8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

November 13, 2019

________________

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)	(I.R.S. 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)

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)) 

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On November 13, 2019, Integrated Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2019. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 Press Release dated November 13, 2019

-1-

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated November 13, 2019

-2-

SIGNATURE

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 hereunto duly authorized.

	INTEGRATED BIOPHARMA, INC.
Date: November 13, 2019	By:     /s/ Riva Sheppard
	Riva Sheppard
	Co-Chief Executive Officer

-3-

EX-99.1

NEWS RELEASE for November 13, 2019

Contact: Dina Masi, CFO

Integrated BioPharma, Inc.

investors@ibiopharma.com

                888.319.6962

Integrated BioPharma Reports Results for its Quarter Ended September 30, 2019

HILLSIDE, NEW JERSEY (November 13, 2019) - Integrated BioPharma, Inc. (OTC BB: INBP) (the “Company”) reports it financial results for the quarter ended September 30, 2019.

Revenue for the quarter ended September 30, 2019 was $11.4 million compared to $10.3 million for the quarter ended September 30, 2018, an increase of $1.1 million or 10.7%.  The Company had operating income for the quarter ended September 30, 2019 of $0.5 million compared to operating income of $0.4 million for the quarter ended September 30, 2018. 

For the quarter ended September 30, 2019, the Company had net income and diluted net income of $0.3 million or $0.01 per share of common stock, compared with net income and diluted net income of $0.2 million or $0.01 per share of common stock for the quarter ended September 30, 2018. 

“We are excited to report that our revenue increased by approximately 11% in the quarter ended September 30, 2019 and that our revenue from our two significant customers in our Contract Manufacturing Segment remained consistent; representing approximately 91% and 89% of total revenue in the quarters ended September 30, 2019 and 2018, respectively,” said Riva Sheppard, Co-Chief Executive Officer of the Company. 

A summary of our financial results for the three months ended September 30, 2019 follows:

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(unaudited)
	Three Months Ended
	September 30,
	2019			2018
Total revenue	$	11,406		$	10,304
Cost of sales		10,007			9,085
Gross profit		1,399			1,219
Selling and administrative expenses		923			814
Operating income		476			405
Other expense, net (1)		(127	)		(191	)
Income before income taxes		349			214
Income tax expense, net		37			55
Net income	$	312		$	159
Net income per common share:
Basic	$	0.01		$	0.01
Diluted	$	0.01		$	0.01
Weighted average common shares outstanding:
Basic		29,565,943			27,218,786
Diluted		30,724,633			27,963,604

__________________________

⁽¹⁾ Includes interest expense of $124 and $200, respectively

About Integrated BioPharma Inc. (INBP)

Integrated BioPharma, Inc. is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. Further information is available at www.ibiopharma.com.

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they never materialize or prove incorrect, could cause the results of INBP to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” believes,” intends,” “estimates,” “should,” “would,” “strategy,” “plan” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The risks, uncertainties and assumptions include developments in the market and related products and services and other risks and uncertainties described in the section entitled “Risk Factors” in INBP’s most recent Annual Report on Form 10-K. Accordingly, INBP cannot give assurance that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of INBP.