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):

January 23, 2009

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)	(IRS 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)

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 13, 2009, Integrated Biopharma, Inc (the “Company”) issued a press release announcing the determination by the Company’s Board of Director’s on January 23, 2009 to cause the delisting of the Company’s common stock, par value $0.002 per share (the “Common Stock”), from the NASDAQ Stock Market LLC (“NASDAQ”).  The Company has submitted written notice to NASDAQ of its intent to voluntarily withdraw the listing of its Common Stock from NASDAQ.  The Common Stock ceased trading on NASDAQ on February 27, 2009 and has been quoted over the counter on the Pink Sheets, a centralized electronic quotation service for over-the-counter securities, since February 27, 2009.

On or about April 13, 2009, the Company intends to file a Form 25 with the Securities Exchange Commission (“SEC”) to complete the voluntary delisting of the Common Stock from NASDAQ, which Form 25 will become effective 10 days after the filing date.

A copy of the press release relating to this announcement is attached as Exhibit 99.1 hereto.

ITEM 9.01     Financial Statements and Exhibits

     Exhibit 99.1    Press Release

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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.

Date: April 13, 2009 INTEGRATED BIOPHARMA, INC.

By:     /s/ Dina L. Masi

Dina L. Masi

Chief Financial Officer

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EX-99

NEWS RELEASE for April 13, 2009

Contact:	Dina Masi, CFO
	Integrated BioPharma, Inc.
	Investors@ibiopharma.com
	888.319.6962

INTEGRATED BIOPHARMA, INC. ANNOUNCES VOLUNTARY
DELISTING OF ITS COMMON STOCK

HILLSIDE, NJ, April 13, 2009 -- Integrated BioPharma, Inc. (the “Company”) (INBP.PK) today announced that it has notified the NASDAQ Stock Market LLC its intention to voluntarily delist its common stock from the NASDAQ Global Market. The decision to voluntarily delist will eliminate listing fees and result in reduced expenses associated with compliance efforts, such as professional fees and administrative costs.

The Company anticipates that, on or about April 13, 2009, it will file with the Securities and Exchange Commission (“SEC”) a Form 25 relating to the delisting of the Company’s common stock, with the delisting to be effective ten days thereafter.

As a result of the delisting application, on February 27, 2009, the Company ceased trading on the NASDAQ Global Market. Since February 27, 2009, the Company’s common stock has been traded on the Pink Sheets, a centralized electronic quotation system for over-the-counter securities.

About Integrated BioPharma, Inc.

Integrated BioPharma, Inc. (“Integrated BioPharma”) is a unique grouping of companies presently serving the varied needs of the health care industry. Through its core nutraceutical business, the Company creates, develops, manufactures and markets products worldwide. Through its subsidiary, AgroLabs, Inc., Integrated BioPharma distributes and markets healthful nutritional products under the following brands: Naturally Aloe, Naturally Noni, Naturally Pomegranate, Naturally Thai Mangosteen and most recently, Naturally Superberry Upgrade among various other nutritional products. Additionally, through its subsidiary, InB:Manhattan Drug Company, INBP manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers. Further information is available at http://www.integratedbiopharma.com.

Forward-Looking Statements

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. 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.