0001140361-12-032458.txt : 20120705
0001140361-12-032458.hdr.sgml : 20120704
20120705192548
ACCESSION NUMBER: 0001140361-12-032458
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20080521
FILED AS OF DATE: 20120705
DATE AS OF CHANGE: 20120705
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: CD Financial, LLC
CENTRAL INDEX KEY: 0001443197
STATE OF INCORPORATION: FL
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31668
FILM NUMBER: 12949263
BUSINESS ADDRESS:
STREET 1: 3299 N.W. 2ND AVENUE
CITY: BOCA RATON
STATE: FL
ZIP: 33431
BUSINESS PHONE: 5612781169
MAIL ADDRESS:
STREET 1: 3299 N.W. 2ND AVENUE
CITY: BOCA RATON
STATE: FL
ZIP: 33431
4
1
doc1.xml
FORM 4
X0306
4
2008-05-21
0
0001016504
INTEGRATED BIOPHARMA INC
INBP.OB
0001443197
CD Financial, LLC
3299 N.W. 2ND AVENUE
BOCA RATON
FL
33431
0
0
1
0
Common Stock
2008-05-21
2008-05-21
4
J
0
50000
0
A
3145910
D
Common Stock
2008-07-29
2008-07-29
4
C
0
1356293
0
A
2990934
D
Common Stock
2008-08-21
2008-08-21
4
J
0
50000
0
A
2846729
D
Common Stock
2008-11-21
2008-11-21
4
J
0
50000
0
A
3756293
D
Common Stock
2009-02-21
2009-02-21
4
J
0
50000
0
A
3806293
D
Common Stock
2009-05-21
2009-05-21
4
J
0
50000
0
A
3856293
D
Common Stock
2009-08-21
2009-08-21
4
J
0
50000
0
A
3906293
D
Common Stock
2009-11-21
2009-11-21
4
J
0
50000
0
A
3956293
D
Common Stock
2010-02-21
2010-02-21
4
J
0
50000
0
A
4006293
D
Common Stock
2010-05-21
2010-05-21
4
J
0
50000
0
A
4056293
D
Common Stock
2010-08-21
2010-08-21
4
J
0
50000
0
A
4106293
D
Common Stock
2010-11-21
2010-11-21
4
J
0
50000
0
A
4156293
D
Common Stock
2011-02-21
2011-02-21
4
J
0
50000
0
A
4206293
D
Common Stock
2011-05-21
2011-05-21
4
J
0
50000
0
A
4256293
D
Common Stock
2011-08-21
2011-08-21
4
J
0
50000
0
A
4306293
D
Common Stock
2011-11-21
2011-11-21
4
J
0
50000
0
A
4356293
D
Common Stock
2012-02-21
2012-02-21
4
J
0
50000
0
A
4406293
D
Common Stock
2012-05-21
2012-05-21
4
J
0
50000
0
A
4456293
D
Series C Convertible Preferred Stock; stated value $1000
2.00
2008-06-30
2008-06-30
4
P
0
108
A
2008-06-30
2013-02-01
Common Stock, par value $0.002
43124
3108
D
Series C Convertible Preferred Stock; stated value $1000
2.00
2008-07-29
2008-07-29
4
C
0
3133.04
D
2008-06-30
2013-02-01
Common Stock, par value $0.002
1356293
3133.40
D
6% secured convertible note due 2017
.65
2012-06-27
4
P
0
1
A
2012-06-27
2017-07-07
Common Stock, par value $0.002
8230768
1
D
Common stock issued to the Reporting Person on the first 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 the Reporting Person, which was superseded by the Amended and Restated Securities Purchase Agreement, dated as of June 27, 2012, by and between the Issuer and the Reporting Person (the "SPA").
Includes (i) 1,833,852 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 and (ii) 1,262,053 shares of common stock issuable upon the conversion of Series C Convertible Preferred Stock, stated value $1,000, issued by the Issuer pursuant to the Original SPA. The conversion price for the Original Note and the Series C Convertible Preferred Stock is equal to the greater of (i) $2.00 and (ii) 90% of the market price of the common stock (as defined in the Original SPA and the Series C Convertible Preferred Stock certificate of designation).
Common stock issued to the Reporting Person upon the conversion of 3,133.04 shares of Series C Convertible Preferred Stock constituting all of the Series C Convertible Preferred Stock owned by the Reporting Person.
Includes 1,584,641 shares of common stock issuable upon the conversion of the Original Note.
Common stock issued to the Reporting Person on the second 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Includes 1,390,436 shares of common stock issuable upon the conversion of the Original Note.
Common stock issued to the Reporting Person on the third 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Includes 2,250,000 shares of common stock issuable upon the conversion of the Original Note.
Common stock issued to the Reporting Person on the fourth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person on the fifth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person on the sixth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person on the seventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person on the eighth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person on the ninth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person on the tenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person upon the eleventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person upon the twelfth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person upon the thirteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person upon the fourteenth 90 day anniversary February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person upon the fifteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person upon the sixteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Common stock issued to the Reporting Person upon the seventeenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.
Shares were acquired as the annual dividend on the Series C Preferred Stock pursuant to the Original SPA. The Reporting Person beneficially owned 3,023,726 shares of common stock of the issuer as of June 30, 2008, which includes (i) 1,732,701 shares of common stock issuable upon the conversion Original Note and (ii) 1,241,026 shares of common stock issuable upon the conversion of Series C Convertible Preferred Stock.
The Convertible Note was issued by the Issuer to the Reporting Person pursuant to SPA. The Reporting Person currently beneficially owns 10,437,062 shares of common stock of the Issuer, which includes 8,230,768 shares of common stock issuable upon the conversion of the Convertible Note.
The expiration date of the conversion option is the date that the Convertible Promissory Note is repaid in full, whether at maturity or otherwise.
Shares were converted into shares of common stock pursuant to the terms of the Series C Convertible Preferred Stock, resulting in $25.04 additional dividends.
/s/ William H. Milmoe, as Manager of CD Financial, LLC
2012-07-05