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):

March 20, 2023

________________

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 8.01 Other Events.

On March 20, 2023, Edward G. Kay, the Company’s Founder, Executive Chairman and President passed away. Mr. Kay was 86 years old.

The Board of Directors will convene at an appropriate time to appoint a new chairperson. At this time, the president, director and chairman positions held by Mr. Kay will remain vacant.

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 March 21, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

-1-

EXHIBIT INDEX

Exhibit	Description
99-1	Press Release Dated March 21, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	INTEGRATED BIOPHARMA, INC.
Date: March 21, 2023	By:     /s/ Dina L Masi
	Dina L Masi
	Chief Financial Officer

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EX-99.1

NEWS RELEASE for March 21, 2023

Contact: Dina Masi, CFO

Integrated BioPharma, Inc.

investors@ibiopharma.com

888.319.6962        

Integrated BioPharma Announces the Sudden Death of Its Executive Chairman and President

HILLSIDE, NEW JERSEY (March 21, 2023) - Integrated BioPharma, Inc. ((OTCQX: INBP)) (the “Company” or “INBP”) announced that Edward G. Kay, the Company’s Founder, Executive Chairman and President passed away yesterday evening. Mr. Kay was 86 years old.  

The Board of Directors issued the following statement:  "We are shocked and greatly saddened by the passing of Jerry Kay.  He was a visionary leader in the nutraceutical business, a devoted husband and father to his children and a good friend.  The Company’s directors and employees, as well as the many people he worked with and mentored over the years, mourn his loss.  We extend our sympathies to his family, particularly his wife, his daughters, and grandchildren, who meant the world to him.”

The Board of Directors will convene at an appropriate time to appoint a new chairperson. At this time, the president, director and chairman positions held by Mr. Kay will remain vacant.

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 ir.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 the ability of the Board of Directors to timely fill the vacancy resulting from the death of its Chairman 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.

XML

Document And Entity Information	Mar. 20, 2023
Document Information [Line Items]
Entity, Registrant Name	INTEGRATED BIOPHARMA, INC.
Document, Type	8-K
Document, Period End Date	Mar. 20, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-31668
Entity, Tax Identification Number	22-2407475
Entity, Address, Address Line One	225 Long Avenue
Entity, Address, City or Town	Hillside
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07205
City Area Code	973
Local Phone Number	926-0816
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001016504