8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):  October 13, 2006


                           Integrated BioPharma, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

           000-28876                                     22-2407475
      (Commission File Number)                 (IRS Employer Identification No.)

           225 Long Avenue
         Hillside, New Jersey                                  07205
(Address of Principal Executive Offices)                     (Zip Code)

                                 (973) 926-0816
              (Registrant's Telephone Number, Including Area Code)


          (Former Name or Former Address, if Changed Since Last Report)

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))



Item 3.02        Unregistered Sales of Equity Securities

         On October 13, 2006, Integrated BioPharma, Inc. (the "Company") entered
into a Stock Redemption Agreement (the "Redemption Agreement") with Alexandra
Global Master Fund Ltd. ("Alexandra") to redeem all of the 650 shares of the
Company's Series B Redeemable Convertible Preferred Stock ("Preferred Stock")
held by Alexandra, at their aggregate stated value of $6.5 million plus related
dividends. The redemption was completed on October 16, 2006.

         Pursuant to the Redemption Agreement, in addition to cash consideration
of $6,747,397.26, representing the face amount of the Preferred Stock and the
related dividends, the Company also agreed to issue to Alexandra a warrant (the
"Additional Warrant") to purchase 100,000 shares of common stock of the Company
at an exercise price of $12 per share until October 2011, with the Additional
Warrant being exercisable at the option of the Company if the weighted average
price of the Company's common stock exceeds $18.00 for a twenty-trading day
period and other conditions are met. The Company further agreed to adjust the
warrant issued to Alexandra in 2004 in connection with the initial purchase of
the Preferred Stock to conform to the terms of the Additional Warrant.

         Also pursuant to the Redemption Agreement, the Company agreed to file a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") on behalf of Alexandra no later than April 1, 2007 covering
the 100,000 shares of the Company's common stock underlying the Additional
Warrant. Neither the Additional Warrant nor the shares of the Company's common
stock underlying the Additional Warrant have been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

         Subsequent to the redemption of Alexandra's shares of Preferred Stock,
only 25 shares of Preferred Stock held by another party remain outstanding.

         The Company announced the redemption of the shares of Preferred Stock
in a press release on October 18, 2006, which is attached hereto as Exhibit 99.1
and incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.      Description
- -----------      -----------
99.1             Press Release of Integrated BioPharma, Inc.,
                 issued on October 18, 2006



                                   SIGNATURES

         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 thereunto duly authorized.

                                             INTEGRATED BIOPHARMA, INC.


Date:  October 19, 2006                      By:/s/ Dina Masi
                                             ----------------
                                             Dina Masi
                                             Chief Financial Officer

EX-99

                                                                    Exhibit 99.1

Integrated BioPharma

NEWS RELEASE for October 18, 2006
Contact: Dina Masi, CFO
         Integrated BioPharma, Inc
         888-319-6962
         d.masi@ibiopharma.com


            INTEGRATED BIOPHARMA ANNOUNCES PREFERRED STOCK REDEMPTION

HILLSIDE, NEW JERSEY (October 18, 2006) - Integrated BioPharma, Inc. (AMEX:INB)
announced today the redemption of 650 shares of its Series B Redeemable
Convertible Preferred Stock ("Preferred Stock") held by Alexandra Global Master
Fund, Ltd., at their aggregate stated value of $6.5 million.

This Preferred Stock was issued and sold by the Company in April 2004, at a
price per share of $10,000, was entitled to receive dividends at the rate of
$700 per share per annum and had a liquidation preference of $10,000 per share.
The holder had rights until April 2007 to convert each share of Preferred Stock
into 1,000 shares of common stock of the Company (subject to certain
adjustments).

The redemption was funded by utilizing part of the unused balance of the
Company's $15.0 million credit line. In addition to cash consideration equal to
the face amount of the Preferred Stock and the related dividend, the Company
also agreed to issue to the holder 100,000 additional Warrants to purchase
common stock of the Company at a purchase price of $12 per share exercisable
until October 2011 and agreed to adjust the Warrants issued in 2004 in
connection with the initial purchase of the Preferred Stock to conform to the
new Warrants. The underlying common shares that would have been issuable upon
conversion were required to be and were registered under the Securities Act of
1933.

The early redemption of the Preferred Stock extinguished all rights and
preferences pertinent to the 650 shares of Preferred Stock, including actual
dividends, deemed dividends (which are required to be deducted in the
calculation of net income attributable to common shareholders and resulted in
decreases in net income of approximately $2.3 million in each of the last two
fiscal years), liquidation preferences and the right to convert the Preferred
Stock into 650,000 shares of the Company's common stock at $10 per share.
Subsequent to this redemption, only 25 shares of INB Preferred Stock held by
another party will remain outstanding.

"We believe the early redemption of the Preferred Stock that eliminated the
conversion rights at the $10 per share price and the deemed dividends and actual
cash dividends paid subsequent to the redemption date on these shares is very
much in the interest of the Company and its common shareholders", said E. Gerald
Kay, Chief Executive Officer.

About Integrated BioPharma Inc (INB)

Integrated BioPharma is a unique grouping of companies presently serving the
varied needs of the health care industry. Through its nutraceutical business,
the Company creates, develops, manufactures and markets products worldwide. The
Company's biotechnology business uses its patented plant-based technology to
produce vaccines and therapeutic antibodies. Its pharmaceutical business
operates a cGMP facility for the production and sale of Paclitaxel and related
drugs and provides technical services through its contract research
organization. Further information is available at www.iBioPharma.com.

Statements included in this release related to Integrated BioPharma, Inc. may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements involve a number of
risks and uncertainties such as competitive factors, technological development,
market demand, and the company's ability to obtain new contracts and accurately
estimate net revenues due to variability in size, scope and duration of
projects, and internal issues in the sponsoring client. Further information on
potential risk factors that could affect the company's financial results can be
found in the company's Reports filed with the Securities and Exchange
Commission.