0001102948-12-000002.txt : 20120629 0001102948-12-000002.hdr.sgml : 20120629 20120629212852 ACCESSION NUMBER: 0001102948-12-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100221 FILED AS OF DATE: 20120629 DATE AS OF CHANGE: 20120629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED BIOPHARMA INC CENTRAL INDEX KEY: 0001016504 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222407475 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 9739260816 MAIL ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED HEALTH TECHNOLOGIES INC DATE OF NAME CHANGE: 20020912 FORMER COMPANY: FORMER CONFORMED NAME: CHEM INTERNATIONAL INC DATE OF NAME CHANGE: 19960716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DESANTIS CARL CENTRAL INDEX KEY: 0001102948 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31668 FILM NUMBER: 12937215 MAIL ADDRESS: STREET 1: C/O CDS INTERNATIONAL HOLDINGS STREET 2: 3299 NW SECOND AVE CITY: BOCA RATON STATE: FL ZIP: 33431 4 1 primary_doc.xml PRIMARY DOCUMENT X0305 4 2010-02-21 0 0001016504 INTEGRATED BIOPHARMA INC INBP.OB 0001102948 DESANTIS CARL C/O CDS INTERNATIONAL HOLDINGS 3299 NW SECOND AVE BOCA RATON FL 33431 1 0 1 0 COMMON STOCK 2010-02-21 2010-02-21 4 J 0 50000 0 A 6321011 I by CD Financial, LLC COMMON STOCK 2010-05-21 2010-05-21 4 J 0 50000 0 A 6371011 I by CD Financial, LLC COMMON STOCK 2010-08-21 2010-08-21 4 J 0 50000 0 A 6421011 I by CD Financial, LLC COMMON STOCK 2010-11-21 2010-11-21 4 J 0 50000 0 A 6471011 I by CD Financial, LLC COMMON STOCK 2011-02-21 2011-02-21 4 J 0 50000 0 A 6521011 I by CD Financial, LLC COMMON STOCK 2011-05-21 2011-05-21 4 J 0 50000 0 A 6571011 I by CD Financial, LLC COMMON STOCK 2011-08-21 2011-08-21 4 J 0 50000 0 A 6621011 I by CD Financial, LLC COMMON STOCK 2011-11-21 2011-11-21 4 J 0 50000 0 A 6671011 I by CD Financial, LLC COMMON STOCK 2012-02-21 2012-02-21 4 J 0 50000 0 A 6721011 I by CD Financial, LLC COMMON STOCK 2012-05-21 2012-05-21 4 J 0 50000 0 A 6771011 I by CD Financial, LLC 6% secured convertible note due 2017 0.65 2012-06-27 4 P 0 1 A 2012-06-27 2017-07-07 Common Stock, par value $0.002 8230768 1 I by CD Financial, LLC Common stock issued to CD Financial, LLC ("CD Financial") on the eighth 90 day anniversary of February 21, 2008, pursuant to the Securities Purchase Agreement, dated as of February 21, 2008 (the "Original SPA"), by and between the Issuer and CD Financial, which was superseded by the Amended and Restated Securities Purchase Agreement, dated as of June 27, 2012, by and between the Issuer and CD Financial (the "SPA"). Common stock issued to CD Financial on the ninth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial on the tenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial upon the eleventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial upon the twelfth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial upon the thirteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial upon the fourteenth 90 day anniversary February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial upon the fifteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial upon the sixteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Common stock issued to CD Financial upon the seventeenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. Includes (i) 819,629 shares owned by CDS Group Holdings, LLC, of which the Reporting Person is a manager; (ii) 2,250,000 shares of common stock issuable upon the conversion of the 9.5% Convertible Senior Secured Note, dated as of February 21, 2008, issued by the Issuer and payable to the order of CD Financial, in the original principal amount of $4,500,000 ("Original Note"), which was superseded by the Amended and Restated Secured Convertible Secured Promissory Note, dated as of June 27, 2012, in the original principal amount of $5,300,000 (the "Convertible Note"), issued by the Issuer to CD Financial pursuant to the SPA; (iii) 2,206,293 shares of common stock owned by CD Financial, and (iv) 54,500 shares of common stock issuable upon exercise of presently exercisable stock options. The Reporting Person is a manager of CD Financial. The Convertible Note was issued by the Issuer to CD Financial pursuant to the SPA. The Reporting Person currently beneficially owns 12,751,750 shares of common stock of the Issuer, which includes (i) 819,629 shares owned by CDS Group Holdings, LLC, of which the Reporting Person is the manager; (ii) 8,230,768 shares of common stock issuable upon the conversion of the Convertible Note; (iii) 2,206,293 shares of common stock owned by CD Financial, and (iv) 54,500 shares of common stock issuable upon exercise of presently exercisable stock options. The expiration date of the conversion option is the date that the Convertible Note is repaid in full, whether at maturity or otherwise. /s/ Carl DeSantis 2012-06-29