
	$	2,247	$	924	$	1,322	$	2,410

As of June 30, 2023, the Company’s ROU assets, lease obligations and remaining cash commitment on these leases were as follows:

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment

Vitamin Realty Leases	$	2,061	$	772	$	1,289	$	2,176
Warehouse lease		541		108		433		631
Office equipment leases		21		8		13		23
	$	2,623	$	888	$	1,735	$	2,830

Financed Lease Obligation.

Supplemental cash flows information related to leases for the six months ended December 31, 2023, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	421	$	110	$	531
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		21		21

Supplemental cash flows information related to leases for the six months ended December 31, 2022, is as follows:

	Related Party - Vitamin Realty		Other Leases		Totals

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	421	$	46	$	467
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		15		15

Maturities of operating lease liabilities as of December 31, 2023 were as follows:

	Operating			Related Party			Finance
Year ending	Lease			Operating Lease			Lease
June 30,	Commitments			Commitment			Obligation		Total

2024, remaining	$	84		$	421		$	21	$	526
2025		169			842			7		1,018
2026		169			492			-		661
2027		169			-			-		169
2028		64			-			-		64
Total minimum lease payments		655			1,755			28		2,438
Imputed interest		(87	)		(76	)		-		(163	)
*Total*	$	568		$	1,679		$	28	$	2,275

(b) Legal Proceedings.

Note 7 - Related Party Transactions

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Note 7. Related Party Transactions

Information related to related party transactions are disclosed in Note 6(a). Leases for related party lease transactions.

Note 8 - Equity Transactions and Stock-based Compensation

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Equity [Text Block]

Note 8. Equity Transactions and Stock-Based Compensation

Risk Free Interest Rate		3.91% to 4.36	%
Volatility		116.9% to 131.7	%
Expected Term	7.5 to 10 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.24
Closing Price of Common Stock	$	0.26
Closing Price of Common Stock	$	0.33

A summary of the Company’s stock option activity, and related information for the six months ended December 31, 2023 follows:

				Weighted
				Average
				Exercise
	Options			Price

Outstanding as of June 30, 2023		4,376,284		$	0.35
Granted		782,500			0.27
Exercised		(150,000	)		0.09
Terminated		(11,934	)		0.61
Expired		-			-
Outstanding as of December 31, 2023		4,996,850		$	0.35
Exercisable at December 31, 2023		3,942,650		$	0.34

Note 9 - Segment Information and Disaggregated Revenue

6 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 9. Segment Information and Disaggregated Revenue

Financial information relating to the three months ended December 31, 2023 and 2022 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	*2023*	$	9,424	$	1,629	$	11,053	$	500	$	78	$	24
	2022		9,768		1,914		11,682		944		92		32

Other Nutraceutical Businesses	*2023*		429		27		456		20		-		-
	2022		572		-		572		126		1		-

Total Company	*2023*		9,853		1,656		11,509		520		78		24
	2022		10,340		1,914		12,254		1,070		93		32

Financial information relating to the six months ended December 31, 2023 and 2022 operations by business segment and disaggregated revenues was as follows:

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	*2023*	$	20,252	$	3,238	$	23,490	$	1,313	$	154	$	59
	2022		20,770		2,473		23,243		1,767		179		82

Other Nutraceutical Businesses	*2023*		907		27		934		39		1		3
	2022		1,337		-		1,337		300		2		-

Total Company	*2023*		21,159		3,265		24,424		1,352		155		62
	2022		22,107		2,473		24,580		2,067		181		82

	Total Assets as of
	December 31,		June 30,
	2023		2023
Contract Manufacturing	$	19,496	$	19,507
Other Nutraceutical Businesses		6,225		5,924
Total Company	$	25,721	$	25,431

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Dec. 31, 2023	Dec. 31, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]		Item 5. OTHER INFORMATION None.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Nature of Operations [Policy Text Block]

Nature of Operations

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation of Interim Financial Statements

Revenue from Contract with Customer [Policy Text Block]

●

identification of the promised goods or services in the contract;

●

determination of whether the promised goods or serves are performance obligations including whether they are distinct in the context of the contract;

●

measurement of the transaction price, including the constraint on variable consideration;

●

allocation of the transaction price to the performance obligations based on estimated selling prices; and

●

Income Tax, Policy [Policy Text Block]

Lessee, Leases [Policy Text Block]

Earnings Per Share, Policy [Policy Text Block]

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

Anti-dilutive stock options		4,996,850		4,597,283		4,996,850		4,597,283
Total anti-dilutive shares		4,996,850		4,597,283		4,996,850		4,597,283

Note 1 - Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements (Tables)

6 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

Anti-dilutive stock options		4,996,850		4,597,283		4,996,850		4,597,283
Total anti-dilutive shares		4,996,850		4,597,283		4,996,850		4,597,283

Note 2 - Inventories (Tables)

6 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	December 31,		June 30,
	2023		2023

Raw materials	$	9,892	$	6,859
Work-in-process		1,635		2,148
Finished goods		622		1,254
Total	$	12,149	$	10,261

Note 3 - Property and Equipment, Net (Tables)

6 Months Ended

Dec. 31, 2023

Notes Tables

Property, Plant and Equipment [Table Text Block]

	December 31,			June 30,
	2023			2023

Land and building	$	1,250		$	1,250
Leasehold improvements		1,371			1,371
Machinery and equipment		6,829			6,801
		9,450			9,422
Less: Accumulated depreciation and amortization		(7,892	)		(7,769	)
Total	$	1,558		$	1,653

Note 6 - Leases and Other Commitments and Contingencies (Tables)

6 Months Ended

Dec. 31, 2023

Notes Tables

Lease, Cost [Table Text Block]

	Three months ended December 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals

Operating lease costs	$	210	$	42	$	281	$	210	$	29	$	239

Finance Lease Costs:
Amortization of right-of use assets	$	-	$	3		3	$	-	$	3	$	3
Total finance lease cost	$	-	$	3	$	3	$	-	$	3	$	3

	Six months ended December 31,
	2023						2022
	Related Party - Vitamin Realty		Other Leases		Totals		Related Party - Vitamin Realty		Other Leases		Totals

Operating lease costs	$	421	$	81	$	502	$	421	$	46	$	467

Finance Lease Costs:
Amortization of right-of use assets		-	$	6	$	6	$	-	$	6	$	6
Total finance lease cost	$	-	$	6	$	6	$	-	$	6	$	6

Leases and Remaining Commitments [Table Text Block]

	Right-of-use Assets		Current Portion of Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment

Vitamin Realty Leases	$	1,679	$	788	$	891	$	1,755
Warehouse Lease		488		112		376		563
Transportation equipment lease		63		16		47		74
Office equipment leases		17		8		8		18
	$	2,247	$	924	$	1,322	$	2,410

	Right-of-use Assets		Current Portion Operating Lease Obligations		Operating Lease Obligations		Remaining Cash Commitment

Vitamin Realty Leases	$	2,061	$	772	$	1,289	$	2,176
Warehouse lease		541		108		433		631
Office equipment leases		21		8		13		23
	$	2,623	$	888	$	1,735	$	2,830

Supplemental Cash Flow Information, Leases [Table Text Block]

	Related Party - Vitamin Realty		Other Leases		Totals

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	421	$	110	$	531
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		21		21

	Related Party - Vitamin Realty		Other Leases		Totals

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	421	$	46	$	467
Operating cash flows from finance leases		-		-		-
Financing cash flows from finance lease obligations		-		15		15

Lessee, Operating Lease and Finance Lease, Liability, Maturity [Table Text Block]

	Operating			Related Party			Finance
Year ending	Lease			Operating Lease			Lease
June 30,	Commitments			Commitment			Obligation		Total

2024, remaining	$	84		$	421		$	21	$	526
2025		169			842			7		1,018
2026		169			492			-		661
2027		169			-			-		169
2028		64			-			-		64
Total minimum lease payments		655			1,755			28		2,438
Imputed interest		(87	)		(76	)		-		(163	)
*Total*	$	568		$	1,679		$	28	$	2,275

Note 8 - Equity Transactions and Stock-based Compensation (Tables)

6 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Risk Free Interest Rate		3.91% to 4.36	%
Volatility		116.9% to 131.7	%
Expected Term	7.5 to 10 years
Dividend Rate		0.00	%
Closing Price of Common Stock	$	0.24
Closing Price of Common Stock	$	0.26
Closing Price of Common Stock	$	0.33

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

				Weighted
				Average
				Exercise
	Options			Price

Outstanding as of June 30, 2023		4,376,284		$	0.35
Granted		782,500			0.27
Exercised		(150,000	)		0.09
Terminated		(11,934	)		0.61
Expired		-			-
Outstanding as of December 31, 2023		4,996,850		$	0.35
Exercisable at December 31, 2023		3,942,650		$	0.34

Note 9 - Segment Information and Disaggregated Revenue (Tables)

6 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	*2023*	$	9,424	$	1,629	$	11,053	$	500	$	78	$	24
	2022		9,768		1,914		11,682		944		92		32

Other Nutraceutical Businesses	*2023*		429		27		456		20		-		-
	2022		572		-		572		126		1		-

Total Company	*2023*		9,853		1,656		11,509		520		78		24
	2022		10,340		1,914		12,254		1,070		93		32

		Sales, Net						Segment
		U.S.		International				Gross				Capital
		Customers		Customers		Total		Profit		Depreciation		Expenditures
Contract Manufacturing	*2023*	$	20,252	$	3,238	$	23,490	$	1,313	$	154	$	59
	2022		20,770		2,473		23,243		1,767		179		82

Other Nutraceutical Businesses	*2023*		907		27		934		39		1		3
	2022		1,337		-		1,337		300		2		-

Total Company	*2023*		21,159		3,265		24,424		1,352		155		62
	2022		22,107		2,473		24,580		2,067		181		82

	Total Assets as of
	December 31,		June 30,
	2023		2023
Contract Manufacturing	$	19,496	$	19,507
Other Nutraceutical Businesses		6,225		5,924
Total Company	$	25,721	$	25,431

Note 1 - Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer, Including Assessed Tax	$ 11,509	$ 12,254	$ 24,424	$ 24,580
Deferred Federal Income Tax Expense (Benefit)	(76)	(4)	(70)	17
Deferred State and Local Income Tax Expense (Benefit)	6	14	13	44
Branded Products [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 0	$ 0	$ 0	$ 0

Note 1 - Nature of Operations, Principles of Consolidation and Basis of Presentation of Interim Financial Statements - Dilutive Shares For Stock Options (Details) - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Anti-dilutive stock options (in shares)	4,996,850	4,597,283	4,996,850	4,597,283
Share-Based Payment Arrangement, Option [Member]
Anti-dilutive stock options (in shares)	4,996,850	4,597,283	4,996,850	4,597,283

Note 2 - Inventories - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Raw materials	$ 9,892	$ 6,859
Work-in-process	1,635	2,148
Finished goods	622	1,254
Total	$ 12,149	$ 10,261

Note 3 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Depreciation	$ 78	$ 93	$ 155	$ 181
Fully Depreciated Property [Member]
Property, Plant and Equipment, Disposals			34	$ 19
Equipment [Member]
Gain (Loss) on Disposition of Property Plant Equipment	$ (2)		$ (2)

Note 3 - Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Property and equipment, gross	$ 9,450	$ 9,422
Less: Accumulated depreciation and amortization	(7,892)	(7,769)
Total	1,558	1,653
Land and Building [Member]
Property and equipment, gross	1,250	1,250
Leasehold Improvements [Member]
Property and equipment, gross	1,371	1,371
Machinery and Equipment [Member]
Property and equipment, gross	$ 6,829	$ 6,801

Note 4 - Senior Credit Facility (Details Textual) - Amended Loan Agreement [Member] $ in Thousands			3 Months Ended
	Mar. 16, 2023 USD ($)	May 15, 2019	Mar. 31, 2023	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)
Senior Notes	$ 11,585			$ 0	$ 0
Debt Instrument, Debt Default, Interest Rate Basic Spread		2.00%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument, Basis Spread on Variable Rate			0.10%
Term Loan [Member]
Debt Instrument, Face Amount	$ 3,585
Number of Consecutive Monthly Installments	84
Number of Consecutive Monthly Installments, Fixed Amount	83
Debt Instrument, Periodic Payment, Total	$ 43
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	8,000
Line of Credit Facility, Interest Rate at Period End				8.50%	8.25%
Line of Credit Facility Covenant Maximum Aggregate Revolving Advance	$ 8,000
Line of Credit Facility Covenant Aggregate Revolving Advance Receivables Advance Rate	85.00%
Line of Credit Facility Covenant Aggregate Revolving Advance Inventory Advance Rate	75.00%
Line of Credit Facility, Covenan,t Aggregate Revolving Advance, Appraised Liquidation Value, Inventory Advance Rate	85.00%
Revolving Credit Facility [Member] \| Eurodollar [Member]
Debt Instrument, Basis Spread on Variable Rate	2.50%

Note 5 - Significant Risks and Uncertainties (Details Textual)			3 Months Ended			6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Number of Major Customers			2
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Two Customers [Member]
Concentration Risk, Percentage			89.00%		91.00%	90.00%	88.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Major Customer 1 [Member] \| Contract Manufacturing [Member]
Concentration Risk, Percentage			70.00%		70.00%	73.00%	66.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Major Customer 1 [Member] \| Other Nutraceutical Business [Member]
Concentration Risk, Percentage			40.00%		81.00%	41.00%	66.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Major Customer 2 [Member] \| Contract Manufacturing [Member]
Concentration Risk, Percentage			23.00%		25.00%	21.00%	27.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Major Customer 2 [Member] \| Other Nutraceutical Business [Member]
Concentration Risk, Percentage			22.00%		1.00%	28.00%	15.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Two Customers [Member]
Concentration Risk, Percentage	78.00%	84.00%
Number of Major Customers						2
Number of Employees, Geographic Area [Member] \| Unionized Employees Concentration Risk [Member]
Concentration Risk, Percentage				76.00%

Note 6 - Leases and Other Commitments and Contingencies (Details Textual) $ in Thousands			3 Months Ended		6 Months Ended
	Jul. 01, 2023 USD ($)	Jan. 05, 2012 USD ($) ft²	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 15, 2023 ft²	Jun. 30, 2023 USD ($)	Jan. 04, 2012 ft²
Operating Lease, Liability, Current			$ 924		$ 924			$ 888
Unrelated Party [Member]
Operating Lease, Liability			$ 568		$ 568
Lessee, Operating Lease, Discount Rate			4.96%		4.96%			4.41%
Operating Lease, Weighted Average Remaining Lease Term (Year)			2 years 6 months		2 years 6 months			2 years 10 months 24 days
Lessee, Finance Lease, Discount Rate			0.00%		0.00%			0.00%
Finance Lease, Weighted Average Remaining Lease Term (Year)			8 months 12 days		8 months 12 days			1 year 2 months 12 days
Vitamin Realty LLC [Member]
Operating Lease, Expense			$ 338	$ 321	$ 642	$ 637
Operating Lease, Liability			1,679		1,679			$ 2,061
Vitamin Realty LLC [Member] \| Accounts Payable [Member]
Operating Lease, Liability, Current			$ 0		$ 0
Manhattan Drug Company [Member]
Area of Real Estate Property (Square Foot) \| ft²		76,161					116,175		74,898
Payments for Rent	$ 842	$ 533
Chairman, Chief Executive Office and Major Stockholder [Member]
Percent of Ownership for Warehouse and Office Facilities Leased						100.00%
Minimum [Member]
Lessee, Lease, Term of Contract (Year)			1 year
Maximum [Member]
Lessee, Lease, Term of Contract (Year)			5 years

Note 6 - Leases and Other Commitments and Contingencies - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Operating lease costs	$ 281	$ 239	$ 502	$ 467
Amortization of right-of use assets	3	3	6	6
Total finance lease cost	3	3	6	6
Unrelated Party [Member]
Operating lease costs	42	29	81	46
Amortization of right-of use assets	3	3	6	6
Total finance lease cost	3	3	6	6
Vitamin Realty LLC [Member]
Operating lease costs	210	210	421	421
Amortization of right-of use assets	0	0	0	0
Total finance lease cost	$ 0	$ 0	$ 0	$ 0

Note 6 - Leases and Other Commitments and Contingencies - Leases and Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
Operating lease right-of-use assets	$ 2,247	$ 2,623
Operating Lease, Liability, Current	924	888
Operating lease obligations	1,322	1,735
Remaining cash commitment	2,410	2,830
Operating lease obligations	1,322	1,735
Warehouse Lease [Member]
Operating lease right-of-use assets	488	541
Operating Lease, Liability, Current	112	108
Operating lease obligations	376	433
Remaining cash commitment	563	631
Operating lease obligations	376	433
Office Equipment Leases [Member]
Operating lease right-of-use assets	17	21
Operating Lease, Liability, Current	8	8
Operating lease obligations	8	13
Remaining cash commitment	18	23
Operating lease obligations	8	13
Vitamin Realty LLC [Member]
Operating lease right-of-use assets	1,679	2,061
Operating Lease, Liability, Current	788	772
Operating lease obligations	891	1,289
Remaining cash commitment	1,755	2,176
Operating lease obligations	$ 891	$ 1,289

Note 6 - Leases and Other Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating cash flows from operating leases	$ 531	$ 467
Operating cash flows from finance leases	0	0
Financing cash flows from finance lease obligations	21	15
Unrelated Party [Member]
Operating cash flows from operating leases	110	46
Operating cash flows from finance leases	0	0
Financing cash flows from finance lease obligations	21	15
Vitamin Realty LLC [Member]
Operating cash flows from operating leases	421	421
Operating cash flows from finance leases	0	0
Financing cash flows from finance lease obligations	$ 0	$ 0

Note 6 - Leases and Other Commitments and Contingencies - Minimum Rental Commitment for Long-term Non-cancelable Leases (Details) $ in Thousands	Dec. 31, 2023 USD ($)
2024, remaining, finance Lease Obligation	$ 21
2024, remaining	526
2025, finance Lease Obligation	7
2025	1,018
2026, finance Lease Obligation	0
2026	661
2027, finance Lease Obligation	0
2027	169
2028, finance Lease Obligation	0
2028	64
Total minimum lease payments, Capital Lease Obligation	28
Total minimum lease payments	2,438
Imputed interest, Capital Lease Obligation	0
Imputed interest	(163)
Total	2,275
Accounts Payable [Member]
Total, Capital Lease Obligation	28
Vitamin Realty LLC [Member]
2024, remaining, Operating Lease	421
2025, Operating Lease	842
2026, Operating Lease	492
2027, Operating Lease	0
2028, Operating Lease	0
Total minimum lease payments, Operating Lease	1,755
Imputed interest, Operating Lease	(76)
Total, Operating Lease	1,679
Unrelated Party [Member]
2024, remaining, Operating Lease	84
2025, Operating Lease	169
2026, Operating Lease	169
2027, Operating Lease	169
2028, Operating Lease	64
Total minimum lease payments, Operating Lease	655
Imputed interest, Operating Lease	(87)
Total, Operating Lease	$ 568

Note 8 - Equity Transactions and Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	Nov. 30, 2023	Jul. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					782,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in dollars per share)			$ 0.35		$ 0.35		$ 0.35
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Expense			$ 61	$ 133	$ 86	$ 167
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount				$ 328		$ 328
Share-Based Payment Arrangement, Option [Member] \| Minimum [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)			1 year
Share-Based Payment Arrangement, Option [Member] \| Maximum [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)			3 years
Share-Based Payment Arrangement, Option [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)		200,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)		1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in dollars per share)		$ 0.33
Share-Based Payment Arrangement, Option [Member] \| Director [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage		25.00%
Share-Based Payment Arrangement, Option [Member] \| Each Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)		50,000
Share-Based Payment Arrangement, Option [Member] \| Officers and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	3 years
Stock Option Plan 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)	582,500
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit (in dollars per share)	$ 0.24
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit (in dollars per share)	$ 0.26
Stock Option Plan 2023 [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)	597,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	10 years

Note 8 - Equity Transactions and Stock-based Compensation - Fair Value of Stock Option Using Black-Scholes Option Pricing Model (Details)	6 Months Ended
	Dec. 31, 2023 $ / shares
Minimum [Member]
Risk Free Interest Rate	3.91%
Volatility	116.90%
Dividend Rate	0.00%
Closing Price of Common Stock (in dollars per share)	$ 0.24
Maximum [Member]
Risk Free Interest Rate	4.36%
Volatility	131.70%
Closing Price of Common Stock (in dollars per share)	$ 0.33
Median [Member]
Closing Price of Common Stock (in dollars per share)	$ 0.26

Note 8 - Equity Transactions and Stock-based Compensation - Summary of the Company's Stock Option Activity, and Related Information (Details)	6 Months Ended
	Dec. 31, 2023 $ / shares shares
Balance (in shares) \| shares	4,376,284
Balance, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.35
Granted (in shares) \| shares	782,500
Granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.27
Exercised (in shares) \| shares	(150,000)
Exercised, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.09
Terminated (in shares) \| shares	(11,934)
Terminated, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.61
Expired (in shares) \| shares	0
Expired, weighted average exercise price (in dollars per share) \| $ / shares	$ 0
Balance (in shares) \| shares	4,996,850
Balance, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.35
Exercisable (in shares) \| shares	3,942,650
Exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.34

Note 9 - Segment Information and Disaggregated Revenue (Details Textual) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Number of Reportable Segments	2
Revenue from Contract with Customer, Including Assessed Tax	$ 11,509	$ 12,254	$ 24,424	$ 24,580
Europe and Canada [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 1,656	$ 1,914	$ 3,265	$ 2,473

Note 9 - Segment Information and Disaggregated Revenue - Operations by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Sales, net	$ 11,509	$ 12,254	$ 24,424	$ 24,580
Gross Profit	520	1,070	1,352	2,067
Depreciation	78	93	155	181
Capital Expenditures	24	32	62	82
Assets	25,721		25,721		$ 25,431
Contract Manufacturing [Member]
Sales, net	11,053	11,682	23,490	23,243
Gross Profit	500	944	1,313	1,767
Depreciation	78	92	154	179
Capital Expenditures	24	32	59	82
Assets	19,496		19,496		19,507
Other Nutraceutical Business [Member]
Sales, net	456	572	934	1,337
Gross Profit	20	126	39	300
Depreciation	0	1	1	2
Capital Expenditures	0	0	3	0
Assets	6,225		6,225		$ 5,924
UNITED STATES
Sales, net	9,853	10,340	21,159	22,107
UNITED STATES \| Contract Manufacturing [Member]
Sales, net	9,424	9,768	20,252	20,770
UNITED STATES \| Other Nutraceutical Business [Member]
Sales, net	429	572	907	1,337
Non-US [Member]
Sales, net	1,656	1,914	3,265	2,473
Non-US [Member] \| Contract Manufacturing [Member]
Sales, net	1,629	1,914	3,238	2,473
Non-US [Member] \| Other Nutraceutical Business [Member]
Sales, net	$ 27	$ 0	$ 27	$ 0