Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

February 12, 2024

________________

INTEGRATED BIOPHARMA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

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

225 Long Avenue

Hillside, New Jersey 07205

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(973) 926-0816

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On February 12, 2024, Integrated Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

99.1		Press Release dated February 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EXHIBIT INDEX


Exhibit		Description

99.1		Press Release dated February 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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

	INTEGRATED BIOPHARMA, INC.

Date: February 12, 2024	By: /s/ Dina L Masi
	Dina L Masi
	Chief Financial Officer

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NEWS RELEASE for February 12, 2024

Contact: Dina Masi, CFO

Integrated BioPharma, Inc.

investors@ibiopharma.com

888.319.6962

Integrated BioPharma Reports Results for its Quarter Ended December 31, 2023

HILLSIDE, NEW JERSEY (February 12, 2024) - Integrated BioPharma, Inc. ((OTCQX: INBP)) (the “Company” or “INBP”) reports its financial results for the quarter ended December 31, 2023.

Revenue for the quarter ended December 31, 2023 was $11.5 million compared to $12.3 million for the quarter ended December 31, 2022, a decrease of $0.8 million or 6.5%. The Company had operating losses for the quarters ended December 31, 2023 and 2022, of approximately $0.5 million and $33,000, respectively.

Revenue for the six-month period ended December 31, 2023 was $24.4 million compared to $24.6 million for the six-month period ended December 31, 2022, a decrease of $0.2 million. The Company had operating losses for the six-month periods ended December 31, 2023 and 2022 of approximately 0.5 million and $3,000, respectively.

For the quarters ended December 31, 2023 and 2022, the Company had a net loss of approximately $0.4 million and $3,000, respectively. The Company’s net loss per share of common stock and diluted net loss per share of common stock for the quarters ended December 31, 2023 and 2022 were $0.01 and $0.00 per share of common stock, respectively.

For the six-month periods ended December 31, 2023 and 2022, the Company had a net loss of approximately $0.4 million and $0.1 million, respectively. The Company’s net loss per share of common stock and diluted net loss per share of common stock for the six months ended December 31, 2022 and 2022 were $0.02 and $0.00 per share of common stock, respectively.

“Our revenues were substantially the same in the six months ended in December 31, 2023 and 2022. Our revenue from our two largest customers in our Contract Manufacturing Segment remained consistent; representing approximately 90% and 91% of total revenue in the six-month period ended December 31, 2023 and 2022, respectively,” stated the Co-Chief Executive Officers of the Company, Riva Sheppard and Christina Kay. “We will continue to focus on our core businesses and expanding our customer base. We believe that this focus will reduce our reliance on our two significant customers in our fiscal year ending June 30, 2025,” the Co-CEOs further stated.

A summary of our financial results for the three and six months ended December 31, 2023 and 2022 follows:

INTEGRATED BIOPHARMA, INC. AND 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

Total revenue	$	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 ⁽¹⁾		-			(12	)		8			(26	)

Loss before income taxes		(452	)		(45	)		(498)			(29	)
Income tax benefit (expense), net		70			(10	)		57			(61	)
Net loss	$	(382	)	$	(55	)	$	(441	)	$	(90	)

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

Weighted average common shares outstanding - basic and diluted		30,099,610			29,949,610			30,032,762			29,929,610

⁽¹⁾ Includes interest expense of $13, $12, $26 and $25 and unrealized gain on investments, a non-cash item, of $0, $31, $0 and $27, respectively.

About Integrated BioPharma Inc. (INBP)

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

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

Document And Entity Information	Feb. 12, 2024
Document Information [Line Items]
Entity, Registrant Name	INTEGRATED BIOPHARMA, INC.
Document, Type	8-K
Document, Period End Date	Feb. 12, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-31668
Entity, Tax Identification Number	22-2407475
Entity, Address, Address Line One	225 Long Avenue
Entity, Address, City or Town	Hillside
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07205
City Area Code	(973)
Local Phone Number	926-0816
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001016504