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