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):

January 22, 2021

__________

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

Hillsdale, 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 8.01 Other Events

On January 22, 2021, Integrated BioPharma, Inc. (OTCQX: INBP) (the “Company” or “INBP”) was upgraded to the OTCQX® Best Market from OTCQB® Venture Market.  The OTC Markets Group Inc. (OTCQX: OTCM) is an operator of financial markets for 11,000 U.S. and global securities.  The Company begins trading on OTCQX under the symbol “INBP” on January 22, 2021.  U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarkets.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 8.01 shall be deemed to be furnished, and not filed:

99.1 Press Release dated January 22, 2021

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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.

Date: January 22, 2021	INTEGRATED BIOPHARMA, INC.
	By:     /s/ Dina L. Masi
	Dina L. Masi
	Chief Financial Officer

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EX-99.1

NEWS RELEASE for January 22, 2021

Contact: Dina Masi, CFO

              Integrated BioPharma, Inc.

              investors@ibiopharma.com

              888.319.6962        

Integrated BioPharma Announces Upgrade to OTCQX

HILLSIDE, NEW JERSEY (January 22, 2021) - Integrated BioPharma, Inc. (OTCQX: INBP) (the “Company” or “INBP”), upgraded to the OTCQX® Best Market from OTCQB® Venture Market as of today. OTC Markets Group Inc. (OTCQX: OTCM) is an operator of financial markets for 11,000 U.S. and global securities.

Integrated BioPharma, Inc. begins trading today on OTCQX under the symbol “INBP.” U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com.

“Moving from the OTCQB to the OTCQX Market is another great achievement for the Company as we continue to grow and strive to increase shareholder value,” stated E. Gerald Kay, Executive Chairman of Integrated BioPharma, Inc.

"Trading on OTCQX will allow the Company to efficiently expand access to its news and financial disclosure and to demonstrate to investors that the Company meets certain higher financial standards and follows corporate governance best practices," said Jason Paltrowitz, Executive Vice President of Corporate Services at OTC Markets Group. "We look forward to supporting Integrated BioPharma, Inc. and its shareholders in the public markets."

Integrated BioPharma, Inc. is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. Based in Hillside, New Jersey, the Company has spent more than 50 years manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products.  For more information please visit www.ibiopharma.com.

This document 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 and are not guarantees of future performance. Such statements speak only as of the date hereof, are subject to change and should not be relied upon for investment purposes.  INBP undertakes no obligation to revise or update any statements for any reasons. The risks, uncertainties and assumptions include developments in the market and related products and services, risks associate with the outbreak and continued spread of COVID-19, the Company’s ability to maintain the qualitative and quantitative continued trading qualifications of the OTCQX Best Market and other risks and uncertainties described in the section entitled “Risk Factors” in INBP’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. 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.